ROPER TECHNOLOGIES INC
For the period ended May 19, 2026. Filed Apr 7, 2026.
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May 19, 2026 · Filed Apr 7, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant To Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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| 6496 University Parkway | Telephone (941) 556-2601 | |
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| Sarasota, Florida 34240 | Fax (941) 556-2670 | |
| Roper Technologies, Inc. |
April 7, 2026
Dear Fellow Shareholders:
As your Board of Directors, we are privileged to oversee Roper’s ongoing efforts to create sustainable, long-term value on your behalf. Together with our management team, we work continuously to refine and execute our strategy with discipline—drawing on rigorous risk management, thoughtful and patient capital deployment, sound strategic judgment, operational excellence, performance-driven compensation, effective talent and succession planning, and an unwavering commitment to the highest standards of ethics and governance.
Our Strategy for Long-Term Value Creation for Shareholders
Roper’s consistent track record of value creation and compounding cash flow per share growth is the product of a strategy that is straightforward in concept and powerful in execution.
| • | Cash Generation Through Operating Excellence: Our enterprise is built on a portfolio of niche, asset-light businesses with leading software solutions and technologies that generate substantial and recurring free cash flow—providing the foundation for sustained long-term growth and continued cash flow per share compounding. This model is powered by our strategic focus on intellectual capital, product innovation, go-to-market excellence, proprietary data, and deep customer relationships. In 2025, these strengths translated into another exceptional year of performance: total revenue grew 12%, adjusted EBITDA increased 11% to $3.14 billion (GAAP net earnings were $1.54 billion) and adjusted free cash flow reached $2.47 billion—reflecting a three-year compound annual growth rate of 18% (GAAP operating cash flow reached $2.54 billion). We remain focused on enhancing each of our businesses through disciplined talent development, thoughtful strategy, and rigorous execution. We remain optimistic and excited about how generative artificial intelligence will enhance our product offerings to our customers and expand the size of our addressable markets. |
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| • | Disciplined Capital Deployment: Our proven, process-driven approach to capital allocation has guided the successful investment of tens of billions of dollars across Roper’s growing portfolio of businesses. We direct the substantial majority of our available capital toward acquiring high-quality businesses that accelerate cash flow compounding and generate lasting shareholder value. In 2025, we deployed $3.3 billion toward vertical-market software acquisitions—most notably our acquisitions of CentralReach, a leading provider of SaaS and AI-enabled solutions supporting the workflow and administration of applied behavior analysis therapy for autism spectrum disorder and related disabilities care, acquired for $1.85 billion; and Subsplash, a leading provider of AI-enabled SaaS delivering digital engagement, church management, and integrated giving solutions for faith-based organizations, acquired for $800 million. Each business is off to a strong start as members of the Roper portfolio. In October 2025, the Board also authorized the repurchase of up to $3 billion of our common stock—a meaningful signal of our confidence in Roper’s strategy and our commitment to returning capital to shareholders. During the fourth quarter of 2025, we repurchased 1.12 million shares for approximately $500 million, and through February 20, 2026, cumulative repurchases totaled 4.844 million shares (or roughly 4.5% of our outstanding shares since the program commenced) for approximately $1.814 billion. As we enter 2026 with $6 billion or more of annual capital deployment capacity, we are well-positioned to continue pursuing high-quality acquisitions and undertaking strategic share repurchases while maintaining the financial flexibility that has long been a hallmark of Roper’s strategy. |
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The Board’s Role in Roper’s Success
The Board plays an active and meaningful role in Roper’s continued success. Each director commits the substantial time and focus required to fulfill the responsibilities of board service—continuously monitoring our portfolio of businesses, evaluating capital deployment opportunities, and identifying additional avenues for value creation. Between formal board meetings, directors remain engaged with management and with one another, ensuring that the Company benefits from our collective expertise and diverse perspectives.
This deep involvement and thorough understanding of our business allows the Board to address a wide range of strategic priorities—from acquisition selection and capital deployment to succession planning and culture—while safeguarding the principles and decentralized operating model that have made Roper the company it is today.
Our Governance and Other Best Practices
Roper remains committed to strong corporate governance as demonstrated by the following practices:
| • | Declassified Board. Our directors are elected annually. |
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| • | Majority Voting for Directors. Our By-laws require the resignation of incumbent directors who fail to obtain a majority of votes cast in uncontested elections. |
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| • | Proxy Access. Our By-laws permit a shareholder, or a group of up to 20 shareholders, that has owned at least 3% of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials up to the greater of two directors or 20% of the number of our directors then in office. |
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| • | Independent Chair of the Board. Amy Woods Brinkley became our Independent Chair of the Board on June 1, 2021. |
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| • | Executive Compensation Alignment with Shareholders. Because our shareholder value creation is derived from the Roper executive team’s capital deployment strategy and ability to operate a broad portfolio of businesses, our executives must possess a unique set of skills. We continue to refine our executive compensation practices to maintain close alignment with shareholder interests. |
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| • | Pay for Performance. Similar to prior years, in 2025, total direct compensation at target that was at risk and tied to stock price and performance objectives was 96% for the CEO, and 91% on average for our other named executive officers. |
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| • | Clear Oversight of Sustainability and Human Capital Management. The Nominating and Governance Committee has oversight responsibility for matters related to Sustainability and Human Capital Management. |
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| • | Shareholder Outreach Program. Roper’s senior management team regularly engages shareholders for feedback. |
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| • | Sustainability. We continue to drive improvements to meet the sustainability expectations of our stakeholders and we plan to publish a 2025 sustainability data update by the end of June 2026. |
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Open Communications With Our Shareholders
We value your continued support and input and ask that you continue to share your comments with us. Communications may be addressed to the directors in care of the Corporate Secretary, Roper Technologies, Inc., 6496 University Parkway, Sarasota, Florida, 34240.
Sincerely,
The Board of Directors
| Shellye L. Archambeau | Amy Woods Brinkley | Irene M. Esteves |
| L. Neil Hunn | Robert D. Johnson | Thomas P. Joyce, Jr. |
| John F. Murphy | Laura G. Thatcher | Richard F. Wallman |
NOTICE OF THE 2026 ANNUAL MEETING OF SHAREHOLDERS
2026 ANNUAL MEETING INFORMATION
For additional information about our Annual Meeting, see Annual Meeting and Voting Information on page 68.
| Meeting Date: Tuesday, May 19, 2026 | Meeting Place: The Westin Sarasota 100 Marina View Drive Sarasota, Florida 34236 | Meeting Time: 10:00 a.m. (Eastern) | Record Date: March 23, 2026 |
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ANNUAL MEETING BUSINESS
Roper’s annual meeting of shareholders will be held May 19, 2026 to:
| ● | elect as directors the nine nominees named in the accompanying proxy statement; |
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| ● | approve, on an advisory basis, the compensation of our named executive officers; |
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| ● | ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026; |
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| ● | approve an amendment to the Roper Technologies, Inc. 2021 Incentive Plan; |
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| ● | approve the Amended and Restated Roper Technologies, Inc. Employee Stock Purchase Plan; |
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| ● | vote on a shareholder proposal regarding a strategic review of a proposed spin-off of the Application Software and Network Software segments, if properly presented at the meeting; and |
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| ● | transact any other business that may be properly brought before the annual meeting. |
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PROXY MATERIALS
On or about April 7, 2026, we began distributing to each shareholder entitled to vote at the annual meeting either: (i) a Meeting Notice; or (ii) this proxy statement, a proxy card and our 2025 Annual Report to Shareholders and Form 10-K. The Meeting Notice contains instructions to electronically access our proxy statement and our 2025 Annual Report to Shareholders and Form 10-K, how to vote via the internet or by mail and how to receive a paper copy of our proxy materials by mail, if desired.
| VOTING AT THE ANNUAL MEETING Your vote is important. Shareholders who are owners of record of Roper common shares at the close of business on March 23, 2026, the record date, or their legal proxy holders, are entitled to vote at the annual meeting. Whether or not you expect to attend the annual meeting, we urge you to vote as soon as possible by one of these methods: | ||
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| Via the Internet: www.proxypush.com/ROP | Call Toll-Free: 1-866-829-5176 | Mail Signed Proxy Card: Follow the instructions on your proxy card or voting instruction form |
| If you are a beneficial owner of shares held through a broker, bank or other holder of record, you must follow the voting instructions you receive from the holder of record to vote your shares. Shareholders may also vote at the annual meeting. For more information on how to vote your shares, please refer to Annual Meeting and Voting Information on page 68. | ||
John K. Stipancich
Executive Vice President, General Counsel and
Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 19, 2026
This Notice of the Annual Meeting of Shareholders, our Proxy Statement and our Annual Report to
Shareholders and Form 10-K are available free of charge atwww.proxydocs.com/ROP.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.