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PTC 8-K Report, Regulation FD Disclosure (Mar 16, 2026)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed March 16, 2026
Period End
March 16, 2026
Security
PTC
In the record · 2016–202610-K1010-Q338-K130

PTC filed 10 annual reports (10-K), 33 quarterly reports (10-Q) and 130 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Jun ’18Jun ’18
  2. Deal closed8-K · Jan ’21Jan ’21
  3. Leadership change8-K · Feb ’23Feb ’23
  4. Leadership change8-K · Mar ’25Mar ’25

01—Abstract

Summary

Summary of the 8-K filed March 16, 2026. Cited figures are marked; the original filing is the authoritative source.

On March 16, 2026, PTC (NASDAQ: PTC) announced it completed the sale of its Kepware industrial connectivity and ThingWorx Internet of Things (IoT) businesses to an affiliate of TPG, and updated its second-quarter and full-year fiscal 2026 guidance and share repurchase expectations to reflect the divestiture and use of proceeds.

PTC received cash proceeds of $523 milliona at closing, reflecting closing adjustments of $42 million related to working capital and indebtedness. Net after-tax transaction proceeds are expected to be approximately $375 million, after approximately $40 million of divestiture-related costs and approximately $110 million of cash taxes. PTC will use the net after-tax proceeds for share repurchases, including a planned $375 million accelerated share repurchase agreement in Q2'26 with final settlement expected in Q3'26.

The company expects to repurchase approximately $250 millionb of common stock in Q2'26 and approximately $1.125 billion to $1.325 billion of shares in FY'26 in total. Q2'26 fully diluted shares are expected to decline to approximately 118 million from 121 million in Q2'25. The guidance update reduces FY'26 operating cash flow guidance from approximately $1,030 million to approximately $880 million and free cash flow guidance from approximately $1,000 million to approximately $850 million, reflecting divestiture-related outflows that are not expected to recur.

FY'26 revenue guidance moves to $2,540 million to $2,805 millionc from $2,675 million to $2,940 million, and GAAP EPS guidance rises to $6.94 to $9.66 from $4.42 to $6.93, including a $464 million gain on the sale. Non-GAAP EPS guidance is $6.36 to $8.84, compared with $6.69 to $9.15 previously. The company states there are no other changes to its February 4, 2026 guidance.

02—Key points

Key Highlights

  1. Closed the divestiture of the Kepware and ThingWorx businesses to an affiliate of TPG, with cash proceeds of $523 million at closing.
  2. Net after-tax transaction proceeds are approximately $375 million, after about $40 million of divestiture-related costs and about $110 million of cash taxes.
  3. Proceeds will fund share repurchases, including a $375 million accelerated share repurchase agreement in Q2'26 with final settlement expected in Q3'26.
  4. FY'26 operating cash flow guidance lowered to approximately $880 million from approximately $1,030 million; free cash flow guidance lowered to approximately $850 million from approximately $1,000 million.
  5. FY'26 revenue guidance revised to $2,540 million to $2,805 million from $2,675 million to $2,940 million; non-GAAP EPS guidance revised to $6.36 to $8.84 from $6.69 to $9.15.
  6. FY'26 GAAP EPS guidance includes a $464 million gain on the sale of the divested businesses.
  7. Company expects approximately $1.125 billion to $1.325 billion in total share repurchases in FY'26 and Q2'26 fully diluted shares of approximately 118 million.

03—Questions

Frequently Asked Questions

  1. What businesses did PTC divest and to whom?

    PTC sold its Kepware industrial connectivity and ThingWorx Internet of Things (IoT) businesses to an affiliate of TPG, a global alternative asset management firm.

  2. How much cash did PTC receive and what will it do with the proceeds?

    PTC received $523 million in cash proceeds at closing. Net after-tax proceeds of approximately $375 million will be used for share repurchases, including a $375 million accelerated share repurchase agreement expected in Q2'26 with final settlement in Q3'26.

  3. How did the divestiture change PTC's guidance?

    FY'26 operating cash flow guidance fell to approximately $880 million from $1,030 million and free cash flow guidance to approximately $850 million from $1,000 million, due to about $150 million of divestiture-related outflows that are not expected to recur. FY'26 revenue and GAAP EPS guidance were also revised, with GAAP EPS including a $464 million gain on the sale.

  4. Does the divestiture include any additional payments to PTC?

    The forward-looking statements reference additional contingent consideration of up to $125 million that would become payable upon TPG's future sale of the divested businesses, subject to future thresholds being achieved.

  5. How many shares does PTC expect to repurchase and what is the expected share count?

    PTC expects to repurchase approximately $250 million of common stock in Q2'26 and between $150 million and $250 million per quarter in the second half of FY'26, for approximately $1.125 billion to $1.325 billion in FY'26. Fully diluted shares are expected to decrease to approximately 118 million in Q2'26 from 121 million in Q2'25.

04—Continue

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