ROK 10-K & 10-Q changes, risk factors and insider trading

As a global company operating in over 100 countries, we face risks related to foreign currency markets. A strengthening U.S. Dollar (USD) may adversely impact our sales and profitability related to business we do outside the U.S. Economic, political, regulatory, and compliance risks, particularly in emerging markets, can restrict our ability to exchange, transact, or pay dividends with foreign currencies we hold. See Item 7A for additional information about foreign currency risks.

We face strong competition in all of our market segments in several significant respects. We compete based on breadth and scope of our hardware and software product portfolio and solution and service offerings, technology differentiation, the domain expertise of our employees and partners, product performance, quality of our hardware and software products, solutions, and services, knowledge of integrated systems and applications that address our customers’ business challenges, pricing, delivery, and customer service. The relative importance of these factors differs across the geographic markets and product areas that we serve and across our market segments. We seekstrive to maintainstay competitive pricingby levelscontinuously acrossadvancing technologies, including through the adoption and withinintegration geographicof marketsartificial byintelligence continually developing advanced technologies(AI), for new hardware and software products andproducts, product enhancementsenhancements, and offering complete solutions forthat address our customers’ business problems.challenges. If we fail to achieve our objectives, to keep pace with technological changes including the development of artificial intelligence and machine learning, or to provide high quality hardware and software products, solutions, and services,objectives we may lose business or experience price erosion and correspondingly lower sales and margins. We expect the level of competition to remain high in the future, which could limit our ability to maintain or increase our market share or profitability.

Our business requires that we buy equipment, components, and services including finished products, electronic components, and commodities. Our reliance on suppliers involves certain risks, including:

•embargoes, sanctions, and other trade restrictions that may affect our ability to purchase components, commodities, or other materials, including rare earth minerals, from various suppliers; and

The current cyber threat environment indicates increased risk for all companies, including those in industrial automation and information technology.technology, and the adoption of AI has resulted in more sophisticated attacks, increasing our risk exposure. Like other global companies, we have experienced cyber threats and incidents, although none have been material or had a material adverse effect on our business or financial condition. Our information security efforts include programs designed to address security governance, compliance, risk management, secure development and engineering, data protection, insider risk, third-party risk, security awareness, access management, incident response, and security operations in support of enterprise security and product security. We believe these measures reduce, but cannot eliminate, the risk of a cybersecurity incident internally or externally. Any significant security incidents could have an adverse impact on sales, harm our reputation, and cause us to incur legal liability and increased costs to address such events and related security concerns.

Our hardware and software products, services and solutions are used by our direct and indirect customers in applications that may be subject to information theft, tampering, sabotage, or cyber-attacks. Careless or malicious actors could cause a customer’s process to be disrupted or could cause equipment to operate in an improper manner, resulting in harm to people or property. To a significant extent, the security of our customers’ systems depends on how those systems are designed, installed, protected, configured, updated, and monitored, and much of this is typically outside our control. In addition, both software and hardware supply chains can introduce security vulnerabilities into many technologies across the industry. Past global cyber-attacks have also been perpetuated by compromising software updates in widely used software products, posing the risk that vulnerabilities or malicious content could be inserted into our products. In some cases, it is possible that malware attacks could spread throughout the supply chain, moving from one company to the next via authorized network connections. We have designed a Secure Development Lifecycle Program that incorporates appropriate security activities into the necessary development and support practices for our commercial product offerings. The Secure Development Lifecycle Program is audited annually by third-party firms. Our Third-Party Risk Program manages risk posed by our suppliers used in the development of our commercial product offerings. While we continue to improve the security attributes of our commercial product offerings, we can reduce risk, but not eliminate it.

An inability to successfully execute cost productivity and margin expansion initiatives.initiatives could negatively impact our business and financial results.

We do business in more than 100 countries around the world. In addition, our manufacturing operations, suppliers, and employees are located in many places around the world. The future success of our business depends on growth in our sales in all global markets. Our global operations are subject to numerous financial, legal, and operating risks, such as political and economic instability; prevalence of corruption in certain countries; enforcement of contract and intellectual property rights; and compliance with existing and future laws, regulations, and policies, including those related to exports, imports, tariffs, embargoes and other trade restrictions, investments, taxation, product content and performance, employment, and repatriation of earnings. In addition, we are affected by changes in foreign currency exchange rates, inflation rates, and interest rates. The occurrence or consequences of these risks may make it more difficult to operate our business and may increase our costs, which could decrease our profitability and have an adverse effect on our financial condition.

Our success depends in part on our ability to anticipate and offer hardware and software products and services that appeal to the changing needs and preferences of our customers in the various markets we serve. Developing new hardware and software products and service offerings requires high levels of innovation, and the development process is often lengthy and costly. If we are not able to anticipate, identify, develop, and market products that respond to changes in customer preferences and emerging technological and broader industry trends, including the developmentadoption and integration of artificial intelligence and machine learning,AI, demand for our products could decline.

•difficulties implementing and maintaining consistent standards, financial systems, internal and other controls, procedures, policies, and information processes and systems;

•difficulties in yielding the desired strategic or financial benefit from venture capital investments, including as a result of being a minority investor or macroeconomic conditions.investor.

New legislativegovernmental actions and regulatory actionsregulations could adversely affect our business.

LegislativeGovernmental actions and regulatory action,regulations, including those related to corporate income taxes, the environment, materials, products, certification,certification and labeling, trade policies, privacy, cybersecurity, AI, or climate change, may be taken in the jurisdictions where we operate that may affect our business activities or may otherwise increase our costs to do business.

In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, that, among other things, ensures that income earned in each jurisdiction that qualifying multinational enterprises operate in is subject to a minimum corporate income tax rate of at least 15%.15 percent. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. Enactment of this regulation in its current form would generally apply to the Company beginning in fiscal year 2026, resulting in an increase in our effective tax rate as well as in the amount of global corporate income tax paid.

Potential liabilities and costs from litigation (including asbestos claims and environmental remediation) could reduce our profitability.

We have been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain of our products many years ago. We estimate the future asbestos litigation-related costs, including both future claim resolution costs and defense costs, that we expect to incur over the next several years.incur. This process is not exact because it relies on a variety of assumptions and specific factors that could potentially change over time and therefore increase or decrease our future projected legacy asbestos net liabilities. Our products may also be used in hazardous industrial activities, which could result in product liability claims. TheWhile we have insurance coverage for certain of these claims, the uncertainties of litigation (including asbestos claims) and the uncertainties related to the collection of insurance proceeds make it difficult to predict the ultimate resolution of these lawsuits.

Rockwell Automation stands at the intersection of the technological and societal trends that are shaping the future of industrial operations. We see converging megatrends including digitization and artificial intelligence,AI, energy transition and sustainability, shifting demographics, and an increased need for resiliency.

•market expansionaccess in Europe and Asia; and

•We capture and act upon employee feedback through our annual employee engagement survey. It measures several engagementemployee experience indicators and drivers and provides an overall employee engagement index (EEI) with external benchmark comparison. The latest survey, conducted in FebruaryMarch 2024,2025, showed ana resilient EEI of 76,70 whichand was eight points higher than the industry norm of 68 for this index. Oura global inclusion index score was 79, five points higher than the industry norm of 74. Additionally, our intent to stay index was 71.

•We invest in growth and development of our employees. As the pace of change increases, it is important we provide re-skilling and upskilling opportunities for our technical talent, along with soft skills and leadership development for all. We offer a portfolio of all employee, managerial, and leader training that spans on-demand, virtual, and live instructor-led formats. Our programs focus on basic as well as transformational skills. WeFurthermore, our culture is the foundation for everything we do, and it is built on integrity and a shared commitment to innovation and growth. As such, we take pridegreat care in ensuring our employees understand our culture and in fiscal 2021 created an opportunity for our employeeshow to participateactivate init team-basedthrough culturededicated workshops thatduring have evolved into a standard duringour new employee onboarding. In fiscal 2024,2025, the majority of our employees completed one or more of our training programs representing overapproximately 1.1one million learning hours.

•We offer employee assistance and work life benefits to all global employees. Our comprehensive benefits include healthcare benefits, disability and life insurance benefits, paid time off, and leave programs. Rockwell offers plans and resources to help employees meet future savings goals through defined benefit and retirement savings plans. We believe that face to face interaction is critical for our culture, innovation, people development, and engagement, and that flexible, virtual work arrangements help employees be more productive and engaged. During fiscal 2024,2025, we updatedsaw strong participation in our Hybrid Workplace Program, which combines the values of both physical workspaces and virtual work options, both of which are important for attracting, retaining, and developing employees and facilitating innovation, engagement, and productivity. We offer flextime, remote work, and part-time arrangements whenever business conditions permit.

We monitor employee retention and attrition rates by demographicseveral factorsfactors. includingFor bynon-manufacturing gender,roles, ethnicity, generation, years of service, career role, region, business, and function. Wewe generally experienced flat attrition rates in fiscal 20242025 as compared to fiscal 2023.2024. For manufacturing roles, we experienced a significant reduction in attrition rates in fiscal 2025 as compared to fiscal 2024. We believe thisthese isrates consistentare withfavorable to market trends experienced broadly across labor markets in fiscal 2024.2025. We use attrition rate information to identify and address unfavorable trends to mitigate risk to our business. See Item 1A. Risk Factors for a discussion of risks relating to our inability to attract, develop, and retain highly qualified employees.

•The Industrial Production (IP) Index, published by the Federal Reserve, which measures the real output of manufacturing, mining, and electric and gas utilities. The Manufacturing IP Index shown in the chart below is expressed as a percentage of real output in a base year, currently 2017.

The table below depicts the trends in these indicators from fiscal 20222023 to 2024.2025. These figures are as of November 12, 2024,2025, and are subject to revision by the issuing organizations. TheThrough August, the IP Index declineddid not significantly change from the third quarter of fiscal 2025. Manufacturing PMI results remained below 50 for each of the months in the fourth quarter of fiscal 2024 versus the third quarter of fiscal 2024. Manufacturing PMI results continued to soften in the fourth quarter of 2024. The Manufacturing PMI reading in the month of September was the highest of the quarter, however it still remains below 50.2025.

Inflation in the U.S. has also had an impact on our input costs and pricing. We used theThe Producer Price Index (PPI), published by the Bureau of Labor Statistics, which measures the average change over time in the selling prices received by domestic producers for their output. September 2025 PPI has not been published as of November 12, 2025. Through August 2025, PPI growth did not significantly change from the third quarter of 2025. After observing double-digit PPI growth through most of 2022, we have now observed PPI growth in the low single digits for the last fournine quarters. Producer prices remain elevated, however, year over year increases continuedremain todecelerated decelerate followingfrom the last two years' surges in prices.2023 and 2022.

In 2024,2025, sales to customers outside the U.S. accounted for less than half of our total sales. These customers include both indigenous companies and multinational companies with a global presence. In addition to the global factors previously mentioned in the Overview section, international demand, particularly in emerging markets, has historically been driven by the strength of the industrial economy in each region, investments in infrastructure, and expanding consumer markets. We use changes in key countries' gross domestic product (GDP), IP, and PMI as indicators of the growth opportunities in each region where we do business. Industrial outputproduction outside the U.S. was mixed in the fourth quarter of fiscal 2024.2025. Manufacturing PMI readings outside the U.S were also mixed with resultsreadings reportedin aboveAsia Pacific generally better than readings in Europe, Canada, Mexico, and below 50 and readings improving in some countries during the quarter and softening in others.Brazil.

(2) Total segment operating earnings and total segment operating margin are non-GAAP financial measures. We exclude purchase accounting depreciation and amortization, and impairment, corporate and other, non-operating pension and postretirement benefit credit (cost), credit, net legacy asbestos and environmental charges, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, and interest expense, net, and income tax provisionnet because we do not consider these items to be directly related to the operating performance of our segments. We believe total segment operating earnings and total segment operating margin are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating segments. Our measures of total segment operating earnings and total segment operating margin may be different from measures used by other companies.

SalesReported and organic sales in fiscal 20242025 decreasedincreased 91 percent compared to 2023. Organic sales decreased 10 percent. Acquisitions increased sales by 1 percentage point. Total annual recurring revenue at September 30, 2024, grewas approximatelycurrency 16had percentno comparedmaterial to September 30, 2023. Organic annual recurring revenue at September 30, 2024 grew approximately 14 percent compared to September 30, 2023. See Annual Recurring Revenue (ARR) for information on this measure.effect. Pricing increased total company sales by approximately 23 percentage points,points year over year, realized in the Intelligent Devices and Software & Control segments. Volume decreased total company sales by approximately 122 percentage points year over year driven by the Software & Control and Intelligent Devices segments, partially offset by the Lifecycle Services segment.

During 2025, we reversed $5 million of restructuring accruals primarily due to attrition without payment of severance. Restructuring charges were $97.4$97 million in fiscal 2024, which relate to actions in conjunction with an enterprise-wide comprehensive program to optimize cost structure and expand margins. See Note 18 in the Consolidated Financial Statements for more information on our restructuring charges.

Income before income taxes decreased to $1,099.1$917 million in 20242025 from $1,608.5$1,100 million in 2023.2024. The decrease was primarily due to lowerhigher segment operating earnings incompensation, the Softwarenon-cash &impairment Controlcharge related to the Sensia joint venture, and Intelligentan Devicesaccounting operating segmentschange and theaccrual fairincrease valuefor adjustmentslegacy recognizedasbestos in the prior year in connection with our previous investment in PTC, Inc. (PTC),liabilities, partially offset by aproductivity, $157.5price millionrealization, accountingand chargeprior inyear 2023restructuring for impairment of goodwill for our Sensia joint venture (goodwill impairment).charges. Total segment operating earnings decreasedincreased to $1,595.3$1,703 million from $1,929.8$1,595 million in 2023,2024, primarily due to lowerproductivity, higher sales volumedriven by price realization, and unfavorablefavorable mix, partially offset by lower incentivehigher compensation and theunfavorable positivenet impact of price realization exceeding input costs.currency.

The effective tax rate in 20242025 was 13.818.3 percent compared to 20.513.8 percent in 2023.2024. The decreaseincrease in the effective tax rate wasis primarily duerelated to a valuation allowance established in 2023 on certain deferred tax assets of our Sensia joint ventureallowances and tax effects offrom the related goodwillnon-cash impairment totalingcharge $33.1for million,the Sensia joint venture and higher discrete tax benefits in 2024 as compared to 2023.2025. The adjustedAdjusted effectiveEffective taxTax rateRate in 20242025 was 15.117.1 percent compared to 16.415.3 percent in 2023.2024. The decreaseincrease in the adjustedAdjusted effectiveEffective taxTax rateRate was primarily due to higher discrete tax benefits in 2024 as compared to 2023.2025.

In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, that, among other things, ensures that income earned in each jurisdiction that qualifying multinational enterprises operate in is subject to a minimum corporate income tax rate of at least 15%.15 percent. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. Enactment of this regulation in its current form would generally apply to the Company beginning in fiscal year 2026, resulting in an approximate increase in our effective tax rate of 3 percent as well as in the amount of global corporate income tax paid.

Net loss attributable to noncontrolling interests was $5.2$120 million in 20242025 compared to $109.4$5 million in 2023.2024. The decreaseincrease was driven by the prior year $93.3$107 million of the accounting charge for goodwill and intangibles impairment and related tax effects including tax asset valuation allowances that areis attributable to noncontrolling interests.

Fiscal 20242025 Net income attributable to Rockwell Automation was $952.5$869 million or $7.67 per share, compared to $953 million or $8.28 per share, compared to $1,387.4 million or $11.95 per share in fiscal 2023.2024. The decreases in Net income attributable to Rockwell Automation and diluted EPS were primarily due to lower salespre-tax margin and lowera pre-taxhigher margin.effective tax rate. Pre-tax margin was 13.3%11.0% in 2025 compared to 17.8%13.3% in fiscal 2023.2024. The decrease in pre-tax margin was primarily due to lowerhigher sales volume, fair value adjustments recognized incompensation, the priornon-cash yearimpairment incharge connectionrelated withto ourthe previousSensia investmentjoint in PTC,venture, and restructuringan charges,accounting change and accrual increase for legacy asbestos liabilities, partially offset by lowerproductivity, incentiveprice compensation,realization, theand prior year goodwillrestructuring impairment, and the benefits from cost reduction actions.charges. Adjusted EPS was $9.71$10.53 in fiscal 2025, up 7 percent compared to $9.85 in fiscal 2024, down 20 percent compared to $12.12 in fiscal 2023, primarily due to lower sales and lowerhigher segment operating margin. Total segment operating margin was 19.3%20.4% in 2025 compared to 21.3%19.3% in fiscal 2023.2024. The decreaseincrease in total segment operating margin was primarily due to lowerproductivity, higher sales volumedriven by price realization, and unfavorablefavorable mix, partially offset by lower incentivehigher compensation and theunfavorable benefitsnet from cost reduction actions.currency.

Intelligent Devices segment operating earnings decreased 153 percent year over year. Segment operating marginsmargin decreased to 18.0 percent in 2025 from 18.4 percent in 2024 from 20.2 percent in 2023,2024, primarily due to higher compensation, lower sales volume, and a prior year earnout accrual adjustment, partially offset by lowerproductivity incentive compensation, the positive impact ofand price realization exceeding input costs, and an adjustment to an earnout accrual tied to achievement of the seller’s revenue target on our Clearpath Robotics, Inc. acquisition including its industrial division OTTO Motors (Clearpath).realization.

Software & Control reported and organic sales decreasedincreased 249 percent in 20242025 compared to 2023.2024. All regions except North America experienced reported and organic sales decreases.

Software & Control segment operating earnings decreasedincreased 4434 percent year over year. Segment operating margin decreasedincreased to 29.7 percent in 2025 from 24.2 percent in 2024 from 33.0 percent in 2023,2024, primarily due to lowerproductivity, higher sales volume, partially offset by lower incentive compensation and the positive impact of price realizationrealization, exceedingpartially inputoffset costs.by higher compensation.

Lifecycle Services reported and organic sales increaseddecreased 103 percent in 20242025 compared to 2023.2024. OrganicAll regions except Europe, Middle East, and Africa experienced reported sales increased 8 percent. Acquisitions increased sales by 2 percentage points.decreases. All regions experienced reported sales increases. All regions except Asia Pacific experienced organic sales increases.decreases.

Lifecycle Services segment operating earnings increaseddecreased 14613 percent year over year. Segment operating margin increaseddecreased to 14.5 percent in 2025 from 16.1 percent in 2024 from 7.2 percent in 2023,2024, primarily due to lower incentivehigher compensation, higherpartially salesoffset volume,by strong project execution, higher margins in Sensia,execution and ongoing savings from the prior year structural actions.productivity.

For a discussion of the Company’s fiscal 20232024 results compared to fiscal 2022,2023, see Item 7. MD&A of the Company’s Annual Report on Form 10-K for the year ended September 30, 2023,2024, filed on November 8,12, 2023.2024.

Purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation includes ana non-cash accounting charge related to goodwill and intangible asset impairment for our Sensia joint venture in the year ended September 30, 2023.2025, and goodwill impairment for the year ended September 30, 2023, for the Sensia joint venture. See Note 3 in the Consolidated Financial Statements for more information on our goodwill and intangible asset impairment charges. The tax effect of the purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation includes the tax effects on the Sensia joint venture goodwill impairmentimpairments and related Sensia tax asset valuation allowances. We recognized restructuring charges in conjunction with an enterprise-wide comprehensive program to optimize cost structure and expand margins in the year ended September 30, 2024. See Note 18 in the Consolidated Financial Statements for more information on our restructuring charges. Non-operating pension and postretirement benefit cost (credit) cost is defined as all components of our net periodic pension and postretirement benefit cost except for service cost. See Note 14 in the Consolidated Financial Statements for more information on our net periodic pension and postretirement benefit cost.

(1) 20232025 includes $97.3$110 million net expense from $157.5a $224 million goodwill and intangible asset non-cash impairment charge included in Income before income taxes, ($7) million tax effect including related valuation allowances recorded in the Income tax provision, and ($107) million Net loss attributable to noncontrolling interests. 2023 includes $98 million net expense from a $158 million goodwill impairment charge included in Income before income taxes, $33.1$33 million tax effect from goodwill impairment andincluding related valuation allowances recorded in the Income tax provision, and ($93.3$93) million Net loss attributable to noncontrolling interests.

Cash provided by operating activities was $863.8$1,544 million for the year ended September 30, 2024,2025, compared to $1,374.6$864 million for the year ended September 30, 2023.2024. Free cash flow was $639.1$1,358 million for the year ended September 30, 2024,2025, compared to $1,214.1$639 million for the year ended September 30, 2023.2024. The year-over-year decreasesincreases in cash provided by operating activities and free cash flow were primarily due to lowercost pre-taxreduction income,and higherother margin expansion initiatives, no payout of incentive compensation payments in 2024the first quarter of fiscal 2025 related to fiscal 20232024 performance, and higherlower tax payments, partially offset by decreasesa involuntary workingpre-tax capital.contribution Freeof cash$70 flowmillion forto the year ended September 30, 2024, also includes $64.2 million of higher capital expenditures. Taxes paid in the year ended September 30, 2024, include $58.4 million ofcompany's U.S. transitionpension tax under the Tax Cuts and Jobs Act of 2017 (the Tax Act) and $67.4 million for capital gains from the sale of shares of PTC common stock.plan.

Information about our most significant risk factors is contained in Item 1A. Risk Factors, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at MarchJune 31,30, 2026, there has been no material change to this information, except thatas theupdated existing risk factor entitled "Failures or security breaches ofin our commercialQuarterly product offerings (which includes hardware, software, services, and solutions), manufacturing equipment, supply chain, or information and operational technology systems could have an adverse effectReport on ourForm business."10-Q isfiled updatedMay as5, follows:2026.

In the secondthird quarter of 2026, sales in the U.S. accounted for over half of our total sales. The various indicators we use to gauge the direction and momentum of our served U.S. markets include:

The table below depicts trends in these indicators since the quarter ended September 2024. These figures are as of MayAugust 5,4, 2026, and are subject to revision by the issuing organizations. Through March,June, the IP index increased versus the firstsecond quarter of fiscal 2026. Manufacturing PMI results also increased as well during the secondthird quarter of fiscal 2026, withreaching January, February, and March registering readings above 50 and thetheir highest levelslevel in over threefour years.

Inflation in the U.S. has also had an impact on our input costs and pricing. The Producer Price Index (PPI), published by the Bureau of Labor Statistics, measures the average change over time in the selling prices received by domestic producers for their output. PPI growth didincreased notto significantly5.5% change from the first quarteras of June 2026, andindicating remainsan acceleration in theproducer lowprice single digits.inflation.

In the secondthird quarter of 2026, sales to customers outside the U.S. accounted for less than half of our total sales. These customers include both indigenous companies and multinational companies with a global presence. In addition to the global factors previously mentioned in the Overview section, international demand, particularly in emerging markets, has historically been driven by the strength of the industrial economy in each region, investments in infrastructure, and expanding consumer markets. We use changes in key countries' gross domestic product (GDP), IP, and PMI as indicators of the growth opportunities in each region where we do business. Industrial output outside the U.S. was mostly positive in the secondthird quarter of fiscal 2026. Manufacturing PMI readings outside the U.S were mostly positive as wellwell, exceptwith formany Mexicocountries andacross Brazilall whereregions readingsreporting remainedabove below50 50.in June.

As a result of a U.S. Supreme Court ruling issued in February 2026, the Company may beis entitled to a refundrefunds of tariffs previously paid under the IEEPA on imported productsproducts. underIn July 2026, the InternationalCompany Emergencytook Economicsteps Powersto Actpreserve refund eligibility and submitted claims to U.S. Customs and Border Protection (CBP) through the applicable refund process for a large portion of the IEEPA). tariffs paid that the Company believes are eligible for refund. As of MarchJune 31,30, 2026, the Company has not recognized an asset related to theany potential refund.refunds. The Company will continue to monitor developments associated with the refund program, including the processing and adjudication of its claims by CBP, and will recognize aany refund when realizablerealization inis accordancedetermined withto be appropriate under ASC 450, Contingencies. If tariff amounts are ultimately refunded, the Company expects to implement a refund process for qualified customers.

(2) Legacy asbestos and environmental charges were previously included in Corporate and other. Three and sixnine months ended MarchJune 31,30, 2025 have been recast to conform to current year presentation.

(3) Enterprise operating profit and Enterprise operating margin are non-GAAP financial measures. We exclude from income before income taxes and pre-tax margin amortization of acquisition-related intangible assets, impairment, non-operating pension and postretirement benefit credit, net legacy asbestos and environmental charges, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, costgain associated withon dissolution of Sensia, net of transaction costs, and interest expense, net because we do not consider these items to be directly related to the operating performance of our enterprise. We believe Enterprise operating profit and Enterprise operating margin are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating enterprise. Our measures of Enterprise operating profit and Enterprise operating margin may be different from measures used by other companies.

Three and SixNine Months Ended MarchJune 31,30, 2026, Compared to Three and SixNine Months Ended MarchJune 31,30, 2025

On April 1, the Company completed the dissolution of the Sensia joint venture, which included divestiture of certain businesses to the joint venture partner. Prior period reported sales have been adjusted to calculate organic sales. Sales increased 128 percent and 10 percent year over year in both the three and sixnine months ended MarchJune 31,30, 2026.2026, respectively. Organic sales increased 10 percent and 9 percent year over year in boththe three and nine months ended June 30, 2026, respectively. Divestitures decreased sales by 3 percent and 1 percent in the three and sixnine months ended MarchJune 31,30, 2026.2026, respectively. Currency translation increased sales by 31 percent and 2 percent in both the three and sixnine months ended MarchJune 31,30, 2026.2026, respectively. Pricing contributed 1 percentage points and 3 percentage points to organic growth year over year in both the three and sixnine months ended MarchJune 31,30, 2026.2026, respectively.

Corporate and other expenses were $26$34 million and $56$90 million in the three and sixnine months ended MarchJune 31,30, 2026, respectively, compared to $27$36 million and $62$98 million in the three and sixnine months ended MarchJune 31,30, 2025, respectively.

Income before income taxes increased to $440$470 million and $782$1,252 million in the three and sixnine months ended MarchJune 31,30, 2026, respectively, from $299$342 million and $512$854 million in the three and sixnine months ended MarchJune 31,30, 2025, respectively.

Pre-tax margin was 19.720.3 percent and 18.8 percent in the three and nine months ended June 30, 2026, respectively, compared to 16.0 percent and 14.2 percent in the three and nine months ended June 30, 2025, respectively. Enterprise operating margin was 22.3 percent and 21.4 percent in the three and nine months ended June 30, 2026, respectively, compared to 19.5 percent and 18.0 percent in the three and sixnine months ended MarchJune 31, 2026, respectively, compared to 14.9 percent and 13.2 percent in the three and six months ended March 31, 2025, respectively. Enterprise operating margin was 22.5 percent and 20.9 percent in the three and six months ended March 31, 2026, respectively, compared to 19.0 percent and 17.2 percent in the three and six months ended March 31,30, 2025, respectively. For both the three and six months ended MarchJune 31,30, 2026, pre-tax margin and Enterprise operating margin increased primarily due to higher sales volume, positivefavorable impactmix, and the margin benefit of pricethe realizationSensia joint venture dissolution, partially offset by negative impacts of input costs exceeding inputprice costs,realization. includingFor productivity,the nine months ended June 30, 2026, pre-tax margin and Enterprise operating margin increased primarily due to higher sales volume, favorable mix, and productivity, partially offset by higher compensation.

The effective tax rates for the three and sixnine months ended MarchJune 31,30, 2026, were 20.213.2 percent and 16.515.3 percent, respectively, compared to 17.114.3 percent and 16.815.8 percent for the three and sixnine months ended MarchJune 31,30, 2025, respectively. The decrease in the effective tax rate was primarily due to the favorable discrete tax items related to the dissolution of the Sensia joint venture, partially offset by the impact of BEPS Pillar Two minimum tax rules. Our Adjusted Effective Tax Rates for the three and six months ended March 31, 2026, were 20.6 percent and 19.1 percent, respectively, compared to 17.7 percentRate for both the three and sixnine months ended MarchJune 31,30, 2025.2026, was 19.2 percent, compared to 15.3 percent and 16.7 percent for the three and nine months ended June 30, 2025, respectively. The increasesincrease in the effective tax rate and the Adjusted Effective Tax Rate werewas primarily due to the application of BEPS Pillar Two minimum tax rules in Singapore offset by favorable discrete tax items in the first quarter of fiscal year 2026.Singapore.

Fiscal 2026 secondthird quarter Net income attributable to Rockwell Automation was $350$408 million or $3.10$3.65 per share, compared to $252$295 million or $2.22$2.60 per share in the secondthird quarter of 2025. The increases in Net income attributable to Rockwell Automation and diluted EPS were primarily due to higher pre-tax margin. Adjusted EPS was $3.30$3.49 in the secondthird quarter 2026, up 3222 percent compared to $2.50$2.85 in the secondthird quarter of 2025, primarily due to higher Enterprise operating margin.

Net income attributable to Rockwell Automation was $655$1,063 million or $5.79$9.44 per share in the sixnine months ended MarchJune 31,30, 2026, compared to $436$731 million or $3.83$6.43 per share in the sixnine months ended MarchJune 31,30, 2025. The increases in Net income attributable to Rockwell Automation and diluted EPS were primarily due to higher pre-tax margin. Adjusted EPS was $6.05$9.55 in the sixnine months ended MarchJune 31,30, 2026, up 3933 percent compared to $4.35$7.20 in the sixnine months ended MarchJune 31,30, 2025, primarily due to higher Enterprise operating margin.

Intelligent Devices sales increased 1312 percent and 1514 percent year over year in the three and sixnine months ended MarchJune 31,30, 2026, respectively. Organic sales increased 910 percent and 1312 percent year over year in the three and sixnine months ended MarchJune 31,30, 2026, respectively. The effects of currency translation increased sales by 4 percent and 2 percent year over year in both the three and sixnine months ended MarchJune 31,30, 2026.2026, respectively. For the three months ended MarchJune 31,30, 2026, reported and organic sales increased in all regions.regions except for Latin America. For the sixnine months ended MarchJune 31,30, 2026, reported sales increased in all regions, while organic sales increased in all regions except for Latin America.

Intelligent Devices segment operating earnings increased 3519 percent year over year in the sixthree months ended MarchJune 31,30, 2026. Segment operating margin increased to 19.220.0 percent in the sixthree months ended MarchJune 31,30, 2026, from 16.418.8 percent in the same period a year ago, primarily due to higher sales volume, positivefavorable impact of price realization exceeding input costs, including productivity,currency, and favorable mix, partially offset by highernegative compensation.impacts of input costs exceeding price realization.

Software & Control sales increased 19 percent and 20 percent year over year in both the three and sixnine months ended MarchJune 31,30, 2026.2026, respectively. Organic sales increased 18 percent and 17 percent year over year in both the three and sixnine months ended MarchJune 31,30, 2026.2026, respectively. The effects of currency translation increased sales by 1 percent and 3 percent year over year in boththe three and nine months ended June 30, 2026, respectively. For the three and sixnine months ended MarchJune 31, 2026. For the three months ended March 31, 2026, reported sales increased in all regions, while organic sales increased in all regions except for Latin America. For the six months ended March 31,30, 2026, reported and organic sales increased in all regions.

Software & Control segment operating earnings increased 4331 percent year over year in the sixthree months ended MarchJune 31,30, 2026. Segment operating margin increased to 33.134.8 percent in the sixthree months ended MarchJune 31,30, 2026, from 27.731.6 percent in the same period a year ago, primarily due to higher sales volume, partially offset by highernegative compensation.impact of input costs exceeding price realization.

Lifecycle Services sales increaseddecreased 212 percent and decreased 15 percent year over year in the three and sixnine months ended MarchJune 31,30, 2026, respectively. Organic sales decreased 12 percent and 3 percent year over year in the three and nine months ended June 30, 2026, respectively. The effects of divestitures decreases sales by 11 percent and 4 percent year over year in the three and sixnine months ended MarchJune 31,30, 2026, respectively. The effects of currency translation increased sales by 31 percent and 2 percent year over year in the three and sixnine months ended MarchJune 31,30, 2026.2026, respectively. For the three months ended MarchJune 31,30, 2026, reported and organic sales increased in Europe,Latin Middle East, and AfricaAmerica and Asia Pacific, while decreasing in NorthEurope, AmericaMiddle East, and LatinAfrica and North America. For the sixnine months ended MarchJune 31,30, 2026, reported and organic sales decreased in all regions, except Europe, Middle East, and Africa.regions.

Lifecycle Services segment operating earnings increasedwere 5 percentflat year over year in the sixthree months ended MarchJune 31,30, 2026. Segment operating margin increased to 14.415.1 percent in the sixthree months ended MarchJune 31,30, 2026, from 13.513.3 percent in the same period a year ago, primarily due to strong project execution,execution and the margin benefit from the Sensia joint venture dissolution, partially offset by higherlower compensation.sales volume.

(1) Amortization of acquisition-related intangible assets does not include amortization for intangibles internally developed, which is included in segment operating earnings. For the three and sixnine months ended MarchJune 31,30, 2026, the amortization expense for internally developed intangible amortization was $4$2 million and $6$8 million, respectively. For the three and nine months ended June 30, 2025, the amortization expense for internally developed intangible amortization was $3 million and $8 million, respectively.

Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate are non-GAAP earnings measures that exclude non-operating pension and postretirement benefit credit, amortization of acquisition-related intangible assets, net legacy asbestos and environmental charges, costgain and tax items associated withon dissolution of SensiaSensia, attributablenet toof Rockwelltransaction Automation,costs, change in fair value of investments, and restructuring charges aligned with enterprise-wide strategic initiatives, including their respective tax effects.effects and discrete tax items. See Note 9 in the Consolidated Financial Statements for more information on our net periodic pension and postretirement benefit cost.

In fiscal 2026, we updated the definition of our non-GAAP earnings measures to exclude cost,the netgain of tax, and tax items associated withon the April 1, 2026 dissolution of the Sensia joint venture.venture, net of transaction costs, tax, and tax items. We believe the change to our definition provides a more useful presentation of our operating performance to investors as these costs and tax effects are not reflective of our ongoing operations. We did not revise prior years because there were no similar amounts.

Cash provided by operating activities was $554$1,278 million for the sixnine months ended MarchJune 31,30, 2026, compared to $563$1,090 million for the sixnine months ended MarchJune 31,30, 2025. Free cash flow was $445$1,099 million for the sixnine months ended MarchJune 31,30, 2026, compared to $464$953 million for the sixnine months ended MarchJune 31,30, 2025. The year over year decreasesincreases in cash provided by operating activities and free cash flow were primarily due to higher pre-tax income, partially offset by the payout of incentive compensation in fiscal 2026 related to fiscal 2025 performance while no incentive compensation was paid in fiscal 2025 related to fiscal 2024 performance, andas well as increases in working capital, partially offset by higher pre-tax income.capital.

Our Short-term debt as of MarchJune 31,30, 2026, included commercial paper borrowings of $1,025$684 million with a weighted average interest rate of 4.003.89 percent, and a weighted average maturity period of 2825 days. Our Short-term debt as of September 30, 2025, included commercial paper borrowings of $522 million, with a weighted average interest rate of 4.24 percent, and a weighted average maturity period of 16 days.

In December 2022, Sensia entered into an unsecured $75 million line of credit. There were no borrowings outstanding under the line of credit as of December 31, 2025, as the credit line matured and closed and outstanding debt was settled with loans from the joint venture partners. As of September 30, 2025, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.18 percent. Also included in Short-term debt as of MarchSeptember 31,30, 2026,2025, were the following interest-bearing loans from Schlumberger (SLB) to Sensia: $42 million due October 15, 2026, $14 million duein JuneShort-term 15, 2026, and $33 million due June 10, 2026. As of September 30, 2025, the $14 milliondebt, and $42 million of interest-bearing loans were included in Short-termLong-term debtdebt. In December 2025, the credit line matured and Long-termwas debt,closed. respectively.The Pursuant to the separation agreement referenced in Note 1 in the Consolidated Financial Statements, all intercompanyoutstanding debt was settled bywith loans from the joint venture partnerspartners. uponUpon dissolution of the Sensia joint venture, interest-bearing loans from SLB to Sensia were assumed by SLB. Refer to Note 1 for additional details on the dissolution.

We repurchased approximately 1.62.0 million shares of our common stock under our share repurchase program in the first sixnine months of fiscal 2026. The total cost of these shares was $608$754 million, of which $12$2 million was recorded in Accounts payable at MarchJune 31,30, 2026, related to shares that did not settle until AprilJuly 2026. Excise tax of $2 million was paid during the three months ended March 31, 2026, related to our 2026 share repurchases. At September 30, 2025, there were $1 million of outstanding common stock share repurchases recorded in Accounts payable. We repurchased approximately 0.81.3 million shares of our common stock under our share repurchase program in the first sixnine months of fiscal 2025. The total cost of these shares was $228$350 million, of which $3$1 million was recorded in Accounts payable at MarchJune 31,30, 2025, related to shares that did not settle until AprilJuly 2025. Our decision to repurchase shares in the remainder of fiscal 2026 will depend on business conditions, free cash flow generation, other cash requirements, and stock price. At MarchJune 31,30, 2026, we had approximately $318$1.2 millionbillion remaining for share repurchases under our existing board authorization.authorizations. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, for additional information regarding share repurchases.

At MarchJune 31,30, 2026, the majority of our Cash and cash equivalents were held by non-U.S. subsidiaries. We use a global cash pooling arrangement to allocate capital resources among our entities. As a result of the broad changes to the U.S. international tax system under the Tax Act,Cuts and Jobs Act of 2017, the Company accounts for taxes on earnings of substantially all of its non-U.S. subsidiaries including both non-U.S. and U.S. taxes. The Company has concluded that earnings of a limited number of its non-U.S. subsidiaries are indefinitely reinvested.

In November 2025, we replaced our former $1.5 billion unsecured revolving credit facility with a new five-year $1.5 billion unsecured revolving credit facility, expiring in November 2030. This credit facility uses the secured overnight fundingfinancing rate (SOFR) as the primary basis for determining interest payments. We can increase the aggregate amount of this credit facility by up to $750 million, subject to the consent of the banks in the credit facility. We did not borrow against this credit facility during the quarter ended MarchJune 31,30, 2026, or against our prior credit facility during the quarter ended September 30, 2025. The terms of this credit facility contain covenants under which we agree to maintain an EBITDA-to-interest ratio of at least 3.0 to 1.0. The EBITDA-to-interest ratio is defined in the credit facility as the ratio of consolidated EBITDA for the preceding four quarters to consolidated interest expense for the same period.

Separate short-term unsecured credit facilities of approximately $275$274 million at MarchJune 31,30, 2026, were available to non-U.S. subsidiaries, of which, approximately $35$32 million was committed under letters of credit. Borrowings under our non-U.S. credit facilities at MarchJune 31,30, 2026, and September 30, 2025, were not significant. We were in compliance with all covenants under our credit facilities at MarchJune 31,30, 2026, and September 30, 2025. There are no significant commitment fees or compensating balance requirements under our credit facilities.

The following is a summary of our credit ratings as of MayAugust 5,4, 2026:

Net gains and losses related to derivative forward exchange contracts designated as cash flow hedges offset the related gains and losses on the hedged items during the periods in which the hedged items are recognized in earnings. During the three and sixnine months ended MarchJune 31,30, 2026, we reclassified $3$2 million and $4$6 million, respectively, in pre-tax net losses related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. During both the three and six months ended MarchJune 31,30, 2025, we reclassified $7$1 million in pre-tax losses related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. During the nine months ended June 30, 2025 we reclassified $6 million in pre-tax net gains related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. As of MarchJune 31,30, 2026, we expect that approximately $6$1 million of pre-tax net unrealized lossesgains on cash flow hedges will be reclassified into earnings during the next 12 months.

Information with respect to our contractual cash obligations is contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at MarchJune 31,30, 2026, there has been no material change to this information.

We have prepared the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Consolidated Financial Statements and revenues and expenses during the periods reported. These estimates are based on our best judgment about current and future conditions, but actual results could differ from those estimates. Information with respect to accounting estimates that are the most critical to the understanding of our financial statements as they could have the most significant effect on our reported results and require subjective or complex judgments by management is contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at MarchJune 31,30, 2026, there has been no material change to this information.

Information with respect to the effect of compliance with environmental protection requirements and resolution of environmental claims on us and our manufacturing operations is contained in Note 17 in the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at MarchJune 31,30, 2026, there has been no material change to this information.