# Rockwell Automation (ROK): Recent Events ## Filings that contain financial statements Rockwell Automation is a domestic filer, so its quarterly statements are in its 10-Q and 10-K. Each earnings press release furnished on Form 8-K (Exhibit 99) also carries condensed statements and reconciliation tables: - 8-K filed August 4, 2026, accession 0001024478-26-000028: third quarter fiscal 2026 (quarter ended June 30, 2026) results release with income statement, balance sheet, cash flow and non-GAAP reconciliations. - 8-K filed May 5, 2026, accession 0001024478-26-000020: second quarter fiscal 2026 (quarter ended March 31, 2026) release with the same set of statements. - 8-K filed February 5, 2026, accession 0001024478-26-000003: first quarter fiscal 2026 (quarter ended December 31, 2025) release. - 8-K filed November 6, 2025, accession 0001024478-25-000112: fourth quarter and full fiscal year 2025 (year ended September 30, 2025) release. ## Earnings and guidance - **August 4, 2026 (third quarter fiscal 2026; 0001024478-26-000028).** Sales were $2,313 million, up 8% (organic up 10%; divestitures subtracted 3 points; currency added 1 point). Diluted EPS was $3.65 and Adjusted EPS was $3.49, up 40% and 22%. Operating cash flow was $724 million and free cash flow $654 million. Guidance was raised: fiscal 2026 reported and organic sales growth of 7.5% to 9.5% (prior 5% to 9%), diluted EPS of $12.72 to $13.02 (prior $11.88 to $12.48) and Adjusted EPS of $13.00 to $13.30 (prior $12.50 to $13.10). Guidance excludes the divested Sensia businesses in the second half. - **May 5, 2026 (second quarter; 0001024478-26-000020).** Sales were $2,239 million, up 12% (organic up 9%). Diluted EPS was $3.10 and Adjusted EPS $3.30. Guidance was raised: sales growth of 5% to 9% (prior 3% to 7%), diluted EPS $11.88 to $12.48 (prior $10.75 to $11.55) and Adjusted EPS $12.50 to $13.10 (prior $11.40 to $12.20). The release introduced Enterprise operating profit and margin measures that include Corporate and other expenses. - **February 5, 2026 (first quarter; 0001024478-26-000003).** Sales were $2,105 million, up 12% (organic up 10%). Diluted EPS was $2.69 and Adjusted EPS $2.75. The company reaffirmed its sales growth ranges (3% to 7% reported, 2% to 6% organic) and raised EPS guidance to $10.75 to $11.55 diluted and $11.40 to $12.20 adjusted, citing an updated full-year tax rate. - **November 6, 2025 (fourth quarter and fiscal 2025; 0001024478-25-000112).** Fiscal 2025 sales were $8,342 million, up 1%. Full-year diluted EPS was $7.67 and Adjusted EPS $10.53. Fourth-quarter results carried $136 million of pre-tax charges for a change in accounting method for legacy asbestos defense costs and an indemnity accrual increase, and a non-cash impairment related to the Sensia joint venture. Adjusted EPS definitions were changed to exclude legacy asbestos and environmental costs. Initial fiscal 2026 guidance: sales growth of 3% to 7% (organic 2% to 6%), diluted EPS $10.40 to $11.40 and Adjusted EPS $11.20 to $12.20. ## Portfolio: Sensia joint venture dissolution (completed) - **November 6, 2025 (0001024478-25-000112).** Rockwell and its partner SLB agreed to pursue an orderly dissolution of the Sensia joint venture after a strategic review, with Rockwell to take back the process automation business it had contributed. The release expected closing in the first half of fiscal 2026. - **April 1, 2026 (first disclosed in the May 5, 2026 second-quarter release, 0001024478-26-000020, which refers to the "April 1, 2026 dissolution of the Sensia joint venture"; closing details from the August 4, 2026 release, 0001024478-26-000028).** The August 4 release states the company "completed the dissolution of the Sensia joint venture" on April 1, which included divestiture of certain businesses to the partner. This is closed, not pending. The quarterly report (10-Q, accession 0001024478-26-000030) states the JV partner made a $40 million cash payment to Rockwell, that net assets of $94 million were derecognized, and that Rockwell recorded a pre-tax gain of $20 million in other income. ## Capital actions - **Share repurchases.** Third quarter fiscal 2026: about 0.3 million shares for $145 million, with about $1.2 billion remaining under existing authorizations at June 30, 2026 (0001024478-26-000028). Second quarter: about 1.2 million shares for $454 million, with about $318 million then remaining (0001024478-26-000020). First quarter: about 0.4 million shares for $154 million (0001024478-26-000003). The quarterly report notes the Board authorized an additional $1.0 billion of repurchases on June 9, 2026 (0001024478-26-000030); no 8-K was filed for that authorization. - **Dividends.** The quarterly report shows cash dividends of $1.38 per share in the three months ended June 30, 2026 versus $1.31 a year earlier (0001024478-26-000030). - **Credit facility, November 18, 2025 (8-K filed November 21, 2025; 0001193125-25-291330).** Rockwell entered a $1.5 billion five-year unsecured revolving credit agreement with Bank of America, N.A. as administrative agent, with an option to increase commitments by up to $750 million. It replaced the prior agreement, whose terms were described as substantially the same. - **364-day term loan, May 16, 2025 (0001193125-25-122544).** Rockwell entered a $500 million senior unsecured 364-day term loan agreement and the banks advanced the full $500 million on May 16, 2025, for general corporate purposes. ## Management and board - **September 21, 2026 (8-K filed September 24, 2026; 0001193125-26-401143).** Scott A. Genereux notified the company of his decision to retire effective December 31, 2026. He ceases to be Chief Revenue Officer effective September 30, 2026 and remains a Senior Vice President through retirement. - **April 15-17, 2026 (0001024478-26-000014).** The Board increased its size from ten to eleven and elected David A. Zapico, Chairman and CEO of AMETEK, Inc., as a director effective April 16, 2026, serving on the Compensation and Talent Management and the Board Composition and Corporate Governance committees. - **February 10, 2026 annual meeting (0001024478-26-000007 and 0001193125-26-054744).** Shareowners elected three directors to terms expiring in 2029, approved executive compensation on an advisory basis with about 87% of votes cast in favor, and ratified Deloitte & Touche LLP as auditor for fiscal 2026. Shareowners also approved the 2026 Long-Term Incentives Plan. - **September 30, 2025 (filed October 3, 2025; 0001193125-25-230104).** New change of control agreements were signed with the CEO, Christian Rothe, Scott Genereux, Tessa Myers, Rebecca House and certain other officers, replacing agreements that expired September 30, 2025. - **May 30, 2025 (filed June 4, 2025; 0001193125-25-134874).** CEO Blake Moret adopted a Rule 10b5-1 trading plan covering vesting equity awards and exercise of stock options. ## Not found in SEC filings reviewed No acquisition signings or closings, restructuring programs, dividend-rate announcements or legal outcomes were reported on Form 8-K in the period reviewed.