What will PTC shareholders receive for their shares?

Each outstanding share of PTC common stock will be converted into the right to receive $205 in cash, without interest, subject to applicable withholding taxes, at the effective time of the merger.

What conditions must be met before the merger closes?

Closing requires approval by holders of a majority of outstanding PTC shares, regulatory clearances including expiration or early termination of the HSR waiting period and CFIUS approval, the absence of certain orders or laws, accuracy of representations and warranties, compliance with covenants, and no continuing material adverse effect on PTC. The merger is not conditioned on financing.

What happens to PTC's outstanding restricted stock units?

Vested but unsettled RSUs and RSUs held by non-employee directors will be cashed out at the Merger Consideration plus accrued dividend equivalents. Other RSUs, including performance-based units, will convert into deferred cash awards on the same vesting schedule, with performance conditions deemed achieved at maximum and vesting accelerated upon certain qualifying terminations.

Under what circumstances would PTC owe a termination fee?

PTC must pay Schneider Electric a $700 million termination fee in specified circumstances, including if PTC terminates the agreement to accept a Superior Offer or if Schneider Electric terminates after the Board changes its recommendation in favor of the merger.

When is the transaction expected to close?

The companies anticipate closing by the third quarter of 2027, subject to customary closing conditions, including PTC shareholder approval and receipt of required regulatory approvals.

PTC 8-K: Material Agreements & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed October 5, 2026. Cited figures are marked; the original filing is the authoritative source.

PTC Inc. (PTC) entered into an Agreement and Plan of Merger on October 4, 2026, with Schneider Electric SE and Grand Slam Merger Sub, Inc., a wholly owned Schneider Electric subsidiary.

Under the agreement, Merger Sub will merge into PTC, and PTC will survive as a wholly owned subsidiary of Schneider Electric. At the effective time, each share of PTC common stock will be converted into the right to receive $205^a in cash, without interest, subject to applicable withholding taxes. Upon closing, the stock will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act.

The merger is subject to approval by holders of a majority of outstanding PTC shares, antitrust and foreign investment clearances (including HSR and CFIUS), and other customary conditions. The merger is not conditioned on financing. Schneider Electric has obtained a $25 billion^b bridge term loan commitment from Morgan Stanley Europe SE and Société Générale.

PTC has agreed to pay Schneider Electric a $700 million^c termination fee in specified circumstances, including if PTC accepts a Superior Offer or the Board changes its recommendation. The agreement also restricts PTC's ability to solicit competing proposals.

The joint press release states that the $205^d per share price represents a 42.3% premium to PTC's last closing price and a 46.1% premium to the 30-trading-day VWAP prior to announcement, valuing PTC's equity at approximately $22.6 billion and implying an enterprise value of $23.7 billion. Closing is anticipated by Q3 2027.

02—Key points

Key Highlights

Merger consideration of $205 per share in cash, with PTC becoming a wholly owned subsidiary of Schneider Electric SE
Implied equity value of approximately $22.6 billion and enterprise value of $23.7 billion, per the joint press release
Per-share price represents a 42.3% premium to the last closing price and a 46.1% premium to the 30-trading-day VWAP prior to announcement
Termination fee of $700 million payable by PTC in specified circumstances, including a Superior Offer or a change in Board recommendation
Closing conditions include majority shareholder approval, HSR and CFIUS clearances, and other customary conditions; the merger is not conditioned on financing
Schneider Electric has a $25 billion bridge term loan commitment from Morgan Stanley Europe SE and Société Générale
Anticipated closing by Q3 2027; PTC common stock will be delisted from Nasdaq upon completion

03—Questions

Frequently Asked Questions

What will PTC shareholders receive for their shares?
Each outstanding share of PTC common stock will be converted into the right to receive $205 in cash, without interest, subject to applicable withholding taxes, at the effective time of the merger.
What conditions must be met before the merger closes?
Closing requires approval by holders of a majority of outstanding PTC shares, regulatory clearances including expiration or early termination of the HSR waiting period and CFIUS approval, the absence of certain orders or laws, accuracy of representations and warranties, compliance with covenants, and no continuing material adverse effect on PTC. The merger is not conditioned on financing.
What happens to PTC's outstanding restricted stock units?
Vested but unsettled RSUs and RSUs held by non-employee directors will be cashed out at the Merger Consideration plus accrued dividend equivalents. Other RSUs, including performance-based units, will convert into deferred cash awards on the same vesting schedule, with performance conditions deemed achieved at maximum and vesting accelerated upon certain qualifying terminations.
Under what circumstances would PTC owe a termination fee?
PTC must pay Schneider Electric a $700 million termination fee in specified circumstances, including if PTC terminates the agreement to accept a Superior Offer or if Schneider Electric terminates after the Board changes its recommendation in favor of the merger.
When is the transaction expected to close?
The companies anticipate closing by the third quarter of 2027, subject to customary closing conditions, including PTC shareholder approval and receipt of required regulatory approvals.

04—Continue

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