rok-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _______ to _______

Commission file number 1-12383

_________________________________________

Rockwell Automation, Inc.

(Exact name of registrant as specified in its charter)

_________________________________________


Delaware		25-1797617
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1201 South Second Street
Milwaukee,	Wisconsin	53204
(Address of principal executive offices)		(Zip Code)

+1 (414) 382-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

_________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock ($1.00 par value)

ROK

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

111,273,953 shares of registrant’s Common Stock were outstanding on March 31, 2026.

Table of Contents

INDEX


			Page No.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheet			4

Consolidated Statement of Operations			5

Consolidated Statement of Comprehensive Income			6

Consolidated Statement of Cash Flows			7

Consolidated Statement of Shareowners' Equity			8

Notes to Consolidated Financial Statements			10

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)			29

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			30

Item 3. Quantitative and Qualitative Disclosures About Market Risk			45

Item 4. Controls and Procedures			45

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			46

Item 1A. Risk Factors			46

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			47

Item 5. Other Information			48

Item 6. Exhibits			49

Signatures			50

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ROCKWELL AUTOMATION, INC.

CONSOLIDATED BALANCE SHEET

(Unaudited)

(in millions, except per share amounts)


	March 31, 2026		September 30, 2025
ASSETS
Current assets
Cash and cash equivalents	$	423	$	468

Receivables	1,883		1,931
Inventories	1,225		1,247
Other current assets	307		265
Current assets held for sale	247		—
Total current assets	4,085		3,911
Property, net of accumulated depreciation of $2,039 and $1,997, respectively	836		797
Operating lease right-of-use assets	357		403
Goodwill	3,838		3,839
Other intangible assets, net	744		864
Deferred income taxes	576		596

Other assets	820		809
Total	$	11,256	$	11,219
LIABILITIES AND SHAREOWNERS’ EQUITY
Current liabilities
Short-term debt	$	1,116	$	608
Current portion of long-term debt	2		2

Accounts payable	833		930
Compensation and benefits	350		432
Contract liabilities	662		621
Customer returns, rebates and incentives	330		347
Other current liabilities	378		505
Current liabilities related to assets held for sale	74		—
Total current liabilities	3,745		3,445
Long-term debt	2,571		2,614
Retirement benefits	403		406
Operating lease liabilities	279		329
Other liabilities	682		714
Commitments and contingent liabilities (Note 12)
Shareowners’ equity
Common stock ($1.00 par value, shares issued: 141.4)	141		141
Additional paid-in capital	2,331		2,283
Retained earnings	5,768		5,422
Accumulated other comprehensive loss	(639)		(657)
Common stock in treasury, at cost (shares held: 30.1 and 29.0, respectively)	(4,079)		(3,535)
Shareowners’ equity attributable to Rockwell Automation, Inc.	3,522		3,654
Noncontrolling interests	54		57
Total shareowners’ equity	3,576		3,711
Total	$	11,256	$	11,219

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

(in millions, except per share amounts)


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Sales
Products and solutions	$	2,003	$	1,765	$	3,870	$	3,404
Services	236		236		474		478
	2,239		2,001		4,344		3,882
Cost of sales
Products and solutions	(987)		(899)		(1,952)		(1,772)
Services	(127)		(130)		(251)		(260)
	(1,114)		(1,029)		(2,203)		(2,032)
Gross profit	1,125		972		2,141		1,850
Selling, general and administrative expenses	(478)		(469)		(956)		(945)
Engineering and development	(180)		(162)		(352)		(318)
Change in fair value of investments	—		(3)		—		(3)
Other income (Note 10)	9		—		17		6
Interest expense	(36)		(39)		(68)		(78)
Income before income taxes	440		299		782		512
Income tax provision (Note 14)	(89)		(51)		(129)		(86)


Net income	351		248		653		426
Net income (loss) attributable to noncontrolling interests	1		(4)		(2)		(10)
Net income attributable to Rockwell Automation, Inc.	$	350	$	252	$	655	$	436
Earnings per share:


Basic	$	3.11	$	2.22	$	5.82	$	3.84



Diluted	$	3.10	$	2.22	$	5.79	$	3.83

Weighted average outstanding shares:
Basic	112.1		112.9		112.2		113.0
Diluted	112.6		113.3		112.7		113.4

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

(in millions)


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Net income	$	351	$	248	$	653	$	426
Other comprehensive income (loss)
Pension and other postretirement benefit plan adjustments (net of tax expense of $1, $1, $2, and $3)	4		6		7		11
Currency translation adjustments	(25)		43		2		(87)
Net change in cash flow hedges (net of tax (expense) benefit of $(2), $5, $(3), and $(6))	5		(11)		8		14

Other comprehensive (loss) income	(16)		38		17		(62)
Comprehensive income	335		286		670		364
Comprehensive loss attributable to noncontrolling interests	—		(5)		(3)		(11)
Comprehensive income attributable to Rockwell Automation, Inc.	$	335	$	291	$	673	$	375

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(in millions)


	Six Months Ended March 31,
	2026		2025

Operating activities:
Net income	$	653	$	426
Adjustments to arrive at cash provided by operating activities
Depreciation	91		83
Amortization of intangible assets	67		76
Change in fair value of investments	—		3
Share-based compensation expense	45		44
Retirement benefit expense	13		21
Net loss on disposition of property	—		1


Pension contributions	(3)		(6)
Changes in assets and liabilities, excluding effects of acquisitions and foreign currency adjustments
Receivables	(26)		(51)
Inventories	(28)		95
Accounts payable	(59)		(62)
Contract liabilities	45		70
Compensation and benefits	(73)		31
Income taxes	(82)		(119)
Other assets and liabilities	(89)		(49)
Cash provided by operating activities	554		563
Investing activities:
Capital expenditures	(109)		(99)

Purchases of investments	(10)		(13)



Other investing activities	—		(10)
Cash used for investing activities	(119)		(122)
Financing activities:
Net issuance of commercial paper	503		339
Issuance of short-term debt	33		—
Repayment of short-term debt	(70)		6
Repayment of long-term debt	—		(300)
Payment of capital lease obligations	(62)		—
Cash dividends	(309)		(297)
Purchases of treasury stock	(599)		(232)
Proceeds from the exercise of stock options	69		48
Other financing activities	(1)		(9)
Cash used for financing activities	(436)		(445)
Effect of exchange rate changes on cash	3		(17)
Increase (decrease) in cash, cash equivalents, and cash included in assets held for sale	2		(21)
Cash and cash equivalents at beginning of period	468		471
Cash, cash equivalents, and cash included in assets held for sale at end of period	$	470	$	450

Cash included in assets held for sale	(47)		—


Total cash and cash equivalents at the end of the period	$	423	$	450

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY

(Unaudited)

(in millions, except per share amounts)


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Common stock in treasury, at cost		Total attributable to Rockwell Automation, Inc.		Noncontrolling interests		Total shareowners' equity
Balance at December 31, 2025	$	141	$	2,296	$	5,571	$	(624)	$	(3,638)	$	3,746	$	54	$	3,800
Net income	—		—		350		—		—		350		1		351
Other comprehensive loss	—		—		—		(15)		—		(15)		(1)		(16)
Common stock issued (including share-based compensation impact)	—		35		—		—		17		52		—		52
Share repurchases	—		—		—		—		(458)		(458)		—		(458)
Cash dividends declared (1)	—		—		(153)		—		—		(153)		—		(153)


Balance at March 31, 2026	$	141	$	2,331	$	5,768	$	(639)	$	(4,079)	$	3,522	$	54	$	3,576


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Common stock in treasury, at cost		Total attributable to Rockwell Automation, Inc.		Noncontrolling interests		Total shareowners' equity
Balance at December 31, 2024	$	141	$	2,200	$	5,181	$	(872)	$	(3,265)	$	3,385	$	171	$	3,556
Net income (loss)	—		—		252		—		—		252		(4)		248
Other comprehensive income (loss)	—		—		—		39		—		39		(1)		38
Common stock issued (including share-based compensation impact)	—		28		—		—		13		41		—		41
Share repurchases	—		—		—		—		(130)		(130)		—		(130)
Cash dividends declared (1)	—		—		(148)		—		—		(148)		—		(148)



Balance at March 31, 2025	$	141	$	2,228	$	5,285	$	(833)	$	(3,382)	$	3,439	$	166	$	3,605

(1) Cash dividends were $1.38 per share and $1.31 per share in the three months ended March 31, 2026 and 2025, respectively.

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CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY

(Unaudited)

(in millions, except per share amounts)


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Common stock in treasury, at cost		Total attributable to Rockwell Automation, Inc.		Noncontrolling interests		Total shareowners' equity
Balance at September 30, 2025	$	141	$	2,283	$	5,422	$	(657)	$	(3,535)	$	3,654	$	57	$	3,711
Net income (loss)	—		—		655		—		—		655		(2)		653
Other comprehensive income (loss)	—		—		—		18		—		18		(1)		17
Common stock issued (including share-based compensation impact)	—		48		—		—		65		113		—		113
Share repurchases	—		—		—		—		(609)		(609)		—		(609)
Retirement of treasury shares	—		—		—		—		—		—		—		—
Cash dividends declared (1)	—		—		(309)		—		—		(309)		—		(309)


Balance at March 31, 2026	$	141	$	2,331	$	5,768	$	(639)	$	(4,079)	$	3,522	$	54	$	3,576


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Common stock in treasury, at cost		Total attributable to Rockwell Automation, Inc.		Noncontrolling interests		Total shareowners' equity
Balance at September 30, 2024	$	181	$	2,188	$	9,635	$	(772)	$	(7,734)	$	3,498	$	177	$	3,675
Net income (loss)	—		—		436		—		—		436		(10)		426
Other comprehensive loss	—		—		—		(61)		—		(61)		(1)		(62)
Common stock issued (including share-based compensation impact)	—		40		—		—		52		92		—		92
Share repurchases	—		—		—		—		(229)		(229)		—		(229)
Retirement of treasury shares	(40)		—		(4,489)		—		4,529		—		—		—
Cash dividends declared (1)	—		—		(297)		—		—		(297)		—		(297)


Balance at March 31, 2025	$	141	$	2,228	$	5,285	$	(833)	$	(3,382)	$	3,439	$	166	$	3,605

(1) Cash dividends were $2.76 per share and $2.62 per share in the six months ended March 31, 2026 and 2025, respectively.

See Notes to Consolidated Financial Statements.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation and Accounting Policies

In the opinion of management of Rockwell Automation, Inc. (Rockwell Automation or the Company), the unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the periods presented and, except as otherwise indicated, such adjustments consist only of those of a normal, recurring nature. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. The results of operations for the three and six months ended March 31, 2026, are not necessarily indicative of the results for the full year. All date references to years and quarters herein refer to our fiscal year and fiscal quarter, unless otherwise stated.

During the quarter ended September 30, 2025, we reviewed our classification of expenses in the Statement of Operations. We have elected to separately report Engineering and development costs, formerly classified as Cost of sales. Engineering and development costs include research and development (R&D) and other engineering activities including routine enhancements or improvements to existing products, production lines, manufacturing processes and other ongoing operations that are not directly related to revenue generating customer contracts. Cost of sales now includes material, labor and overhead costs directly attributable to (i) specific units of inventory produced, (ii) the delivery of specific services, or (iii) the fulfillment of current customer contracts.

Certain prior-year amounts in the Consolidated Statement of Operations have been reclassified to Engineering and development to conform to the current-year presentation, which we believe enhances transparency and provides a clearer view of overall business performance. This revised presentation also aligns more closely with the reporting practices of our industry peers, facilitating improved comparability for stakeholders. These reclassifications had no impact on net income, earnings per share, cash flows, segment operating earnings, or the financial position of the Company. For the three and six months ended March 31, 2025, the reclassifications resulted in a decrease to Cost of sales in the amount of $162 million and $318 million, respectively.

Assets and Related Liabilities Held for Sale

During the fourth quarter of fiscal 2025, as a result of the historical financial performance of the Sensia joint venture not achieving expectations, a strategic review by the partners resulted in a decision to pursue a dissolution. The decision by the joint venture partners was a triggering event that resulted in goodwill and intangible assets pre-tax, non-cash impairment charges of $161 million and $63 million, respectively, during the quarter ended September 30, 2025.

The joint venture partners signed a separation agreement in December 2025, including a plan for distribution of joint venture assets and related terms and conditions. The disposal group met the criteria to be classified as held for sale under ASC 360-10-45 in the first quarter ended December 31, 2025. The assets and liabilities of the disposal group have been separately presented on the Consolidated Balance Sheet as Current assets held for sale and Current liabilities related to assets held for sale at March 31, 2026. Based on the planned distribution of assets and terms and conditions of the separation agreement, the carrying value of the disposal group approximates fair value less cost to sell at March 31, 2026. The transaction closed on April 1, 2026.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The following table summarizes the major classes of assets and liabilities classified as held for sale as of March 31, 2026:


	March 31, 2026
Cash and Cash equivalents	$	47
Receivables	72
Inventories	54
Other current assets	5
Property, net	5
Operating lease right-of-use assets	8
Other intangible assets, net	56
Assets held for sale	$	247

Accounts payable	25
Compensation and benefits	9
Contract liabilities	20
Other current liabilities	6
Operating lease liabilities	6
Other liabilities	8
Liabilities related to assets held for sale	$	74

Receivables

We record an allowance for doubtful accounts based on customer-specific analysis and general matters such as current assessments of past due balances and economic conditions. Receivables are recorded net of an allowance for doubtful accounts of $18 million at March 31, 2026, and $21 million at September 30, 2025. The changes to our allowance for doubtful accounts during the three and six months ended March 31, 2026 and 2025, were not material and primarily consisted of current-period provisions, write-offs charged against the allowance, recoveries collected, and foreign currency translation.

Earnings Per Share

The following table reconciles basic and diluted earnings per share (EPS) amounts (in millions, except per share amounts):


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Net income attributable to Rockwell Automation, Inc.	$	350	$	252	$	655	$	436
Less: Allocation to participating securities	(1)		(1)		(2)		(2)
Net income available to common shareowners	$	349	$	251	$	653	$	434
Basic weighted average outstanding shares	112.1		112.9		112.2		113.0
Effect of dilutive securities
Stock options	0.5		0.4		0.5		0.4
Performance shares	—		—		—		—
Diluted weighted average outstanding shares	112.6		113.3		112.7		113.4
Earnings per share:


Basic	$	3.11	$	2.22	$	5.82	$	3.84



Diluted	$	3.10	$	2.22	$	5.79	$	3.83

For the three and six months ended March 31, 2026, there were 0.2 million and 0.6 million shares, respectively, related to share-based compensation awards that were excluded from the diluted EPS calculation because they were antidilutive. For the three and six months ended March 31, 2025, there were 0.6 million and 1.3 million shares, respectively, related to share-based compensation awards that were excluded from the diluted EPS calculation because they were antidilutive.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Non-Cash Investing and Financing Activities

Capital expenditures of $30 million and $19 million were accrued within Accounts payable and Other current liabilities at March 31, 2026 and 2025, respectively. Outstanding common stock share repurchases of $12 million and $3 million that did not settle until the next quarter were accrued within Accounts payable at March 31, 2026 and 2025, respectively. These non-cash investing and financing activities have been excluded from cash used for capital expenditures and treasury stock purchases in the Consolidated Statement of Cash Flows.

Supplier Financing Arrangements

The Company maintains agreements with third-party financial institutions that offer voluntary supply chain financing (SCF) programs to suppliers. The SCF programs enable suppliers, at their sole discretion, to sell their receivables to third-party financial institutions in order to receive payment on receivables earlier than the negotiated commercial terms between suppliers and the Company. Supplier sale of receivables to third-party financial institutions is on terms negotiated between the supplier and the respective third-party financial institution. The Company agrees on commercial terms for the goods and services procured from suppliers, including prices, quantities, and payment terms, regardless of whether the supplier elects to participate in the SCF programs. A supplier’s voluntary participation in the SCF programs has no bearing on the Company's payment terms and the Company has no economic interest in a supplier’s decision to participate in the SCF programs. The Company agrees to pay participating third-party financial institutions the stated amount of confirmed invoices from suppliers on the original maturity dates of the invoices.

Amounts outstanding related to SCF programs are included in Accounts payable in the Consolidated Balance Sheet and in changes in Accounts payable on the Consolidated Statement of Cash Flows. The impact of these programs is not material to the Company's overall liquidity.

The rollforward of our outstanding obligations under the SCF programs is as follows (in millions):


	March 31, 2026		March 31, 2025
Beginning Balance	$	62	$	68
Invoices confirmed during the period	59		49
Payments made during the period	(57)		(61)
Ending Balance	$	64	$	56

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Goodwill

We perform our annual evaluation of goodwill and indefinite life intangible assets for impairment as required under accounting principles generally accepted in the United States (U.S. GAAP) during the second quarter of each year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Any excess in carrying value over the estimated fair value is charged to results of operations. For our annual evaluation of goodwill, we may perform a qualitative test to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount in order to determine whether it is necessary to perform a quantitative goodwill impairment test. Our reporting units for goodwill evaluation consist of the Intelligent Devices segment, the Software & Control segment, and the Lifecycle Services segment.

When performing the quantitative goodwill impairment test, we determine the fair value of each reporting unit under a combination of an income approach derived from discounted cash flows and a market multiples approach using selected comparable public companies. Significant assumptions used in the income approach include: management’s forecasted cash flows, including estimated future revenue growth rates and margins, discount rates, and terminal value. Forecasts of future revenue growth and margins are based on management’s best estimates. Discount rates are determined using a weighted average cost of capital adjusted for risk factors specific to the reporting unit, with comparison to market and industry data. The terminal value is estimated following common methodology of calculating the present value of estimated perpetual cash flow beyond the last projected period assuming constant discount and long-term growth rates. Significant assumptions used in the market multiples approach include selection of the comparable public companies and calculation of the appropriate market multiples.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, which requires expanded annual disclosures to the income tax rate reconciliation and the amount of income taxes paid. We will expand our disclosures in our 2026 Annual Report on Form 10-K when the standard becomes effective for us.

In November 2024, the FASB issued ASU 2024-03, which requires disclosure of certain expense amounts comprising Cost of sales and Selling, general and administrative expenses, as well as a qualitative description of the remaining expense amounts. In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of this standard. We will expand our disclosures in our 2028 Annual Report on Form 10-K when the standard becomes effective for us.

In September 2025, the FASB issued ASU 2025-06, which modernizes the internal-use software guidance in Subtopic 350-40 by removing software development considerations, and clarifies the threshold applied to begin capitalizing costs. We are evaluating and quantifying the impact from this standard, which will be effective for us in fiscal 2029.

We do not expect any other recently issued accounting pronouncements to have a material impact on our Consolidated Financial Statements and related disclosures.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

2. Revenue Recognition

Substantially all of our revenue is from contracts with customers. We recognize revenue as promised products are transferred to, or services are performed for, customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products and services. Our offerings consist of industrial automation and information products, solutions, and services.

Our products include hardware, software, and configured-to-order products. Our solutions include custom-engineered systems and software. Our services include customer technical support and repair, asset management and optimization consulting, and training. Also included in our services is a portion of revenue related to spare parts that are managed within our services offering.

Our operations are comprised of the Intelligent Devices segment, the Software & Control segment, and the Lifecycle Services segment. Revenue from the Intelligent Devices segment is predominantly comprised of product sales, which are recognized at a point in time. Revenue from the Software & Control segment is comprised of product sales, which are recognized at a point in time, and software products, which may be recognized over time if certain criteria are met. Revenue from the Lifecycle Services segment is predominantly comprised of solutions and services, which are primarily recognized over time. See Note 15 for more information.

Unfulfilled Performance Obligations

As of March 31, 2026, we expect to recognize approximately $1,362 million of revenue in future periods from unfulfilled performance obligations from existing contracts with customers. We expect to recognize revenue of approximately $803 million from our remaining performance obligations over the next 12 months with the remaining balance recognized thereafter.

We have applied the practical expedient to exclude the value of remaining performance obligations for (i) contracts with an original term of one year or less and (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed. The amounts above also do not include the impact of contract renewal options that are unexercised as of March 31, 2026.

Disaggregation of Revenue

The following tables present our revenue disaggregation by geographic region for our three operating segments (in millions). We attribute sales to the geographic regions based on the country of destination.


	Three Months Ended March 31, 2026
	North America		Europe, Middle East, and Africa		Asia Pacific		Latin America		Total
Intelligent Devices	$	672	$	175	$	92	$	69	$	1,008
Software & Control	464		109		71		40		684
Lifecycle Services	276		146		94		31		547
Total Company Sales	$	1,412	$	430	$	257	$	140	$	2,239


	Three Months Ended March 31, 2025
	North America		Europe, Middle East, and Africa		Asia Pacific		Latin America		Total
Intelligent Devices	$	600	$	151	$	86	$	59	$	896
Software & Control	403		78		52		35		568
Lifecycle Services	285		129		89		34		537
Total Company Sales	$	1,288	$	358	$	227	$	128	$	2,001

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


	Six Months Ended March 31, 2026
	North America		Europe, Middle East, and Africa		Asia Pacific		Latin America		Total
Intelligent Devices	$	1,322	$	316	$	188	$	135	$	1,961
Software & Control	894		200		137		82		1,313
Lifecycle Services	535		286		187		62		1,070
Total Company Sales	$	2,751	$	802	$	512	$	279	$	4,344


	Six Months Ended March 31, 2025
	North America		Europe, Middle East, and Africa		Asia Pacific		Latin America		Total
Intelligent Devices	$	1,119	$	286	$	172	$	125	$	1,702
Software & Control	768		151		107		71		1,097
Lifecycle Services	551		253		199		80		1,083
Total Company Sales	$	2,438	$	690	$	478	$	276	$	3,882

Contract Liabilities

Contract liabilities primarily relate to consideration received in advance of performance under the contract.

Below is a summary of our Contract liabilities balance, the portion not expected to be recognized within twelve months is included within Other liabilities in the Consolidated Balance Sheet (in millions):


	March 31, 2026		March 31, 2025
Balance as of beginning of year	$	695	$	653
Balance as of end of period	720		714

The most significant changes in our Contract liabilities balance during both the six months ended March 31, 2026 and 2025, were due to amounts billed during the period, partially offset by revenue recognized on amounts billed during the period and revenue recognized that was included in the Contract liabilities balance at the beginning of the period.

In the six months ended March 31, 2026, we recognized revenue of approximately $395 million that was included in the Contract liabilities balance at September 30, 2025. In the six months ended March 31, 2025, we recognized revenue of approximately $506 million that was included in the Contract liabilities balance at September 30, 2024. We did not have a material amount of revenue recognized in the six months ended March 31, 2026 and 2025, from performance obligations satisfied or partially satisfied in previous periods.

3. Share-Based Compensation

We recognized $24 million and $45 million of pre-tax share-based compensation expense during the three and six months ended March 31, 2026, respectively. We recognized $21 million and $44 million of pre-tax share-based compensation expense during the three and six months ended March 31, 2025, respectively. Our annual grant of share-based compensation takes place during the first quarter of each year. The number of shares granted to employees and non-employee directors and the weighted average fair value per share during the periods presented were (in thousands, except per share amounts):


	Six Months Ended March 31,
	2026			2025
	Grants	Wtd. Avg. Share Fair Value		Grants	Wtd. Avg. Share Fair Value
Stock options	201	$	117.15	190	$	93.48
Performance shares	51	591.67		58	387.72
Restricted stock units	165	400.12		89	295.84
Unrestricted stock	3	402.22		6	297.10

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

4. Inventories

Inventories consist of (in millions):


	March 31, 2026		September 30, 2025
Finished goods	$	462	$	502
Work in process	355		331
Raw materials	408		414
Inventories	$	1,225	$	1,247

5. Goodwill and Other Intangible Assets

Changes in the carrying amount of Goodwill for the six months ended March 31, 2026, were (in millions):


	Intelligent Devices		Software & Control		Lifecycle Services		Total
Balance as of September 30, 2025	$	904	$	2,440	$	495	$	3,839

Translation	(1)		—		—		(1)
Balance as of March 31, 2026	$	903	$	2,440	$	495	$	3,838

Gross carrying value of goodwill	$	903	$	2,440	$	814	$	4,157
Accumulated impairment losses	—		—		(319)		(319)
Goodwill	$	903	$	2,440	$	495	$	3,838

We performed our annual evaluation of goodwill and indefinite life intangible assets for impairment as of the beginning of the second quarter of fiscal 2026 and concluded that these assets are not impaired. Refer to Note 1 for additional information on our annual impairment evaluation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Other intangible assets consist of (in millions):


	March 31, 2026
	Carrying Amount		Accumulated Amortization		Net
Amortized intangible assets
Software products	$	110	$	(87)	$	23
Customer relationships	422		(148)		274
Technology	650		(301)		349
Trademarks	105		(51)		54
Other	3		(3)		—
Total amortized intangible assets	1,290		(590)		700
Allen-Bradley® trademark not subject to amortization	44		—		44
Other intangible assets	$	1,334	$	(590)	$	744


	September 30, 2025
	Carrying Amount		Accumulated Amortization		Net
Amortized intangible assets
Software products	$	108	$	(83)	$	25
Customer relationships	569		(232)		337
Technology	698		(304)		394
Trademarks	131		(67)		64
Other	6		(6)		—
Total amortized intangible assets	1,512		(692)		820
Allen-Bradley® trademark not subject to amortization	44		—		44
Other intangible assets	$	1,556	$	(692)	$	864

Estimated total amortization expense for all amortized intangible assets is $131 million in 2026, $122 million in 2027, $111 million in 2028, $73 million in 2029, and $71 million in 2030.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

6. Short-Term and Long-Term Debt

Our Short-term debt as of March 31, 2026, included commercial paper borrowings of $1,025 million, with a weighted average interest rate of 4.00 percent, and a weighted average maturity period of 28 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 March 31, 2026, were the following interest-bearing loans from Schlumberger (SLB) to Sensia: $42 million due October 15, 2026, $14 million due June 15, 2026, and $33 million due June 10, 2026. As of September 30, 2025, the $14 million and $42 million of interest-bearing loans were included in Short-term debt and Long-term debt, respectively. Pursuant to the separation agreement referenced in Note 1, all intercompany debt was settled by the joint venture partners upon dissolution.

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 funding 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 March 31, 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.

The following table presents the carrying amounts and estimated fair values of Long-term debt in the Consolidated Balance Sheet (in millions):


	March 31, 2026				September 30, 2025
	Carrying Value		Fair Value		Carrying Value		Fair Value
Current portion of long-term debt	$	2	$	2	$	2	$	2
Long-term debt	2,571		2,258		2,614		2,350

We base the fair value of Long-term debt upon quoted market prices for the same or similar issues and therefore consider this a level 2 fair value measurement. The fair value of Long-term debt considers the terms of the debt excluding the impact of derivative and hedging activity. Refer to Note 8 for further information regarding levels in the fair value hierarchy. The carrying value of our Short-term debt approximates fair value.

7. Other Current Liabilities

Other current liabilities consist of (in millions):


	March 31, 2026		September 30, 2025
Unrealized losses on foreign exchange contracts	$	13	$	20
Product warranty obligations	21		23
Taxes other than income taxes	48		55
Legacy asbestos-related liabilities	34		34
Accrued interest	25		20

Income taxes payable	83		163
Operating lease liabilities	86		94
Other	68		96
Other current liabilities	$	378	$	505

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

8. Investments

Our investments consist of (in millions):


	March 31, 2026		September 30, 2025


Equity securities (other)	108		105
Other	82		77


Long-term investments (1)	$	190	$	182

(1) Long-term investments are included in Other assets in the Consolidated Balance Sheet.

Equity Securities

Equity securities (other) consist of various securities that do not have a readily determinable fair value, which we account for using the measurement alternative under U.S. GAAP. These securities are recorded at the investment cost, less impairment, plus or minus observable price changes (in orderly transactions) of an identical or similar investment of the same issuer in the Consolidated Balance Sheet. Observable price changes are classified as level 2 in the fair value hierarchy, as described below. The carrying values at both March 31, 2026, and September 30, 2025, include cumulative upward adjustments from observed price changes of $23 million. The carrying values at both March 31, 2026, and September 30, 2025, include cumulative downward adjustments from observed price changes and impairments of $10 million.

We record gains and losses on investments within the Other income line in the Consolidated Statement of Operations. There were no significant unrealized gains or losses on investments in the three and six months ended March 31, 2026. Total net unrealized losses on investments were $3 million in both the three and six months ended March 31, 2025.

U.S. GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. U.S. GAAP also classifies the inputs used to measure fair value into the following hierarchy:


Level 1:						Quoted prices in active markets for identical assets or liabilities.


Level 2:						Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.


Level 3:						Unobservable inputs for the asset or liability.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. We did not have any transfers between levels of fair value measurements during the periods presented.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

9. Retirement Benefits

The components of net periodic pension and postretirement benefit cost were (in millions):


	Pension Benefits
	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Service cost	$	9	$	11	$	18	$	21
Interest cost	35		34		69		68
Expected return on plan assets	(43)		(42)		(85)		(83)

Amortization of net actuarial loss	4		7		8		13

Net periodic pension benefit cost	$	5	$	10	$	10	$	19


	Other Postretirement Benefits
	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Service cost	$	1	$	—	$	1	$	—
Interest cost	1		—		1		—

Amortization of net actuarial loss	—		1		1		2
Net periodic postretirement benefit cost	$	2	$	1	$	3	$	2

The service cost component is included in Cost of sales, Selling, general and administrative expenses, and Engineering and development in the Consolidated Statement of Operations. All other components are included in Other income in the Consolidated Statement of Operations.

10. Other Income

The components of Other income were (in millions):


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Interest income	$	3	$	2	$	6	$	6
Royalty income	4		3		7		6
Net legacy asbestos and environmental charges	(1)		(6)		(2)		(9)
Non-operating pension and postretirement benefit credit	3		—		6		—
Fair value adjustments for earnout payments (1)	—		(5)		—		(5)
Other	—		6		—		8
Other income	$	9	$	—	$	17	$	6

(1) Adjustment related to the Clearpath acquisition.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

11. Accumulated Other Comprehensive Loss

Common Stock

Changes in Accumulated other comprehensive loss attributable to Rockwell Automation by component for the following periods were (in millions):


Three Months Ended March 31, 2026	Pension and other postretirement benefit plan adjustments, net of tax		Accumulated currency translation adjustments, net of tax		Net unrealized losses on cash flow hedges, net of tax		Total accumulated other comprehensive loss, net of tax
Balance as of December 31, 2025	$	(332)	$	(254)	$	(38)	$	(624)
Other comprehensive (loss) income before reclassifications	—		(24)		2		(22)
Amounts reclassified from accumulated other comprehensive loss	4		—		3		7
Other comprehensive income (loss)	4		(24)		5		(15)
Balance as of March 31, 2026	$	(328)	$	(278)	$	(33)	$	(639)



Six Months Ended March 31, 2026	Pension and other postretirement benefit plan adjustments, net of tax		Accumulated currency translation adjustments, net of tax		Net unrealized losses on cash flow hedges, net of tax		Total accumulated other comprehensive loss, net of tax
Balance as of September 30, 2025	$	(335)	$	(281)	$	(41)	$	(657)
Other comprehensive income before reclassifications	—		3		5		8
Amounts reclassified from accumulated other comprehensive loss	7		—		3		10
Other comprehensive income	7		3		8		18
Balance as of March 31, 2026	$	(328)	$	(278)	$	(33)	$	(639)



Three Months Ended March 31, 2025	Pension and other postretirement benefit plan adjustments, net of tax		Accumulated currency translation adjustments, net of tax		Net unrealized losses on cash flow hedges, net of tax		Total accumulated other comprehensive loss, net of tax
Balance as of December 31, 2024	$	(426)	$	(426)	$	(20)	$	(872)
Other comprehensive income (loss) before reclassifications	—		44		(6)		38
Amounts reclassified from accumulated other comprehensive loss	6		—		(5)		1
Other comprehensive income (loss)	6		44		(11)		39
Balance as of March 31, 2025	$	(420)	$	(382)	$	(31)	$	(833)


Six Months Ended March 31, 2025	Pension and other postretirement benefit plan adjustments, net of tax		Accumulated currency translation adjustments, net of tax		Net unrealized losses on cash flow hedges, net of tax		Total accumulated other comprehensive loss, net of tax
Balance as of September 30, 2024	$	(431)	$	(296)	$	(45)	$	(772)
Other comprehensive (loss) income before reclassifications	—		(86)		19		(67)
Amounts reclassified from accumulated other comprehensive loss	11		—		(5)		6
Other comprehensive income (loss)	11		(86)		14		(61)
Balance as of March 31, 2025	$	(420)	$	(382)	$	(31)	$	(833)

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The reclassifications out of Accumulated other comprehensive loss in the Consolidated Statement of Operations were (in millions):


	Three Months Ended March 31,				Six Months Ended March 31,				Affected Line in the Consolidated Statement of Operations
	2026		2025		2026		2025
Pension and other postretirement benefit plan adjustments (1)

Amortization of net actuarial loss	$	4	$	8	$	9	$	15	Other income

	4		8		9		15		Income before income taxes
	—		(2)		(2)		(4)		Income tax provision
	$	4	$	6	$	7	$	11	Net income attributable to Rockwell Automation, Inc.

Net unrealized losses (gains) on cash flow hedges
Forward exchange contracts	$	—	$	1	$	—	$	2	Sales
Forward exchange contracts	2		(9)		3		(11)		Cost of sales

Treasury locks related to 2019 and 2021 debt issuances	1		1		1		2		Interest expense
	3		(7)		4		(7)		Income before income taxes
	—		2		(1)		2		Income tax provision
	$	3	$	(5)	$	3	$	(5)	Net income attributable to Rockwell Automation, Inc.


Total reclassifications	$	7	$	1	$	10	$	6	Net income attributable to Rockwell Automation, Inc.

(1) These components are included in the computation of net periodic pension and postretirement benefit cost. See Note 9 for further information.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

12. Commitments and Contingencies

Various lawsuits, claims, and proceedings have been or may be instituted or asserted against us relating to the conduct of our business, including those pertaining to product liability, environmental, safety and health, intellectual property, employment, and contract matters. Although the outcome of litigation cannot be predicted with certainty and some lawsuits, claims, or proceedings may be disposed of unfavorably to us, we believe the disposition of matters that are pending or have been asserted will not have a material effect on our business, financial condition, or results of operations. The following outlines additional background for obligations associated with asbestos, divested businesses, intellectual property and contingencies related to tariffs.

We (including our subsidiaries) have been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain components of our products many years ago, including products from divested businesses for which we have agreed to defend and indemnify claims. Currently there are lawsuits that name us as defendants, together with hundreds of other companies. But in all cases, for those claimants who do show that they worked with our products or products of divested businesses for which we are responsible, we nevertheless believe we have meritorious defenses, in substantial part due to the integrity of the products, the encapsulated nature of any asbestos-containing components, and the lack of any impairing medical condition caused by our products. We defend those cases vigorously. However, certain of our agreements relating to divested businesses do not provide us the ability to directly control management of those asbestos claims, and our ongoing reimbursement of outside counsel and other expenses relating to defense of such claims represent the vast majority of our annual asbestos net litigation spend. Historically, we have been dismissed from the vast majority of asbestos claims with no payment to claimants.

Additionally, we have maintained insurance coverage that includes indemnity and defense costs, over and above self-insured retentions, for many of these asbestos claims. We believe these arrangements will provide substantial coverage for future defense and indemnity costs for these claims for many years into the future. The uncertainties of claim litigation make it difficult to predict accurately the ultimate outcome. That uncertainty is increased by the possibility of adverse rulings or new legislation affecting claim litigation or the settlement process. Subject to these uncertainties and based on our experience defending these claims, we do not believe these lawsuits will have a material effect on our business, financial condition, or results of operations.

We have, from time to time, divested certain of our businesses. In connection with these divestitures, certain lawsuits, claims, and proceedings may be instituted or asserted against us related to the period that we owned the businesses, either because we agreed to retain certain liabilities related to these periods or because such liabilities fall upon us by operation of law. In some instances, the divested business has assumed the liabilities; however, it is possible that we might be responsible to satisfy those liabilities if the divested business is unable to do so. We do not believe these liabilities will have a material effect on our business, financial condition, or results of operations.

In many countries we provide a limited intellectual property indemnity as part of our terms and conditions of sale and at times in other contracts with third parties. As of March 31, 2026, we were not aware of any material indemnification claims that were probable or reasonably possible of an unfavorable outcome. Historically, claims that have been made under the indemnification agreements have not had a material impact on our business, financial condition, or results of operations; however, to the extent that valid indemnification claims arise in the future, future payments by us could be significant and could have a material adverse effect on our business, financial condition, or results of operations in a particular period.

As a result of a U.S. Supreme Court ruling issued in February 2026, the Company may be entitled to a refund of tariffs previously paid on imported products under the International Emergency Economic Powers Act (IEEPA). As of March 31, 2026, the Company has not recognized an asset related to the potential refund. The Company will continue to monitor developments and will recognize a refund when realizable in accordance with ASC 450, Contingencies.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

13. Restructuring Charges

In 2024, we recorded restructuring charges of $97 million ($73 million, net of tax or $0.64 per diluted share) related to actions in conjunction with an enterprise-wide comprehensive program to optimize cost structure and expand margins. The charges included $92 million for severance benefits and $5 million for strategic advisory services related to the targeted severance actions. During 2025, we reversed $5 million of accruals primarily due to attrition without payment of severance.

We expect the total cash expenditures associated with these restructuring actions to be $92 million. We paid $7 million and $17 million during the three and six months ended March 31, 2026, respectively. We paid $12 million and $26 million during the three and six months ended March 31, 2025, respectively. Accruals remaining under these restructuring actions were $10 million and $27 million at March 31, 2026, and September 30, 2025, respectively.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

14. Income Taxes

At the end of each interim period, we estimate a base effective tax rate that we expect for the full year based on our most recent forecast of pre-tax income, permanent book and tax differences, and global tax planning strategies. We use this base rate to provide for income taxes on a year-to-date basis, excluding the effect of significant unusual items and items that are reported net of their related tax effects in the period in which they occur.

The effective tax rates were 20.2 percent and 16.5 percent for the three and six months ended March 31, 2026, respectively, compared to 17.1 percent and 16.8 percent for the three and six months ended March 31, 2025, respectively. The increase in the effective tax rate for the three months ended March 31, 2026 was primarily due to the application of Base Erosion and Profit Shifting (BEPS) Pillar Two minimum tax rules in Singapore. The effective tax rate was lower than the U.S. statutory rate of 21 percent for the three and six months ended March 31, 2026, primarily due to higher discrete tax benefits, including a tax benefit related to the dissolution of the Sensia joint venture, in the first quarter, and excess income tax benefits on share-based compensation. The effective tax rate was lower than the U.S. statutory rate of 21 percent in the three and six months ended March 31, 2025, primarily due to the geographical mix of pre-tax income.

Our final payment of $97 million related to the U.S. transition tax under the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was paid in the second quarter of 2026. There is no longer a balance related to this in Other current liabilities in the Consolidated Balance Sheet as of March 31, 2026.

Unrecognized Tax Benefits

The amount of gross unrecognized tax benefits was $28 million at March 31, 2026, and $29 million at September 30, 2025, respectively, of which the entire amount would reduce our effective tax rate if recognized.

Accrued interest and penalties related to unrecognized tax benefits were $3 million at March 31, 2026 and $2 million at September 30, 2025. We recognize interest and penalties related to unrecognized tax benefits in the income tax provision.

We believe it is reasonably possible that the amount of gross unrecognized tax benefits could be reduced by up to $22 million in the next 12 months as a result of the resolution of tax matters in various global jurisdictions and the lapses of statutes of limitations. If all of the unrecognized tax benefits were recognized, the net reduction to our income tax provision, including the recognition of interest and penalties and offsetting tax assets, could be up to $23 million.

We conduct business globally and are routinely audited by the various tax jurisdictions in which we operate. We are no longer subject to U.S. federal income tax examinations for years before 2018, state and local income tax examinations for years before 2015, and foreign income tax examinations for years before 2008.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

15. Business Segment Information

Sales and operating results of our reportable segments were (in millions):


	Three Months Ended March 31, 2026
	Intelligent Devices		Software & Control		Lifecycle Services		Total
Sales	$	1,008	$	684	$	547	$	2,239
Less:
Segment cost of sales	(533)		(196)		(361)
Segment selling, general and administrative expenses	(198)		(154)		(89)
Segment engineering and development expenses	(66)		(98)		(16)
Other segment items (1)	—		3		(1)
Segment operating earnings	$	211	$	239	$	80	$	530
Amortization of acquisition-related intangible assets (2)							(29)
Corporate and other							(26)
Non-operating pension and postretirement benefit credit							3
Net legacy asbestos and environmental charges							(1)
Change in fair value of investments							—
Cost associated with dissolution of Sensia							(4)
Interest expense, net							(33)
Income before income taxes							$	440

(1) Other segment items are primarily comprised of foreign currency adjustments for each segment.

(2) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.


	Three Months Ended March 31, 2025
	Intelligent Devices		Software & Control		Lifecycle Services		Total
Sales	$	896	$	568	$	537	$	2,001
Less:
Segment cost of sales	(482)		(160)		(352)
Segment selling, general and administrative expenses	(188)		(147)		(96)
Segment engineering and development expenses	(65)		(88)		(11)
Other segment items (1)	(2)		(2)		—
Segment operating earnings	$	159	$	171	$	78	408
Amortization of acquisition-related intangible assets (2)							(36)
Corporate and other							(27)
Non-operating pension and postretirement benefit credit							—
Net legacy asbestos and environmental charges (2)							(6)
Change in fair value of investments							(3)
Cost associated with dissolution of Sensia							—
Interest expense, net							(37)
Income before income taxes							$	299

(1) Other segment items are primarily comprised of foreign currency adjustments for each segment.

(2) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.

(3) Legacy asbestos and environmental charges were previously included in Corporate and other. Three months ended March 31, 2025 has been recast to conform with current year presentation.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


	Six Months Ended March 31, 2026
	Intelligent Devices		Software & Control		Lifecycle Services		Total
Sales	$	1,961	$	1,313	$	1,070	$	4,344
Less:
Segment cost of sales	(1,065)		(383)		(705)
Segment selling, general and administrative expenses	(390)		(306)		(182)
Segment engineering and development expenses	(129)		(193)		(30)
Other segment items (1)	(1)		4		1
Segment operating earnings	$	376	$	435	$	154	965
Amortization of acquisition-related intangible assets (2)							(61)
Corporate and other							(56)
Non-operating pension and postretirement benefit credit							6
Net legacy asbestos and environmental charges							(2)
Change in fair value of investments							—
Cost associated with dissolution of Sensia							(8)
Interest expense, net							(62)
Income before income taxes							$	782

(1) Other segment items are primarily comprised of foreign currency adjustments for each segment.

(2) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.


	Six Months Ended March 31, 2025
	Intelligent Devices		Software & Control		Lifecycle Services		Total
Sales	$	1,702	$	1,097	$	1,083	$	3,882
Less:
Segment cost of sales	(921)		(320)		(720)
Segment selling, general and administrative expenses	(371)		(298)		(195)
Segment engineering and development expenses	(126)		(171)		(23)
Other segment items (1)	(5)		(4)		1
Segment operating earnings	$	279	$	304	$	146	729
Amortization of acquisition-related intangible assets (2)							(71)
Corporate and other							(62)
Non-operating pension and postretirement benefit credit							—
Net legacy asbestos and environmental charges (3)							(9)
Change in fair value of investments							(3)
Cost associated with dissolution of Sensia							—
Interest expense, net							(72)
Income before income taxes							$	512

(1) Other segment items are primarily comprised of foreign currency adjustments for each segment.

(2) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.

(3) Legacy asbestos and environmental charges were previously included in Corporate and other. Six months ended March 31, 2025 has been recast to conform with current year presentation.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Among other considerations, we evaluate segment performance and allocate resources based upon segment operating earnings before amortization of acquisition-related intangible assets, corporate and other, non-operating pension and postretirement benefit credit, net legacy asbestos and environmental charges, cost associated with dissolution of Sensia, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, and interest expense, net. Our chief operating decision maker (CODM), our Chief Executive Officer, uses segment operating earnings as the key performance metric to regularly monitor performance compared to prior periods, annual operating plan, and forecasts and to make decisions. The Company does not report total assets or capital expenditures by segment for internal reporting purposes as our CODM does not assess performance, make strategic decisions, or allocate resources based on assets.

Depending on the product, intersegment sales within a single legal entity are either at cost or cost plus a mark-up, which does not necessarily represent a market price. Sales between legal entities are at an appropriate transfer price. Segment selling, general and administrative expenses represent costs directly managed by the segments and allocated to the segments. We allocate costs related to shared segment operating activities to the segments consistent with the methodology used by management to assess segment performance.

We conduct a significant portion of our business activities outside the United States. We attribute sales to the geographic regions based on the country of destination. Sales in North America include $1,304 million and $2,541 million related to the U.S. for the three and six months ended March 31, 2026, respectively, and $1,190 million and $2,242 million for the three and six months ended March 31, 2025, respectively. Refer to Note 2 for disaggregation of revenue by segment and region.

In most countries, we sell primarily through independent distributors in conjunction with our direct sales force. We sell large systems and service offerings principally through our direct sales force, though opportunities are sometimes identified through distributors. Sales to our two largest distributors, which are attributable to all three segments, were approximately 20 percent of our total sales for the three and six months ended March 31, 2026 and 2025.

The following table summarizes the provision for depreciation and amortization for each of the reportable segments and Corporate (in millions):


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Depreciation and amortization
Intelligent Devices	$	20	$	14	$	37	$	32
Software & Control	19		19		39		33
Lifecycle Services	10		11		19		21
Corporate	1		1		2		2
Total	50		45		97		88
Amortization of acquisition-related intangible assets (1)	29		36		61		71
Total	$	79	$	81	$	158	$	159

(1) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.

Depreciation expense has been allocated to segment operating earnings based on the expected benefit to be realized by each segment.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareowners of

Rockwell Automation, Inc.

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Rockwell Automation, Inc. and subsidiaries (the "Company") as of March 31, 2026, the related consolidated statements of operations, comprehensive income, and shareowners’ equity for the three-month and six-month periods ended March 31, 2026, and 2025, and of cash flows for the six-month periods ended March 31, 2026, and 2025, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of September 30, 2025, and the related consolidated statements of operations, comprehensive income, cash flows, and shareowners’ equity for the year then ended (not presented herein); and in our report dated November 12, 2025, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding a change in accounting principle. In our opinion, the information set forth in the accompanying consolidated balance sheet as of September 30, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin

May 5, 2026

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains statements (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as “believe”, “estimate”, “project”, “plan”, “expect”, “anticipate”, “will”, “intend”, and other similar expressions may identify forward-looking statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties, many of which are beyond our control, including but not limited to:

•macroeconomic factors, including inflation, global and regional business conditions (including adverse impacts in certain markets, such as Oil & Gas), commodity prices, currency exchange rates, the cyclical nature of our customers’ capital spending, and sovereign debt concerns;

•laws, regulations, and governmental policies affecting our activities in the countries where we do business, including those related to trade policies, including tariffs, taxation, trade controls, cybersecurity, and climate change;

•the severity and duration of disruptions to our business due to natural disasters (including those as a result of climate change), pandemics, acts of war, strikes, terrorism, social unrest or other causes;

•the availability and price of components and materials;

•our ability to manage and mitigate the risk related to security vulnerabilities and breaches of our hardware and software products, solutions, and services;

•the availability, effectiveness, and security of our information technology systems;

•the successful execution of our cost productivity and margin expansion initiatives;

•our ability to attract, develop, and retain qualified employees;

•the successful integration and management of strategic transactions and achievement of the expected benefits of these transactions;

•the successful development of advanced technologies and demand for and market acceptance of new and existing hardware and software products;

•our ability to manage and mitigate the risks associated with our solutions and services businesses;

•competitive hardware and software products, solutions, and services, pricing pressures, and our ability to provide high quality products, solutions, and services;

•the availability and cost of capital;

•disruptions to our distribution channels or the failure of distributors to develop and maintain capabilities to sell our products;

•intellectual property infringement claims by others and the ability to protect our intellectual property;

•the uncertainty of claims by taxing authorities in the various jurisdictions where we do business;

•the uncertainties of litigation, including liabilities related to the safety and security of the hardware and software products, solutions, and services we sell;

•our ability to manage costs related to employee retirement and health care benefits; and

•other risks and uncertainties, including but not limited to those detailed from time to time in our Securities and Exchange Commission (SEC) filings.

These forward-looking statements reflect our beliefs as of the date of filing this report. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. See Item 1A. Risk Factors, of our Annual Report on Form 10-K for the year ended September 30, 2025, and Item 1A. Risk Factors, of this Quarterly Report on Form 10-Q for more information.

Non-GAAP Measures

The following discussion includes organic sales, Enterprise operating profit, Enterprise operating margin, Adjusted Income, Adjusted EPS, Adjusted Effective Tax Rate, and free cash flow, which are non-GAAP measures. See Supplemental Sales Information for a reconciliation of reported sales to organic sales and a discussion of why we believe this non-GAAP measure is useful to investors. See Summary of Results of Operations for a reconciliation of Income before income taxes and pre-tax margin to Enterprise operating profit and Enterprise operating margin and a discussion of why we believe these non-GAAP measures are useful to investors. See Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for a reconciliation of Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate to Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate, respectively, and a discussion of why we believe these non-GAAP measures are useful to investors. See Financial Condition for a reconciliation of Cash provided by operating activities to free cash flow and a discussion of why we believe this non-GAAP measure is useful to investors.

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Overview

Rockwell Automation, Inc. is the world’s largest company dedicated to industrial automation and digital transformation. Overall demand for our hardware and software products, solutions, and services is driven by:

•investments in manufacturing, including new facilities or production lines, upgrades, modifications and expansions of existing facilities or production lines;

•investments in basic materials production capacity, which may be related to commodity pricing levels;

•our customers’ needs for faster time to market, agility to address evolving consumer preferences, operational productivity, asset management and reliability, and business resilience, including security and enterprise risk management;

•our customers’ needs to continuously improve quality, safety, and sustainability;

•industry factors that include our customers’ new product introductions, demand for our customers’ products or services, and the regulatory and competitive environments in which our customers operate;

•levels of global industrial production and capacity utilization;

•regional factors that include local political, social, regulatory, and economic circumstances; and

•the spending patterns of our customers due to their annual budgeting processes and their working schedules.

Long-term Strategy

As the world’s largest company dedicated to industrial automation and digital transformation, our strategy is to bring the Connected Enterprise® to life. We understand and simplify our customers’ complex production challenges and deliver the most valued solutions that combine technology and industry expertise. As a result, we make our customers more resilient, agile, and sustainable, creating more ways to win. We deliver value by helping our customers optimize production, build resilience, empower people, become more sustainable, and accelerate transformation.

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, energy transition and sustainability, shifting demographics, and an increased need for resiliency.

Our long-term profitable growth framework outlines how we will deliver accelerated growth while we continue to transform our company to meet stakeholder expectations over the longer term:

•achieve faster secular growth in traditional markets due to customer needs for resiliency (including cybersecurity), agility, sustainability, and mitigating impacts of labor shortages;

•grow share and create new ways to win through technology differentiation, industry focus, go to market acceleration, expanded offerings and new markets;

•add 1% average annual growth from annual recurring revenue;

•add 1% average annual growth from acquisitions; and

•deliver profitable growth within a disciplined financial framework.

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U.S. Economic Trends

In the second 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 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 Manufacturing Purchasing Managers’ Index (PMI), published by the Institute for Supply Management (ISM), which indicates the current and near-term state of manufacturing activity in the U.S. According to the ISM, a PMI measure above 50 indicates that the U.S. manufacturing economy is generally expanding while a measure below 50 indicates that it is generally contracting.

The table below depicts trends in these indicators since the quarter ended September 2024. These figures are as of May 5, 2026, and are subject to revision by the issuing organizations. Through March, the IP index increased versus the first quarter of fiscal 2026. Manufacturing PMI results increased as well during the second quarter of fiscal 2026, with January, February, and March registering readings above 50 and the highest levels in over three years.


	Manufacturing IP Index	PMI
Fiscal 2026 quarter ended:
March 2026	97.3	52.7
December 2025	96.5	47.9
Fiscal 2025 quarter ended:
September 2025	97.3	48.9
June 2025	96.9	49.0
March 2025	96.8	48.9
December 2024	95.5	49.2
Fiscal 2024 quarter ended:
September 2024	95.6	47.5

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 did not significantly change from the first quarter of 2026, and remains in the low single digits.

Non-U.S. Economic Trends

In the second 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 second quarter of fiscal 2026. Manufacturing PMI readings outside the U.S were mostly positive as well except for Mexico and Brazil where readings remained below 50.

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Outlook

We continue to manage the impact of tariffs through actions including pricing and the use of alternative sources of materials and redundant manufacturing locations. Resiliency actions we took in recent years enable us to build certain high value product lines in more than one geographic location. We are still expecting that pricing actions will recover all tariff costs this year.

During the second half of the fiscal year, we expect continued inflationary pressures to affect certain cost categories, driven by strong market demand for data centers and continued volatility related to geopolitical tensions in the Middle East. These factors are expected to primarily impact commodities, memory‑related electronic components, energy, and freight costs. Our objective is to mitigate these cost pressures over the remainder of the year through price and supply chain actions.

In the first quarter of 2026, we announced plans to build a new greenfield manufacturing site in Southeastern Wisconsin, and in the second quarter we confirmed New Berlin, Wisconsin as the specific site location. The facility is expected to be the company’s largest manufacturing campus globally, with a significant footprint and the flexibility to scale operations. Additionally, in January we completed the purchase of our Mequon, Wisconsin facility, which we had previously leased and continue to use for engineering and development and manufacturing. These projects are aligned with the previously announced $2 billion investment in plants, digital infrastructure, and talent to grow share, build resilience, and expand margins over the next five years.

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Summary of Results of Operations

The following table reflects our sales and operating results (in millions, except per share amounts and percentages):


	Three Months Ended March 31,						Six Months Ended March 31,
	2026			2025			2026			2025
Sales
Intelligent Devices (a)	$	1,008		$	896		$	1,961		$	1,702
Software & Control (b)	684			568			1,313			1,097
Lifecycle Services (c)	547			537			1,070			1,083
Total sales (d)	$	2,239		$	2,001		$	4,344		$	3,882
Segment operating earnings (1)
Intelligent Devices (e)	$	211		$	159		$	376		$	279
Software & Control (f)	239			171			435			304
Lifecycle Services (g)	80			78			154			146
Corporate and other (2)	(26)			(27)			(56)			(62)
Enterprise operating profit (3) (h)	504			381			909			667
Amortization of acquisition-related intangible assets (4)	(29)			(36)			(61)			(71)

Non-operating pension and postretirement benefit credit	3			—			6			—
Net legacy asbestos and environmental charges (2)	(1)			(6)			(2)			(9)
Change in fair value of investments	—			(3)			—			(3)
Cost associated with dissolution of Sensia	(4)			—			(8)			—
Interest expense, net	(33)			(37)			(62)			(72)
Income before income taxes (i)	440			299			782			512
Income tax provision	(89)			(51)			(129)			(86)
Net income	351			248			653			426
Net income (loss) attributable to noncontrolling interests	1			(4)			(2)			(10)
Net income attributable to Rockwell Automation	$	350		$	252		$	655		$	436




Diluted EPS	$	3.10		$	2.22		$	5.79		$	3.83

Adjusted EPS (5)	$	3.30		$	2.50		$	6.05		$	4.35

Diluted weighted average outstanding shares	112.6			113.3			112.7			113.4

Pre-tax margin (i/d)	19.7		%	14.9		%	18.0		%	13.2		%

Intelligent Devices segment operating margin (e/a)	20.9		%	17.7		%	19.2		%	16.4		%
Software & Control segment operating margin (f/b)	34.9		%	30.1		%	33.1		%	27.7		%
Lifecycle Services segment operating margin (g/c)	14.6		%	14.5		%	14.4		%	13.5		%
Enterprise operating margin (3) (h/d)	22.5		%	19.0		%	20.9		%	17.2		%

(1) See Note 15 in the Consolidated Financial Statements for the definition of segment operating earnings.

(2) Legacy asbestos and environmental charges were previously included in Corporate and other. Three and six months ended March 31, 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, cost associated with dissolution of Sensia, 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.

(4) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets. See the Supplemental Segment Information section for our presentation and reconciliation by segment.

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(5) Adjusted EPS is a non-GAAP earnings measure. See Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for more information on this non-GAAP measure.

Three and Six Months Ended March 31, 2026, Compared to Three and Six Months Ended March 31, 2025

Sales

Sales increased 12 percent year over year in both the three and six months ended March 31, 2026. Organic sales increased 9 percent year over year in both the three and six months ended March 31, 2026. Currency translation increased sales by 3 percent in both the three and six months ended March 31, 2026. Pricing contributed 3 percentage points to organic growth year over year in both the three and six months ended March 31, 2026.

The tables below present our sales, attributed to the geographic regions based upon country of destination, and the percentage change from the same period a year ago (in millions, except percentages):


			Change vs.		Change in Organic Sales (1) vs.
	Three Months Ended March 31, 2026		Three Months Ended March 31, 2025		Three Months Ended March 31, 2025
North America	$	1,412	10	%	9	%
Europe, Middle East, and Africa	430		20	%	9	%
Asia Pacific	257		13	%	10	%
Latin America	140		9	%	(1)	%
Total Company Sales	$	2,239	12	%	9	%


			Change vs.		Change in Organic Sales (1) vs.
	Six Months Ended March 31, 2026		Six Months Ended March 31, 2025		Six Months Ended March 31, 2025
North America	$	2,751	13	%	13	%
Europe, Middle East and Africa	802		16	%	7	%
Asia Pacific	512		7	%	6	%
Latin America	279		1	%	(7)	%
Total Company Sales	$	4,344	12	%	9	%

(1) Organic sales and organic sales growth exclude the effect of acquisitions, changes in currency exchange rates, and divestitures. See Supplemental Sales Information for information on these non-GAAP measures.

Corporate and Other

Corporate and other expenses were $26 million and $56 million in the three and six months ended March 31, 2026, respectively, compared to $27 million and $62 million in the three and six months ended March 31, 2025, respectively.

Income before Income Taxes

Income before income taxes increased to $440 million and $782 million in the three and six months ended March 31, 2026, respectively, from $299 million and $512 million in the three and six months ended March 31, 2025, respectively.

Pre-tax margin was 19.7 percent and 18.0 percent in the three and six months ended March 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, 2025, respectively. For both the three and six months ended March 31, 2026, pre-tax margin and Enterprise operating margin increased primarily due to higher sales volume, positive impact of price realization exceeding input costs, including productivity, and favorable mix, partially offset by higher compensation.

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Income Taxes

The effective tax rates for the three and six months ended March 31, 2026, were 20.2 percent and 16.5 percent, respectively, compared to 17.1 percent and 16.8 percent for the three and six months ended March 31, 2025, respectively. 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 percent for both the three and six months ended March 31, 2025. The increases in the effective tax rate and the Adjusted Effective Tax Rate were 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.

Diluted EPS and Adjusted EPS

Fiscal 2026 second quarter Net income attributable to Rockwell Automation was $350 million or $3.10 per share, compared to $252 million or $2.22 per share in the second 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 in the second quarter 2026, up 32 percent compared to $2.50 in the second quarter of 2025, primarily due to higher Enterprise operating margin.

Net income attributable to Rockwell Automation was $655 million or $5.79 per share in the six months ended March 31, 2026, compared to $436 million or $3.83 per share in the six months ended March 31, 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 in the six months ended March 31, 2026, up 39 percent compared to $4.35 in the six months ended March 31, 2025, primarily due to higher Enterprise operating margin.

Intelligent Devices

Sales

Intelligent Devices sales increased 13 percent and 15 percent year over year in the three and six months ended March 31, 2026, respectively. Organic sales increased 9 percent and 13 percent year over year in the three and six months ended March 31, 2026, respectively. The effects of currency translation increased sales by 4 percent and 2 percent year over year in the three and six months ended March 31, 2026. For the three months ended March 31, 2026, reported and organic sales increased in all regions. For the six months ended March 31, 2026, reported sales increased in all regions, while organic sales increased in all regions except for Latin America.

Segment Operating Margin

Intelligent Devices segment operating earnings increased 33 percent year over year in the three months ended March 31, 2026. Segment operating margin increased to 20.9 percent in the three months ended March 31, 2026, from 17.7 percent in the same period a year ago, primarily due to positive impact of price realization exceeding input costs, including productivity, higher sales volume, and favorable mix, partially offset by higher compensation.

Intelligent Devices segment operating earnings increased 35 percent year over year in the six months ended March 31, 2026. Segment operating margin increased to 19.2 percent in the six months ended March 31, 2026, from 16.4 percent in the same period a year ago, primarily due to higher sales volume, positive impact of price realization exceeding input costs, including productivity, and favorable mix, partially offset by higher compensation.

Software & Control

Sales

Software & Control sales increased 20 percent year over year in both the three and six months ended March 31, 2026. Organic sales increased 17 percent year over year in both the three and six months ended March 31, 2026. The effects of currency translation increased sales by 3 percent year over year in both the three and six months ended March 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, 2026, reported and organic sales increased in all regions.

Segment Operating Margin

Software & Control segment operating earnings increased 40 percent year over year in the three months ended March 31, 2026. Segment operating margin increased to 34.9 percent in the three months ended March 31, 2026, from 30.1 percent in the same period a year ago, primarily due to higher sales volume and positive impact of price realization exceeding input costs, including productivity, partially offset by higher compensation.

Software & Control segment operating earnings increased 43 percent year over year in the six months ended March 31, 2026. Segment operating margin increased to 33.1 percent in the six months ended March 31, 2026, from 27.7 percent in the same period a year ago, primarily due to higher sales volume, partially offset by higher compensation.

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Lifecycle Services

Sales

Lifecycle Services sales increased 2 percent and decreased 1 percent year over year in the three and six months ended March 31, 2026, respectively. Organic sales decreased 1 percent and 4 percent year over year in the three and six months ended March 31, 2026, respectively. The effects of currency translation increased sales by 3 percent year over year in the three and six months ended March 31, 2026. For the three months ended March 31, 2026, reported and organic sales increased in Europe, Middle East, and Africa and Asia Pacific, while decreasing in North America and Latin America. For the six months ended March 31, 2026, reported and organic sales decreased in all regions, except Europe, Middle East, and Africa.

Segment Operating Margin

Lifecycle Services segment operating earnings increased 3 percent year over year in the three months ended March 31, 2026. Segment operating margin increased to 14.6 percent in the three months ended March 31, 2026, from 14.5 percent in the same period a year ago.

Lifecycle Services segment operating earnings increased 5 percent year over year in the six months ended March 31, 2026. Segment operating margin increased to 14.4 percent in the six months ended March 31, 2026, from 13.5 percent in the same period a year ago, primarily due to strong project execution, partially offset by higher compensation.

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Supplemental Segment Information

Amortization of acquisition-related intangible assets and non-operating pension and postretirement benefit credit are not allocated to our operating segments because these costs are excluded from our measurement of each segment's operating performance for internal purposes. If we were to allocate these costs, we would attribute them to each of our segments as follows (in millions):


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Amortization of acquisition-related intangible assets (1)
Intelligent Devices	$	9	$	10	$	19	$	19
Software & Control	16		16		33		33
Lifecycle Services	4		10		9		19
Non-operating pension and postretirement benefit credit
Intelligent Devices	$	(1)	$	—	$	(2)	$	—
Software & Control	(1)		—		(2)		—
Lifecycle Services	(1)		—		(2)		(1)

(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 six months ended March 31, 2026, the amortization expense for internally developed intangible amortization was $4 million and $6 million, respectively.

Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation

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, cost and tax items associated with dissolution of Sensia attributable to Rockwell Automation, change in fair value of investments, and restructuring charges aligned with enterprise-wide strategic initiatives, including their respective tax effects. See Note 9 in the Consolidated Financial Statements for more information on our net periodic pension and postretirement benefit cost.

The Company adjusts its non-GAAP results to exclude Amortization of acquisition-related intangible assets as such amounts are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of Amortization of acquisition-related intangible assets supplements the GAAP information with a measure that can be used to assess the comparability of operating performance between periods and as compared to industry peers. Although the Company excludes Amortization of acquisition-related intangible assets from its non-GAAP expenses, management believes that it is important for investors to understand that such intangible assets were recorded as part of an acquisition and contribute to revenue generation.

In fiscal 2026, we updated the definition of our non-GAAP earnings measures to exclude cost, net of tax, and tax items associated with the April 1, 2026 dissolution of the Sensia joint venture. 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.

We believe that Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate provide useful information to our investors about our operating performance and allow management and investors to compare our operating performance period over period. Adjusted EPS is also used as a financial measure of performance for our annual incentive compensation. Our measures of Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate may be different from measures used by other companies. These non-GAAP measures should not be considered a substitute for Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate.

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The following are reconciliations of Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate to Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate, respectively (in millions, except per share amounts and percentages):


	Three Months Ended March 31,						Six Months Ended March 31,
	2026			2025			2026			2025
Net income attributable to Rockwell Automation	$	350		$	252		$	655		$	436
Non-operating pension and postretirement benefit credit	(3)			—			(6)			—
Tax effect of non-operating pension and postretirement credit	—			—			1			—
Amortization of acquisition-related intangible assets attributable to Rockwell Automation	29			32			60			65
Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation	(7)			(7)			(14)			(15)
Net legacy asbestos and environmental charges	1			6			2			9
Tax effect of net legacy asbestos and environmental charges	—			(1)			—			(2)
Change in fair value of investments	—			3			—			3
Tax effect of change in fair value of investments	—			(1)			—			(1)
Cost associated with dissolution of Sensia attributable to Rockwell Automation	4			—			7			—
Tax effects associated with dissolution of Sensia attributable to Rockwell Automation	(1)			—			(21)			—
Adjusted Income	$	373		$	284		$	684		$	495

Diluted EPS	$	3.10		$	2.22		$	5.79		$	3.83
Non-operating pension and postretirement credit	(0.03)			—			(0.05)			—
Tax effect of non-operating pension and postretirement credit	—			—			0.01			—
Amortization of acquisition-related intangible assets attributable to Rockwell Automation	0.26			0.27			0.53			0.57
Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation	(0.06)			(0.06)			(0.12)			(0.13)
Net legacy asbestos and environmental charges	0.01			0.06			0.02			0.08
Tax effect of net legacy asbestos and environmental charges	—			(0.01)			—			(0.02)
Change in fair value of investments	—			0.03			—			0.03
Tax effect of change in fair value of investments	—			(0.01)			—			(0.01)
Cost associated with dissolution of Sensia attributable to Rockwell Automation	0.03			—			0.06			—
Tax and tax items associated with dissolution of Sensia attributable to Rockwell Automation	(0.01)			—			(0.19)			—
Adjusted EPS	$	3.30		$	2.50		$	6.05		$	4.35

Effective tax rate	20.2		%	17.1		%	16.5		%	16.8		%
Tax effect of non-operating pension and postretirement credit	0.2		%	—		%	—		%	—		%
Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation	0.3		%	0.5		%	0.6		%	0.7		%
Tax effect of net legacy asbestos and environmental charges	(0.1)		%	—		%	(0.1)		%	0.1		%
Tax effect of change in fair value of investments	—		%	0.1		%	—		%	0.1		%
Tax effect associated with dissolution of Sensia attributable to Rockwell Automation	—		%	—		%	2.1		%	—		%
Adjusted Effective Tax Rate	20.6		%	17.7		%	19.1		%	17.7		%

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Financial Condition

The following is a summary of our cash flows from operating, investing, and financing activities, as reflected in the Consolidated Statement of Cash Flows (in millions):


	Six Months Ended March 31,
	2026		2025
Cash provided by (used for)
Operating activities	$	554	$	563
Investing activities	(119)		(122)
Financing activities	(436)		(445)
Effect of exchange rate changes on cash	3		(17)
Increase (decrease) in cash, cash equivalents, and cash included in assets held for sale	$	2	$	(21)

The following table summarizes free cash flow, which is a non-GAAP financial measure (in millions):


	Six Months Ended March 31,
	2026		2025
Cash provided by operating activities	$	554	$	563
Capital expenditures	(109)		(99)
Free cash flow	$	445	$	464

Our definition of free cash flow takes into consideration capital investments required to maintain the operations of our businesses and execute our strategy. Cash provided by operating activities adds back non-cash depreciation expense to earnings but does not reflect a charge for necessary capital expenditures. In our opinion, free cash flow provides useful information to investors regarding our ability to generate cash from business operations that is available for acquisitions and other investments, service of debt principal, dividends, and share repurchases. We use free cash flow, as defined, as one measure to monitor and evaluate our performance, including as a financial measure for our annual incentive compensation. Our definition of free cash flow may be different from definitions used by other companies.

Cash provided by operating activities was $554 million for the six months ended March 31, 2026, compared to $563 million for the six months ended March 31, 2025. Free cash flow was $445 million for the six months ended March 31, 2026, compared to $464 million for the six months ended March 31, 2025. The year over year decreases in cash provided by operating activities and free cash flow were primarily due to 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, and increases in working capital, partially offset by higher pre-tax income.

Our Short-term debt as of March 31, 2026, included commercial paper borrowings of $1,025 million with a weighted average interest rate of 4.00 percent, and a weighted average maturity period of 28 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 March 31, 2026, were the following interest-bearing loans from Schlumberger (SLB) to Sensia: $42 million due October 15, 2026, $14 million due June 15, 2026, and $33 million due June 10, 2026. As of September 30, 2025, the $14 million and $42 million of interest-bearing loans were included in Short-term debt and Long-term debt, respectively. Pursuant to the separation agreement referenced in Note 1 in the Consolidated Financial Statements, all intercompany debt was settled by the joint venture partners upon dissolution.

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We repurchased approximately 1.6 million shares of our common stock under our share repurchase program in the first six months of 2026. The total cost of these shares was $608 million, of which $12 million was recorded in Accounts payable at March 31, 2026, related to shares that did not settle until April 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 0.8 million shares of our common stock under our share repurchase program in the first six months of 2025. The total cost of these shares was $228 million, of which $3 million was recorded in Accounts payable at March 31, 2025, related to shares that did not settle until April 2025. Our decision to repurchase shares in the remainder of 2026 will depend on business conditions, free cash flow generation, other cash requirements, and stock price. At March 31, 2026, we had approximately $318 million remaining for share repurchases under our existing board authorization. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, for additional information regarding share repurchases.

We expect future uses of cash to include capital expenditures, working capital requirements, dividends to shareowners, repurchases of common stock, repayment of debt, additional contributions to our retirement plans, and acquisitions of businesses and other inorganic investments. We expect to fund future uses of cash with a combination of existing cash balances, cash generated by operating activities, commercial paper borrowings, or new issuances of debt or other securities. In addition, we have access to unsecured credit facilities with various banks.

At March 31, 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, 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.

Among other uses, we can draw on our credit facility as a standby liquidity facility to repay our outstanding commercial paper as it matures. This access to funds to repay maturing commercial paper is an important factor in maintaining the short-term credit ratings set forth in the table below. Under our current policy with respect to these ratings, we expect to limit our other borrowings under our credit facility, if any, to amounts that would leave enough credit available under the facility so that we could borrow, if needed, to repay all of our then outstanding commercial paper as it matures.

Separate short-term unsecured credit facilities of approximately $275 million at March 31, 2026, were available to non-U.S. subsidiaries, of which, approximately $35 million was committed under letters of credit. Borrowings under our non-U.S. credit facilities at March 31, 2026, and September 30, 2025, were not significant. We were in compliance with all covenants under our credit facilities at March 31, 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 May 5, 2026:

Credit Rating Agency

Short-Term Rating

Long-Term Rating

Outlook

Standard & Poor’s

A-2

A-

Stable

Moody’s

P-2

Stable

Fitch Ratings

Stable

Our ability to access the commercial paper market, and the related costs of these borrowings, is affected by the strength of our credit ratings and market conditions. We have not experienced any difficulty in accessing the commercial paper market. If our access to the commercial paper market is adversely affected due to a change in market conditions or otherwise, we would expect to rely on a combination of available cash and our unsecured committed credit facility to provide short-term funding. In such event, the cost of borrowings under our unsecured committed credit facility could be higher than the cost of commercial paper borrowings.

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We regularly monitor the third-party depository institutions that hold our cash and cash equivalents and short-term investments. We diversify our cash and cash equivalents and short-term investments among counterparties to minimize exposure to any one of these entities.

We use foreign currency forward exchange contracts to manage certain foreign currency risks. We enter into these contracts to hedge our exposure to foreign currency exchange rate variability in the expected future cash flows associated with certain third-party and intercompany transactions denominated in foreign currencies forecasted to occur within the next two years. We also may use these contracts to hedge portions of our net investments in certain non-U.S. subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. In 2025 we entered into cross-currency swaps that we designated as a partial hedge of our net investment in certain Euro, Swiss franc, and Chinese yuan functional currency denominated subsidiaries. In addition, we use foreign currency forward exchange contracts that are not designated as hedges to offset transaction gains or losses associated with some of our assets and liabilities resulting from intercompany loans or other transactions with third parties that are denominated in currencies other than our entities' functional currencies. Our foreign currency forward exchange contracts are denominated in currencies of major industrial countries. We diversify our foreign currency forward exchange contracts among counterparties to minimize exposure to any one of these entities.

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 six months ended March 31, 2026, we reclassified $3 million and $4 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 March 31, 2025, we reclassified $7 million in pre-tax net gains related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. As of March 31, 2026, we expect that approximately $6 million of pre-tax net unrealized losses 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 March 31, 2026, there has been no material change to this information.

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Supplemental Sales Information

We translate sales of subsidiaries operating outside of the United States using exchange rates effective during the respective period. Therefore, changes in currency exchange rates affect our reported sales. Sales by acquired businesses also affect our reported sales. We believe that organic sales, defined as sales excluding the effects of acquisitions and changes in currency exchange rates, which is a non-GAAP financial measure, provides useful information to investors because it reflects regional and operating segment performance from the activities of our businesses without the effect of acquisitions and changes in currency exchange rates. We use organic sales as one measure to monitor and evaluate our regional and operating segment performance. When we acquire businesses, we exclude sales in the current period for which there are no comparable sales in the prior period. We determine the effect of changes in currency exchange rates by translating the respective period’s sales using the same currency exchange rates that were in effect during the prior year. When we divest a business, we exclude sales in the prior period for which there are no comparable sales in the current period. Organic sales growth is calculated by comparing organic sales to reported sales in the prior year, excluding divestitures. We attribute sales to the geographic regions based on the country of destination.

The following is a reconciliation of reported sales to organic sales by geographic region (in millions):


	Three Months Ended March 31, 2026				Three Months Ended March 31, 2025
	Reported Sales		Effect of Changes in Currency			Organic Sales		Reported Sales
North America	$	1,412	$	5		$	1,407	$	1,288
Europe, Middle East, and Africa	430		40			390		358
Asia Pacific	257		7			250		227
Latin America	140		13			127		128
Total Company Sales	$	2,239	$	65		$	2,174	$	2,001


	Six Months Ended March 31, 2026				Six Months Ended March 31, 2025
	Reported Sales		Effect of Changes in Currency			Organic Sales		Reported Sales
North America	$	2,751	$	6		$	2,745	$	2,438
Europe, Middle East, and Africa	802		66			736		690
Asia Pacific	512		6			506		478
Latin America	279		22			257		276
Total Company Sales	$	4,344	$	100		$	4,244	$	3,882

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The following is a reconciliation of reported sales to organic sales by operating segment (in millions):


	Three Months Ended March 31, 2026				Three Months Ended March 31, 2025
	Reported Sales		Effect of Changes in Currency			Organic Sales		Reported Sales
Intelligent Devices	$	1,008	$	29		$	979	$	896
Software & Control	684		19			665		568
Lifecycle Services	547		17			530		537
Total Company Sales	$	2,239	$	65		$	2,174	$	2,001


	Six Months Ended March 31, 2026				Six Months Ended March 31, 2025
	Reported Sales		Effect of Changes in Currency			Organic Sales		Reported Sales
Intelligent Devices	$	1,961	$	45		$	1,916	$	1,702
Software & Control	1,313		29			1,284		1,097
Lifecycle Services	1,070		26			1,044		1,083
Total Company Sales	$	4,344	$	100		$	4,244	$	3,882

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Critical Accounting Estimates

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 March 31, 2026, there has been no material change to this information.

Environmental Matters

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 March 31, 2026, there has been no material change to this information.

Recent Accounting Pronouncements

See Note 1 in the Consolidated Financial Statements regarding recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information with respect to our exposure to foreign currency risk and interest rate risk is contained in Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at March 31, 2026, there has been no material change to this information.

Item 4. Controls and Procedures

Disclosure Controls and Procedures: We, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the end of the quarter covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the quarter covered by this report, our disclosure controls and procedures were effective.

Internal Control Over Financial Reporting: There has not been any change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) during the quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information with respect to our legal proceedings is contained in Item 3. Legal Proceedings, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at March 31, 2026, there has been no material change to this information.

Item 1A. Risk Factors

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 March 31, 2026, there has been no material change to this information, except that the existing risk factor entitled "Failures or security breaches of our commercial product offerings (which includes hardware, software, services, and solutions), manufacturing equipment, supply chain, or information and operational technology systems could have an adverse effect on our business." is updated as follows:

Failures or security breaches of our commercial product offerings (which includes hardware, software, services, and solutions), manufacturing environment, supply chain, or information and operational technology systems could have an adverse effect on our business.

We rely heavily on technology in our commercial product offerings for use in our customers’ manufacturing environment, and in our enterprise infrastructure. Despite the implementation of security measures, our systems are vulnerable to unauthorized access by nation states, hackers, cyber-criminals, malicious insiders, and other actors who may engage in fraud, theft of confidential or proprietary information, or sabotage. Our systems could be compromised by malware (including ransomware), cyber-attacks, and other events, ranging from widespread, non-targeted, global cyber threats to targeted advanced persistent threats. Given our commercial product offerings can be used in critical infrastructure and critical manufacturing, these threats could indicate increased risk for our commercial product offerings, manufacturing, and IT infrastructure.

The current cyber threat environment indicates increased risk for all companies, including those in industrial automation and information 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.

Product and Services Security

Our hardware and software products, services and solutions are used by our 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.

In April 2026, U.S. government agencies issued a joint cybersecurity advisory warning of active exploitation by Iranian-affiliated threat actors of internet-facing operational technology (OT) devices, including programmable logic controllers, across multiple U.S. critical infrastructure sectors. According to this advisory, threat actors have successfully accessed and manipulated industrial control systems by leveraging legitimate engineering software and targeting unsecured customer network connections, resulting in operational disruption, unauthorized modification of control logic, and manipulation of human machine interface and supervisory control and data acquisition displays. The advisory further indicates that this activity is ongoing, has escalated since at least March 2026, and may expand to additional OT products and vendors due to widespread deployment of industrial automation technologies.

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

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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.

Enterprise Security

Our business uses technology resources across a dispersed, global basis for a variety of functions including development, engineering, manufacturing, sales, accounting and financial reporting, and human resources. Our vendors, partners, employees, and customers have access to, and share, information across multiple locations via various digital technologies. In addition, we rely on partners and vendors, including cloud providers, for a wide range of products and outsourced activities as part of our internal IT infrastructure and our commercial product offerings. Secure connectivity is important to these ongoing operations. Also, our partners and vendors frequently have access to our confidential information as well as confidential information about our customers, employees, and others. We design our security architecture to reduce the risk that a compromise of our partners’ infrastructure, for example a cloud platform, could lead to a compromise of our internal systems or customer networks. In addition, our Third-Party Risk Program manages risk posed by our suppliers that have access to our confidential information, systems, or network, but this risk cannot be eliminated and vulnerabilities at third parties could result in unknown risk exposure to our business and information. In addition, cybersecurity threats may pose a significant risk to our third-party partners and could have a material adverse impact on their businesses, operations, products, and services that we use in our day-to-day operations.

Artificial Intelligence

As we broaden the application of AI across product development, manufacturing, customer operations, and enterprise operations, we face evolving risks related to safety, data governance, regulatory compliance, intellectual property, and ethical use. Integrating AI into our offerings and internal processes may lead to unintended consequences, including biased outputs, inaccurate decision-making, and increased vulnerability to adversarial attacks, that could significantly impact our business, reputation, and financial results.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchases

The table below sets forth information with respect to purchases made by or on behalf of us of shares of our common stock during the three months ended March 31, 2026:


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approx. Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
January 1-31, 2026	96,604	$	414.11	96,604	$	732,723,643
February 1-28, 2026	283,173	395.32		283,173	620,780,893
March 1-31, 2026	838,500	360.64		838,500	318,384,738
Total	1,218,277	$	372.94	1,218,277

(1) All of the shares purchased during the quarter ended March 31, 2026, were acquired pursuant to the repurchase program described in (3) below.

(2) Average price paid per share includes brokerage commissions.

(3) On September 11, 2024, the Board of Directors authorized us to expend an additional $1.0 billion to repurchase shares of our common stock. Our repurchase program allows us to repurchase shares at management’s discretion or at our broker’s discretion pursuant to a share repurchase plan subject to price and volume parameters.

Item 5. Other Information

During the quarter ended March 31, 2026, the following officer of the Company adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) promulgated under the Exchange Act, with such details of the arrangement as further follows:

•John Miller, Vice President and Chief Intellectual Property Counsel, adopted a Rule 10b5-1 trading arrangement on February 17, 2026, that will terminate on the earlier of October 30, 2026, or the execution of all trades in the trading arrangement. Mr. Miller’s trading arrangement covers the (i) sale of 354 long shares of the Company’s common stock and (ii) exercise of up to 700 stock options and the sale of the underlying shares of the Company's common stock.

During the quarter ended March 31, 2026, no director or officer of the Company adopted or terminated a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, no director of the Company adopted or terminated a Rule 10b5-1 trading arrangement, and no officer of the Company terminated a Rule 10b5-1 trading arrangement.

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Item 6. Exhibits

(a) Exhibits:

Exhibit 10.1*

—

Copy of the Company's 2026 Long-Term Incentives Plan, filed as Exhibit 4-c to the Company's Registration Statement on Form S-8 (No. 333-293518), is hereby incorporated by reference.

Exhibit 10.2*

—

Form of Restricted Stock Unit Agreement for U.S. Employees under the Company’s 2026 Long-Term Incentives Plan for restricted stock units awarded to executive officers of the Company after February 17 , 202 6 .

Exhibit 10.3*

—

Form of Performance Share Agreement for U.S. Employees under the Company’s 2026 Long-Term Incentives Plan for performance shares awarded to executive officers of the Company after February 17 , 202 6 .

Exhibit 10.4*

—

Form of Stock Option Agreement for U.S. Employees under the Company’s 2026 Long-Term Incentives Plan for options awarded to executive officers of the Company after February 17 , 202 6 .

Exhibit 10.5*

—

Form of Restricted Stock Unit Agreement for Directors under the Company’s 2026 Long-Term Incentives Plan for restric ted stock units awarded to director s of the Company after February 17 , 202 6 .

Exhibit 15

—

Letter of Deloitte & Touche LLP regarding Unaudited Financial Information.

Exhibit 31.1

—

Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

Exhibit 31.2

—

Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

Exhibit 32.1

—

Certification of Periodic Report by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2

—

Certification of Periodic Report by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101

—

Interactive Data Files.

Exhibit 104

—

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ROCKWELL AUTOMATION, INC.

(Registrant)

Date:

May 5, 2026

/s/ CHRISTIAN E. ROTHE

Christian E. Rothe
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)

Date:

May 5, 2026

/s/ TERRY L. RIESTERER

Terry L. Riesterer
Vice President and Controller
(Principal Accounting Officer)