ROPER TECHNOLOGIES INC

Notes to Condensed Consolidated Financial Statements (unaudited)

(Amounts are in millions, except per share data or as otherwise specified)

1. Basis of Presentation

The accompanying Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2026 and 2025 are unaudited. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position, results of operations, comprehensive income, and cash flows of Roper Technologies, Inc. and its subsidiaries (“Roper,” the “Company,” “we,” “our,” or “us”) for all periods presented. The December 31, 2025 financial position data included herein was derived from the audited consolidated financial statements included in the Company’s 2025 Annual Report on Form 10-K (“Annual Report”) filed on February 24, 2026 with the U.S. Securities and Exchange Commission (“SEC”) but does not include all annual disclosures required by U.S. generally accepted accounting principles (“GAAP”).

Roper’s management has made estimates and assumptions related to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these Condensed Consolidated Financial Statements in conformity with GAAP. Actual results could differ from those estimates.

The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the full year. You should read these unaudited Condensed Consolidated Financial Statements in conjunction with Roper’s audited Consolidated Financial Statements and the notes thereto included in its Annual Report. Certain prior period amounts have been reclassified to conform to current period presentation.

2. Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) establishes changes to accounting principles under GAAP in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of all ASUs. Any recent ASUs not listed below were assessed and either determined to be not applicable or are expected to have an immaterial impact on the Company’s Consolidated Financial Statements.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (ASU 2024-03), which requires the disclosure of additional information about specific categories of costs and expenses in the notes to consolidated financial statements. This guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This ASU will likely result in additional disclosures. We are currently evaluating the provisions of this ASU.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (ASU 2025-06), which updates the threshold for cost capitalization of internal-use software development costs by removing all references to project development stages and adding considerations for evaluating the probable-to-complete recognition threshold. This guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the provisions of this ASU.

3. Weighted Average Shares Outstanding

Basic earnings per share was calculated using net earnings and the weighted average number of shares of common stock outstanding during the respective period. Diluted earnings per share was calculated using net earnings and the weighted average number of shares of common stock and potential common stock outstanding during the respective period. Potentially dilutive common stock consisted of stock options and restricted stock awards based upon the average trading price of Roper’s common stock. The effects of potential common stock were determined using the treasury stock method.

Weighted average shares outstanding are presented below:

For the three and nine months ended September 30, 2026, there were 2.004 and 2.197 stock-based awards outstanding, respectively, that were not included in the determination of diluted earnings per share because to do so would have been antidilutive, as compared to 0.823 and 0.810 stock-based awards outstanding that would have been antidilutive in the respective comparable periods of 2025.

4. Business Acquisitions

During the nine months ended September 30, 2026, Roper completed four business acquisitions for purchase prices totaling $488.7, net of cash acquired and certain liabilities assumed. Two of these acquisitions have been integrated into businesses within our Network Software reportable segment, and the othertwo have been integrated into businesses within our Application Software reportable segment. The results of each acquired business are reported in its respective reportable segment.

On August 26, 2026, Roper acquired Project Source Bidco Limited (“Origo”) for a purchase price of $308.1, net of cash acquired and certain liabilities assumed. Origo is a UK-based provider of connectivity software enabling secure information exchange among private pension providers, financial advisors and investment platforms. This acquisition has been integrated into our iPipeline business and its results are reported in the Network Software reportable segment.

On September 14, 2026, Roper acquired Carline Inc. (“Playground”) for a purchase price of $140.0, net of cash acquired and certain liabilities assumed. Playground is a provider of artificial intelligence-enabled child care management software. This acquisition is being integrated into our Procare business and its results are reported in the Application Software reportable segment.

The Company recorded $243.6 in goodwill, $14.8 assigned to trade names that are not subject to amortization, and $317.2 of other identifiable intangibles in connection with these acquisitions. The amortizable intangible assets include customer relationships of $284.2 (21.5 year weighted average useful life) and technology of $33.0 (6.4 year weighted average useful life).

The results of operations of the acquired businesses are included in Roper’s Condensed Consolidated Financial Statements from the date of each acquisition. Pro forma results of operations and the revenues and net earnings subsequent to each acquisition date have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to our financial results.

5. Stock-Based Compensation

The Roper Technologies, Inc. 2021 Incentive Plan, as amended (the “Amended Incentive Plan”), is a stock-based compensation plan used to grant incentive stock options, nonqualified stock options, restricted stock and restricted stock units (collectively “restricted stock awards”), stock appreciation rights, or equivalent instruments to Roper’s employees, officers, directors, and consultants. The amendment to the 2021 Incentive Plan, which was approved by shareholders at the Annual Meeting of Shareholders on May 19, 2026 (the “Annual Meeting”), increased the number of shares available to grant under the Amended Incentive Plan.

Information regarding the Company’s stock-based compensation expense, included as a component of “Selling, general and administrative expenses” (“SG&A expenses”), is provided in the following table:

The Company accounts for forfeitures of stock-based awards as they occur, with previously recognized compensation reversed in the period in which the awards are forfeited.

Stock Options– During the nine months ended September 30, 2026,0.561 options were granted with a weighted-average fair value of $92.27 per option. During the comparable period in 2025,0.285 options were granted with a weighted-average fair value of $180.74 per option. All options were granted with an exercise price equal to the closing price of Roper’s common stock on the date of grant, as required by the Company’s stock-based compensation plan.

Roper records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option valuation model. Historical data is used to estimate the expected price volatility, the expected dividend yield, and the expected option life. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected life of the award.

The following weighted average assumptions were used to estimate the fair value of options granted during the current and prior year periods using the Black-Scholes option valuation model:

Cash received from option exercises during the nine months ended September 30, 2026 and 2025 was $41.0 and $97.5, respectively.

Restricted Stock Awards– During the nine months ended September 30, 2026, the Company granted 0.910 shares of restricted stock awards in total, with a weighted-average grant date fair value of $354.88 per share. During the comparable period in 2025, the Company granted 0.436 shares of restricted stock awards in total, with a weighted-average grant date fair value of $594.78 per share. These awards were granted at the fair market value of the shares on the date of grant.

Restricted stock awards include 0.157 and 0.074 performance-based restricted stock awards granted to certain members of the Roper senior leadership team during the nine months ended September 30, 2026 and 2025, respectively, with weighted-average grant date fair values of $353.87 and $663.42 per share, respectively. Such awards include the ability to earn up to 200% of the number of restricted stock awards originally granted contingent upon Roper’s performance over athree-year period.

During the nine months ended September 30, 2026,0.165 shares of restricted stock awards vested with a weighted-average grant date fair value of $489.87 per share and a weighted-average vest date fair value of $359.42 per share. During the comparable period in 2025,0.106 shares of restricted stock awards vested with a weighted-average grant date fair value of $479.96 per share and a weighted-average vest date fair value of $576.58 per share.

Employee Stock Purchase Plan– Through June 30, 2026, Roper’s ESPP allowed eligible employees in the U.S. and Canada to contribute up to 10% of their eligible earnings to purchase Roper’s common stock at a 10% discount on the lower of the closing share price on the first or the last day of each quarterly offering period.

During the nine months ended September 30, 2026 and 2025, participants of the ESPP purchased 0.041 and 0.037 shares, respectively, of Roper’s common stock for total consideration of $12.7 and $17.4, respectively. All of these shares were purchased from Roper’s treasury shares. No shares were purchased under the ESPP after June 30, 2026.

The Roper Technologies, Inc. Employee Stock Purchase Plan was amended and restated (the “Amended ESPP”) and became effective on July 1, 2026, following shareholder approval at the Annual Meeting.

Under the Amended ESPP, eligible employees in the U.S. and Canada are able to contribute up to 15% of their eligible earnings to purchase Roper’s common stock at a 15% discount on the lower of the closing share price on the first or the last day of each offering period. The Company may change the length of offering periods as well as their start and end dates. The first offering period under the Amended ESPP, which began on July 1, 2026, has a duration of six months and will end on December 31, 2026. Shares sold under the Amended ESPP may originate from treasury stock, shares purchased on the open market, or newly issued shares.

6. Stockholders’ Equity

In October 2025, the Company’s Board of Directors approved a share repurchase program authorizing the repurchase of up to $3,000.0 of the Company’s common stock, and in April 2026 approved an additional $3,000.0 of repurchase authorization under the program. Shares of common stock may be repurchased from time to time through open market purchases or privately negotiated transactions, including under repurchase plans complying with Rule 10b5-1 under the Exchange Act, and subject to market conditions, applicable legal requirements, and other relevant factors. The repurchase program does not have a fixed expiration date, does not obligate the Company to acquire any specific number of shares, and may be suspended at any time at the Company’s discretion. The timing, manner, price, and amount of any repurchases made will be determined by the Company in its discretion and will depend on a variety of factors, including price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities, and other factors.

During the nine months ended September 30, 2026, the Company repurchased 7.865 shares of its common stock for an aggregate purchase price of $2,724.1 and an average price paid per share of $346.34. The aggregate purchase price and average price paid per share exclude excise tax imposed by the Inflation Reduction Act of 2022, as amended, and broker commissions. All repurchases were made in open market transactions and there are no current plans to retire repurchased shares. No repurchases were made under the program during the three months ended September 30, 2026. As of September 30, 2026, $2,775.9 of the total amount authorized under the share repurchase program remained available for future repurchases.

7. Inventories

The components of inventories were as follows:

8. Goodwill and Other Intangible Assets

The carrying value of goodwill by segment was as follows:

Other relates to purchase accounting adjustments for completed acquisitions.

Other intangible assets consisted of:

During the third quarter of 2026, in connection with the rebranding of Transact Campus and CBORD under the Illumia name, the Company determined that the related trade names are no longer indefinite-lived. These trade names, totaling $68.8, were reclassified to assets subject to amortization and are being amortized over five years.

Amortization expense of other intangible assets was $211.9 and $209.6 during the three months ended September 30, 2026 and 2025, respectively, and $627.7 and $607.1 during the nine months ended September 30, 2026 and 2025, respectively.

An evaluation of the carrying value of goodwill and other indefinite-lived intangibles is required to be performed on an annual basis, and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. There have been no events or changes in circumstances which indicate an interim impairment review is required in 2026. The Company will perform the annual analysis during the fourth quarter of 2026.

9. Long-Term Debt

On March 30, 2026, the Company entered into a newfive-year unsecured credit facility (the “Credit Agreement”) among Roper, the financial institutions from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as syndication agents, and PNC Bank, National Association, Truist Bank, U.S. Bank National Association, The Huntington National Bank, Royal Bank of Canada, The Toronto-Dominion Bank, New York Branch, and MUFG Bank, Ltd., as documentation agents, which replaced the previous $3,500.0 unsecured credit facility, dated as of July 21, 2022. The Credit Agreement comprises afive-year $3,500.0 unsecured revolving credit facility, which includes availability of up to $150.0 for letters of credit. Loans under the unsecured credit facility are available in dollars, and letters of credit will be available in dollars and other currencies to be agreed. The Company may also, subject to compliance with specified conditions, request additional term loans or revolving credit commitments in an aggregate amount not to exceed $1,000.0.

The Company has the right to add foreign subsidiaries as borrowers under the Credit Agreement, subject to the satisfaction of specified conditions. The Company will guarantee the payment and performance by foreign subsidiary borrowers for any of their obligations under the Credit Agreement. The Company’s obligations under the Credit Agreement are not guaranteed by any of its subsidiaries. However, the Company has the right, subject to the satisfaction of certain conditions set forth in the Credit Agreement, to cause any of its wholly-owned domestic subsidiaries to become guarantors.

Loans under the Credit Agreement can be borrowed as term Secured Overnight Financing Rate (“SOFR”) loans or Alternate Base Rate (“ABR”) loans, at the Company’s option. Each term SOFR loan will bear interest at a rate per annum equal to the applicable term SOFR rate plus a spread ranging from 0.795% to 1.300%, as determined by the Company’s senior unsecured long-term debt rating at such time. Based on the Company’s current credit rating, the spread for SOFR loans would be 0.920%. Each ABR loan will bear interest at a rate per annum equal to the Alternate Base Rate plus a spread ranging from 0.000% to 0.300%, as determined by the Company’s senior unsecured long-term debt rating at such time. Based on the Company’s current credit rating, the spread for ABR loans would be 0.000%.

Outstanding letters of credit issued under the Credit Agreement are charged a quarterly fee depending on the Company’s senior unsecured long-term debt rating. Based on the Company’s current credit rating, the quarterly fee would be payable at a rate of 0.920% per annum, plus a fronting fee of 0.125% per annum on the undrawn and unexpired amount of all letters of credit.

Additionally, the Company will pay a quarterly facility fee on the used and unused portions of the unsecured revolving credit facility depending on the Company’s senior unsecured long-term debt rating. Based on the Company’s current credit rating, the quarterly facility fee would accrue at a rate of 0.080% per annum.

Amounts outstanding under the Credit Agreement may be accelerated upon the occurrence of customary events of default. The Credit Agreement requires the Company to maintain a Total Debt to Total Capital Ratio of 0.65 to 1.00, or less. Borrowings under the Credit Agreement are prepayable at the Company’s option at any time in whole or in part without premium or penalty.

10. Fair Value

Financial assets and liabilities are valued using market prices on active markets (Level 1), less active markets (Level 2), and little or no market activity (Level 3). Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. Level 3 instrument valuations typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Debt – As of September 30, 2026 and December 31, 2025, the total estimated fair value of Roper’s fixed-rate senior notes was $7,925.2 and $8,287.4, respectively. The fair values of the senior notes are based on the trading prices of each series of notes, which the Company has determined to be Level 2 in the FASB fair value hierarchy.

At September 30, 2026 and December 31, 2025, there were $1,250.0 and $850.0 of borrowings outstanding under our unsecured revolving credit facility, respectively. The carrying value of these borrowings approximates their estimated fair value.

Equity Investment – As of September 30, 2026 and December 31, 2025, the Company held equity interests of 43.4% and 43.8%, respectively, in businesses historically held through Indicor Equity, LLC (collectively, “Indicor”). We elected to apply the fair value option as we believe this is the most reasonable method to value our equity investment. The fair value of Roper’s equity investment is estimated on a quarterly basis and changes in fair value are reported as a component of “Equity investment (gain) loss, net” in our Condensed Consolidated Statements of Earnings.

On August 26, 2026, Indicor completed its previously announced divestiture of its portfolio of instrumentation businesses (“Indicor Instrumentation”) to AMETEK, Inc. for an enterprise value of $5,000.0. Upon closing, Roper received pre-tax cash proceeds of $1,239.2, and expects to receive approximately $33 upon escrow release. In addition, Roper’s previous requirement to make quarterly payments to Clayton Dubilier & Rice, LLC, either (i) in cash or (ii) in-kind through the transfer of Roper’s equity interests in Indicor, was terminated upon closing of this transaction.

On August 10, 2026, Indicor entered into a definitive agreement to divest its flow controls businesses, Cornell Pump and Roper Pump (“Indicor Flow Controls”), to Xylem Inc. for an enterprise value of approximately $1,460. The transaction is subject to customary closing conditions, including applicable regulatory approvals, and is expected to close in the fourth quarter of 2026. Following closing of the Indicor Flow Controls transaction, Roper expects to receive pre-tax cash proceeds of approximately $600, including current estimates for purchase price adjustments and transaction costs which are subject to finalization.

We estimate the fair value of our equity investment using the market multiple approach, based on revenue and earnings multiples of comparable guideline public companies. In light of the anticipated Indicor Flow Controls transaction, we updated certain valuation assumptions, including the selection of multiples which considered the enterprise value implied by this planned transaction.

The fair value of our equity investment reflects management’s estimate of assumptions that market participants would use in pricing the equity interest, which the Company has determined to be Level 3 in the FASB fair value hierarchy. Although we believe our assumptions are reasonable, there is significant judgment in determining fair value. Changes in estimates or the application of alternative assumptions could produce significantly different results.

The following table provides a reconciliation of the fair value for our equity investment in Indicor measured using Level 3 inputs:

(1)Reflects pre-tax cash proceeds of $1,239.2 received upon closing and Roper’s estimated portion of proceeds of $33 expected to be received upon escrow release.

The Company received $6.7 and $5.1 of dividend distributions from Indicor during the nine months ended September 30, 2026 and 2025, respectively, which are reported within “Equity investment (gain) loss, net” in our Condensed Consolidated Statements of Earnings. These dividend distributions were intended to offset certain cash taxes payable associated with Roper’s ownership stake and were contemplated in the determination of the fair value for our equity investment.

Receivables Purchase Agreement – Outgo Inc. (“Outgo”), a freight payment software and factoring solutions subsidiary integrated into our DAT business, entered into a receivables purchase agreement (“RPA”) under which certain Outgo factored receivables are sold to a third-party financial institution on a non-recourse basis and derecognized upon sale. Sales of Outgo factored receivables did not result in a material gain or loss. As a part of the RPA, Outgo continues to perform certain collection and administrative functions for receivables sold to the purchaser. Under the agreement, Outgo retains a beneficial interest representing the deferred purchase price, which is paid to Outgo following collection of the underlying receivables. The fair value of this beneficial interest was $12.8 at September 30, 2026. Cash inflows received on the beneficial interest totaled $15.2 for the nine months ended September 30, 2026 and are reported within investing activities in our Condensed Consolidated Statement of Cash Flows.

11. Contingencies

Roper, in the ordinary course of business, is party to various pending or threatened legal actions, including product liability, intellectual property, antitrust, data privacy, and employment practices that, in general, are of a nature consistent with those over the past several years. After analyzing the Company’s contingent liabilities on a gross basis and, based upon past experience with resolution of such legal claims and the availability and limits of the primary, excess, and umbrella liability insurance coverages with respect to pending claims, management believes that adequate provision has been made to cover any potential liability not covered by insurance, and that the ultimate liability, if any, arising from these actions should not have a material adverse effect on Roper’s consolidated financial position, results of operations, or cash flows. However, no assurances can be given in this regard.

12. Reportable Segments

The following table presents selected financial information byreportable segment:

*Segment operating profit is before unallocated corporate general and administrative expenses and enterprise-wide stock-based compensation. These expenses were $84.7 and $78.3 for the three months ended September 30, 2026 and 2025, respectively, and $244.1 and $229.3 for the nine months ended September 30, 2026 and 2025, respectively, and are included within consolidated SG&A expenses to arrive at “Income from operations” in our Condensed Consolidated Statements of Earnings. Items below “Income from operations” are not allocated to reportable segments.

The following table presents selected asset information by reportable segment:

13. Revenues from Contracts

Disaggregated Revenue– We disaggregate our revenues by reportable segment into four categories: (i) recurring revenue comprised of Software-as-a-Service (“SaaS”), annual term licenses, and software post-contract support (“PCS”); (ii) reoccurring revenue comprised of transactional and volume-based fees facilitated through our software; (iii) non-recurring revenue comprised of multi-year term and perpetual software licenses, professional services associated with software products and hardware sold with our software licenses; and (iv) product revenue. See details in the table below:

Remaining Performance Obligations– Remaining performance obligations represent the transaction price of firm orders for which work has not yet been performed, excluding unexercised contract options. As of September 30, 2026, total remaining performance obligations were $5,430.0. We expect to recognize revenues on approximately 64%, or $3,471.6, of our remaining performance obligations over the next 12 months (“Backlog”), with the remainder of the revenue to be recognized thereafter.

Contract balances

(1)The non-current portion of deferred revenue is included in “Other liabilities” in our Condensed Consolidated Balance Sheets.

The change in our net contract assets/(liabilities) from December 31, 2025 to September 30, 2026 was primarily due to the timing of payments and invoicing related to SaaS and PCS renewals within our Application Software reportable segment, partially offset by the SaaS renewal cycle of our Frontline business which primarily occurs in the third quarter.

The Company records deferred revenue when cash payments are received or due in advance of the Company’s performance relating primarily to SaaS and PCS renewals. Revenue recognized that was included in the deferred revenue balance on December 31, 2025 and 2024 was $286.4 and $270.2 for the three months ended September 30, 2026 and 2025, respectively, and $1,709.2 and $1,576.2 for the nine months ended September 30, 2026 and 2025, respectively. In order to determine revenues recognized in the period from contract liabilities, we allocate revenue to the individual deferred revenue balance outstanding at the beginning of the year until the revenue exceeds that balance.

The current and non-current portions of deferred commissions are included in “Prepaid expenses and other current assets” and “Other assets,” respectively, in our Condensed Consolidated Balance Sheets. At September 30, 2026 and December 31, 2025, we had $122.0 and $113.6 of total deferred commissions, respectively.