AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 19/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Integration, installed base and support contracts identify a plausible switching-cost mechanism, but the passages do not establish an enduring advantage over competing portfolios.
durability · — · Two years of organic ARR growth support demand continuity, but do not establish the persistence of competitive barriers or customer replacement costs.
customer dependency · — · Recurring support and a common automation environment may embed Rockwell in customer operations. Actual migration costs, essential exclusivity and renewal performance are undisclosed.
erosion resilience · — · Pricing and company-wide growth coexist with Lifecycle Services contraction and quarterly price-cost pressure. These outcomes do not establish resilience of a structural moat.
Pricing power50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Fiscal 2025 pricing added approximately three percentage points to sales. Favorable price-cost effects in fiscal 2024 and through March 2026 contrast with input costs exceeding realization in June 2026. Observed pricing ability is meaningful but incomplete.
retention · 2/4 · Organic ARR growth of 14% in fiscal 2024 and 8% in fiscal 2025 supports recurring demand indirectly. It does not isolate renewals, and the renewal definition can rely on management estimates. Lifecycle Services organic contraction limits a stronger assessment without proving churn.
margin resilience · 2/4 · 2026 margins improved despite quarterly price-cost pressure, supported by volume, mix, productivity and Sensia dissolution. Fiscal 2024 earnings declined despite favorable pricing. The overall record is mixed, and margin improvement cannot be attributed to pricing alone.
contractual freedom · 2/4 · Realized price increases and negotiated payment terms establish some commercial discretion. Rebates and other variable consideration reduce realized prices; contractual limits on recovery are disclosed as a possibility. Unilateral repricing and escalation rights are unestablished.
Predictability89
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 9.72
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 3.63
Financial strength67
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 80.37
- netDebtEbitGrade
- 67.63
- interestCoverageGrade
- 90.15
- currentRatioGrade
- 30.82
- Debt / FCF (x)
- 2.37
- Net debt / operating income (x)
- 1.62
- Interest coverage (x)
- 10.92
- Current ratio (x)
- 1.14
Capital allocation100
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 27.77
- 3-year average dilution (%)
- -0.93
- 3-year average SBC / revenue (%)
- 1.07
- cashConversionGrade
- 100.00
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Nine-month operating cash flow of $1,278 million funded $179 million of capital expenditure, producing $1,099 million of free cash flow. Repurchases and declared dividends totaled $1,373 million, with share issuance and increased commercial paper borrowing also disclosed. Sensia's impairment and failed expectations offset cash-generation progress; repurchase value creation is not established.
incentive alignment · 3/4 · Actual three-year TSR at the 35th percentile earned 70% of target performance shares, demonstrating performance sensitivity. Ownership and anti-hedging policies and the existing no-repricing rule support alignment. The subsequently approved 2026 plan adds adopted safeguards, including minimum vesting with a 5% exception; these terms do not establish actual vesting or complete ownership compliance.
execution · 2/4 · Reported fiscal 2025 cost-action benefits, 2026 organic sales growth and improved cash generation demonstrate operating progress. This is indirect aggregate execution evidence. Sensia's failure to meet expectations, continuing Lifecycle Services contraction and quarterly price-cost pressure make the record mixed.
governance · 3/4 · December 2025 disclosures establish a largely independent board, independent committees, shareholder rights, executive sessions and a completed facilitated evaluation. A lead independent director moderates the combined chairman and CEO role. April 2026 board changes mean the earlier exact independence ratio is not a current verification. Strong disclosed structures do not prove exceptional oversight effectiveness.
Evidence
We are the only automation provider that can support many production disciplines, including discrete, process, batch, safety, security, motion, robotics, and power control, in a single hardware and software environment, helping customers increase the speed of deployment and reduce their total cost of ownership.
MD&A / integrated automation environment claim · Filed 12/11/2025
Factors that influence our competitive position include the breadth and performance of our product, solution and services portfolio, technology differentiation, industry and application expertise, installed base, partner ecosystem, global presence and price.
Business / competitive position factors · Filed 12/11/2025
Lifecycle Services The Lifecycle Services operating segment contains a complete portfolio of professionally delivered services and annually recurring managed support contracts.
Segment disclosures / recurring managed support contracts · Filed 12/11/2025
ROCKWELL ORGANIC ARR GROWTH Year Ended September 30, 2025 Year Ended September 30, 2024 Organic ARR growth 8% 14% FREE CASH FLOW, FREE CASH FLOW FOR ICP, AND FREE CASH FLOW CONVERSION Our definition of free cash flow and free cash flow for ICP, which are non-GAAP financial measures, take into consideration capital investments required to maintain the operations of our business and execute our strategy.
Supplemental financial information / organic ARR growth · Filed 22/12/2025
Major competitors include Siemens AG, ABB Ltd, Schneider Electric SA, Emerson Electric Co., Mitsubishi Electric Corp., Honeywell International Inc., and Dassault Systemes.
Business / named major competitors · Filed 12/11/2025
Our open architecture and strong partner ecosystem allow customers to work with best-in-class partners across the technology stack and leverage existing infrastructure with new solutions.
MD&A / open architecture and partner ecosystem · Filed 12/11/2025
Organic sales decreased 2 percent and 3 percent year over year in the three and nine months ended June 30, 2026, respectively.
MD&A / Lifecycle Services organic sales contraction · Filed 04/08/2026
For the three months ended June 30, 2026, pre-tax margin and Enterprise operating margin increased primarily due to higher sales volume, favorable mix, and the margin benefit of the Sensia joint venture dissolution, partially offset by negative impacts of input costs exceeding price realization.
MD&A / June 2026 margin drivers and negative price-cost effect · Filed 04/08/2026
Through its leading automation portfolio, Emerson helps process, hybrid and discrete manufacturers optimize operations, protect personnel, reduce emissions and achieve their sustainability goals.
Emerson business / automation portfolio across manufacturing disciplines · Filed 10/11/2025
With millions of installed assets, Industrial Automation deploys outcome-based solutions to increase asset utilization; improve operational efficiency and labor productivity; reduce carbon emissions with less energy consumption; and enhance cyber security for critical infrastructure and operational assets.
Honeywell Industrial Automation / installed assets and services · Filed 17/02/2026
Pricing increased total company sales by approximately 3 percentage points year over year, realized in the Intelligent Devices and Software & Control segments.
MD&A / fiscal 2025 realized pricing contribution · Filed 12/11/2025
Total segment operating earnings decreased to $1,595.3 million from $1,929.8 million in 2023, primarily due to lower sales volume and unfavorable mix, partially offset by lower incentive compensation and the positive impact of price realization exceeding input costs.
MD&A / fiscal 2024 earnings decline and favorable price-cost effect · Filed 12/11/2024
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.
MD&A / March 2026 margin and price-cost drivers · Filed 05/05/2026
In some cases a contract may involve variable consideration, including rebates, credits, allowances for returns, or other similar items that generally decrease the transaction price.
Revenue recognition / rebates and variable consideration · Filed 12/11/2025
We occasionally negotiate other payment terms during the contracting process.
Revenue recognition / negotiated payment terms · Filed 12/11/2025
In addition, our ability to recover cost increases and maintain profitability levels through price adjustments may be limited by competitive pressures, customer acceptance, and contractual limitations.
Risk factors / potential constraints on cost recovery through pricing · Filed 12/11/2025
The following table summarizes free cash flow, which is a non-GAAP financial measure (in millions):
1,278
1,090
Capital expenditures
(179)
(137)
Free cash flow
1,099
953
Our definition of free cash flow takes into consideration capital investments required to maintain the operations of our businesses and execute our strategy.
Financial condition / operating cash flow, capital expenditures and free cash flow · Filed 04/08/2026
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) — — 1,063 — — 1,063 (2) 1,061 Other comprehensive loss — — — (12) — (12) — (12) Common stock issued (including share-based compensation impact) — 81 — — 81 162 — 162 Share repurchases — — — — (755) (755) — (755) Retirement of treasury shares — — — — — — — — Cash dividends declared (1) — — (618) — — (618) — (618) Dissolution of Sensia — — — — — — (53) (53) Balance at June 30, 2026 $ 141 $ 2,364 $ 5,867 $ (669) $ (4,209) $ 3,494 $ 2 $ 3,496 Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive loss Common stock in treasury, at cost Total attributable to Rockwell Automation, Inc.
Statement of shareowners' equity / distributions and share issuance · Filed 04/08/2026
Our Short-term debt as of June 30, 2026, included commercial paper borrowings of $684 million with a weighted average interest rate of 3.89 percent, and a weighted average maturity period of 25 days.
Financial condition / June 2026 commercial paper borrowing · Filed 04/08/2026
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.
Financial condition / September 2025 commercial paper borrowing · Filed 04/08/2026
Dissolution of the Sensia Joint Venture 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.
Notes / Sensia performance below expectations · Filed 04/08/2026
As of September 30, 2025, the carrying value of the Sensia reporting unit, after consideration of the fourth quarter intangible asset impairment, was determined to be in excess of the reporting unit’s fair value, resulting in a $161 million pre-tax, non-cash goodwill impairment charge recorded in the Consolidated Statement of Operations.
Notes / Sensia goodwill impairment · Filed 12/11/2025
TSR performance for the period October 1, 2022 through September 30, 2025 at the 35th percentile of our comparator group resulting in 70% of target performance shares granted on December 9, 2022 being earned.
Executive compensation / actual three-year TSR and performance-share outcome · Filed 22/12/2025
We do not reprice stock options, and it is prohibited by our long-term incentive plan.
Executive compensation / existing prohibition on option repricing · Filed 22/12/2025
See page 23 BOARD AND GOVERNANCE HIGHLIGHTS Board Independence/Structure ● 10 of our 11 Board members are independent ● Lead Independent Director ● Committees are fully independent ● Director term limits and mandatory retirement policy ● Balanced director tenure with 5 directors with 6 years or less of service ● Balanced director age with 5 directors who are 60 years old or younger ● Diverse Board Board Performance ● Annual Board, committee, and individual director evaluations ● Effective shareowner outreach and engagement practices ● Regular Board refreshment ● Focus on management development and succession planning ● No employment agreements with NEOs Board and Committee Practices ● Oversight of strategy and risk management ● Stock ownership requirements for officers and directors ● No hedging and restrictions on pledging ● Executive Board sessions without the presence of management ● Recoupment policy and clawback agreements Shareowner Rights ● Proxy access to shareowners ● No multiple voting rights, enhanced voting rights, or non-voting shares ● Shareholder rights to call special meetings ● Plurality vote with director resignation for failure to receive a majority of votes cast in uncontested elections This proxy statement and the accompanying proxy are furnished in connection with the solicitation by our Board of Directors (our Board) of proxies to be used at the Annual Meeting of Shareowners of Rockwell Automation on February 10, 2026 (the Annual Meeting) and at any adjournment of the Annual Meeting.
Proxy summary / actual governance and ownership policies as disclosed in December 2025 · Filed 22/12/2025
BLAKE D. MORET JAMES P. KEANE Chairman since 2018 Lead Independent Director since 2023 ● Provides strategic vision for the Company as Chairman and CEO ● Establishes the agenda for Board meetings ● Presides at meetings of the Board ● Ensures provision of proper meeting materials and attendance of executives and advisors for meetings of the Board ● Consults with the Board Composition and Corporate Governance Committee on matters of corporate governance ● Consults with the Board Composition and Corporate Governance Committee on Committee composition ● Acts as Chairman of and presides at meetings of shareowners ● Calls special meetings of the Board ● Consults with the Board Composition and Corporate Governance Committee on leadership structure of the Board ● Does not serve on any Committees but attends all Committee meetings ● Works to ensure the Board functions with appropriate independence from management ● Acts as a key liaison between the Chairman and the independent directors ● Communicates Board feedback to the Chairman after each Board meeting ● Collaborates with the Chairman to develop Board meeting agendas ● Collaborates with the Compensation and Talent Management Committee to conduct the annual evaluation of the performance of the Chairman and CEO ● Collaborates with the Chairman and Board Composition and Corporate Governance Committee on matters related to Board effectiveness ● Presides at independent director sessions of the Board ● Presides at Board meetings if the Chairman is not present ● Calls meetings of the independent directors when necessary ● Does not serve on any Committees but attends all Committee meetings INDEPENDENT DIRECTOR SESSIONS The independent directors meet in executive session without any officer or member of management present in conjunction with regular meetings of the Board and each Committee.
Corporate governance / combined chairman and CEO role, lead director and independent sessions · Filed 22/12/2025
This year, the Board used a third-party facilitator to assist with the
evaluation process.
Corporate governance / completed facilitated board evaluation · Filed 22/12/2025
SALES GROWTH (As Reported) ORGANIC SALES GROWTH (Non-GAAP) DILUTED EPS (As Reported) ADJUSTED EPS (Non-GAAP) CASH PROVIDED BY OPERATING ACTIVITIES (As Reported in $M) FREE CASH FLOW (Non-GAAP in $M) ORGANIC ANNUAL RECURRING REVENUE GROWTH (Key Metric) In fiscal 2025, the company delivered strong financial, operational, and strategic results through disciplined execution, pricing rigor, and a continued focus on productivity, including: ● Reported and organic sales up 1% year over year; ● Total and organic annual recurring revenue (ARR) up 8% year over year; ● GAAP measures: pretax margin of 11% and diluted EPS of $7.67 which was reduced by $1.88 of accounting adjustments and one-time charges; ● Segment operating margin of 20.4%, up 110 basis points year over year and includes ~$325 million benefit from cost reduction and margin expansion actions; ● Adjusted EPS of $10.53, up 7% year over year; and ● Free cash flow of $1,358 million, up 113% year over year, and conversion of 114%.
Compensation discussion / reported fiscal 2025 operating achievements · Filed 22/12/2025
Organic sales increased 10 percent and 9 percent year over year in the three and nine months ended June 30, 2026, respectively.
MD&A / June 2026 quarterly and nine-month organic sales growth · Filed 04/08/2026
2026 Long-Term Incentives Plan. The proposal was approved by a vote of the shareowners as follows:
Affirmative votes
76,575,084
Negative votes
7,838,307
Abstentions
240,979
Broker Nonvotes
10,295,153
SIGNATURE
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 hereunto duly authorized.
Annual meeting results / shareholder approval of 2026 incentive plan · Filed 13/02/2026
No Repricing. Awards may not be repriced or exchanged for substituted awards.
2026 incentive plan summary / prohibition on repricing · Filed 22/12/2025
However, up to 5% of the number of the shares reserved under the Plan may be subject to Awards that do not meet such vesting requirements.
2026 incentive plan / exception to minimum vesting requirement · Filed 22/12/2025
Minimum Vesting Requirements. Notwithstanding anything to the contrary in the Plan, no Award may vest, in the ordinary course, prior to the first anniversary of the date of grant of the Award.
2026 incentive plan / minimum vesting requirement · Filed 22/12/2025
(the “Company”) approved a resolution to approve an increase in the number of directors of the Company from ten to eleven effective April 16, 2026, in accordance with the Company’s By-Laws.
Board appointment disclosure / April 2026 board size change · Filed 17/04/2026
For the nine months ended June 30, 2026, pre-tax margin and Enterprise operating margin increased primarily due to higher sales volume, favorable mix, and productivity, partially offset by higher compensation.
MD&A / nine-month 2026 margin improvement drivers · Filed 04/08/2026
The probability of renewal is based on historical renewal experience of the individual revenue streams, or management's best estimates if historical renewal experience is not available.
ARR definition / historical renewal experience or management estimates · Filed 12/11/2024
Lifecycle Services reported and organic sales decreased 3 percent in 2025 compared to 2024.
MD&A / fiscal 2025 Lifecycle Services sales contraction · Filed 12/11/2025
