ROP 10-K Annual Report Dec. 31, 2023 | Alphaminr
ROPER TECHNOLOGIES INC

ROP 10-K Fiscal year ended Dec. 31, 2023

ROPER TECHNOLOGIES INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10 - Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 11 - Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12 - Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13 - Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesItem 14 - Principal Accountant Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(a)2.1 Equity Purchase Agreement by and among RIPIC Holdco Inc., Roper International Holding, Inc., RIPIC Equity LLC,CD&R Tree Delaware Holdings, L.P. AND, solely for purposes of section 6.25, Roper Technologies, Inc. dated as of May 29, 2022.* (b)2.2 Equity Purchase and Merger Agreement by and among the Company, Roper T2 LLC, Project Franklin Merger Sub LLC, Frontline Technologies Parent,LLC, Roper Operations Company II LLC, the Blocker Sellers and the Representative, dated as of August 30, 2022.* (c)3.1 Amended and Restated Certificate of Incorporationeffective as of June 13, 2023. (d)3.2 Amended and Restated By-Laws. (e)4.1 Indenture between Registrant and Wells Fargo Bank, dated as of August 4, 2008. (f)4.2 Indenture between Registrant and Wells Fargo Bank, dated as of November 26, 2018. (g)4.3 Form of Note. (h)4.4 Form of 4.200% Senior Notes due 2028. (i)4.5 Form of 3.850% Senior Notes due 2025. (j)4.6 Form of 3.800% Senior Notes due 2026. (k)4.7 Form of 2.350% Senior Notes due 2024. (k)4.8 Form of 2.950% Senior Notes due 2029. (l)4.9 Form of 2.000% Senior Notes due 2030. (m)4.10 Form of 1.000% Senior Notes due 2025. (m)4.11 Form of 1.400% Senior Notes due 2027. (m)4.12 Form of 1.750% Senior Notes due 2031. 4.13 Description of Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed herewith. (n)10.1 Employee Stock Purchase Plan, asAmended andRestated. (o)10.2 First Amendment to Roper Technologies, Inc. Employee Stock Purchase Plan (as Amended and Restated effective July 1, 2020). (p)10.3 Non-Qualified Retirement Plan, asAmendedand Restated. (q)10.4 Credit Agreement dated as of July 21, 2022, among Roper, the foreign subsidiary borrowers from time to time party thereto, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, N.A., as syndication agents, and Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, TD Bank, N.A., Truist Bank and U.S.Bank, National Association, as documentation agents. (r)10.5 Amended and Restated 2006 Incentive Plan. (s)10.6 Form of Non-Statutory Stock Option Agreement,under the 2006IncentivePlan. (t)10.7 OfferLetter to John K. Stipancich. (u)10.8 Form of director and officerIndemnificationAgreement. (v)10.9 2016 Incentive Plan. (w)10.10 Amendment No. 1 to the 2016 Incentive Plan. (x)10.11 Form of Cash-Settled Restricted Stock Unit Award Agreement for Non-US Employees, under the 2016 Incentive Plan. (y)10.12 Form of Non-Statutory Stock Option Agreement, under the 2016 Incentive Plan. (z)10.13 Form of Restricted Stock Award Agreement, under the 2016 Incentive Plan. (aa)10.14 Form of Performance-Based Restricted Stock Award Agreement, under the 2016 Incentive Plan. (bb)10.15 Offer Letter to Neil Hunn. (cc)10.16 Long-Term Incentive Opportunity Agreement for Neil Hunn. (dd)10.17 Retirement Agreement and General Release, dated February 1, 2019, by and between the Company and Paul Soni. (ee)10.18 2021 Incentive Plan. (ff)10.19 Form of Performance-Based Restricted Stock Award Agreement, under the 2021 Incentive Plan. (ff)10.20 Form of Non-Statutory Stock Option Agreement, under the 2021 Incentive Plan. (ff)10.21 Form of Restricted Stock Award Agreement, under the 2021 Incentive Plan. 10.22 Form of Performance Share Unit Award Agreement, under the 2021 Incentive Plan, filed herewith. (gg)10.23 Roper Technologies, Inc. Director Compensation Plan. (hh)10.24 Form of Non-Employee Director Restricted Stock Unit Award Agreement, under the 2021 Incentive Plan (included in Exhibit 10.23). (ii)10.25 Form of Non-Employee Director Restricted Stock Award Agreement, under the 2021 Incentive Plan (included in Exhibit 10.23). (jj)10.26 Separation Agreement and Full Release dated December 13, 2022 by and between Roper Technologies, Inc. and Robert Crisci. (kk)10.27 Service Provider Agreement dated December 13, 2022 by and between Roper Technologies, Inc. and Robert Crisci. 21.1 List of Subsidiaries, filed herewith. 23.1 Consent of Independent Registered Public Accountants, filed herewith. 31.1 Rule 13a-14(a)/15d-14(a) Certification oftheChief Executive Officer, filed herewith. 31.2 Rule 13a-14(a)/15d-14(a) Certification oftheChief Financial Officer, filed herewith. 32.1 Section 1350 Certification oftheChief Executive and Chief Financial Officers, furnishedherewith. 97.1 Roper Technologies, Inc. Compensation Clawback Policy (filed herewith).