PTC Inc. to Be Acquired by Schneider Electric for $205 Per Share in Cash

Transaction Overview

On October 4, 2026, PTC Inc. entered into a definitive Agreement and Plan of Merger with Schneider Electric SE and Grand Slam Merger Sub, Inc. Under the terms of the agreement, Merger Sub will merge with and into PTC, with PTC continuing as a wholly owned subsidiary of Schneider Electric.

Key Deal Terms

• Consideration: Each outstanding share of PTC Common Stock (par value $0.01 per share) will be converted into the right to receive $205.00 in cash, without interest and subject to applicable withholding taxes.
• Equity Award Treatment:
  • Cashed-Out RSUs: Vested/unsettled RSUs and non-employee director RSUs will be cancelled in exchange for $205.00 in cash per share plus accrued unpaid dividend equivalents.
  • Deferred Cash Awards: Unvested employee RSUs and PSUs will convert into cash awards equal to $205.00 multiplied by the underlying shares plus accrued dividend equivalents. Performance conditions are deemed achieved at maximum, retaining time-based vesting schedules with full acceleration upon termination without cause or for good reason.
• Delisting: Upon closing, PTC Common Stock will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act.

Financing & Certainty

• Debt Financing: Schneider Electric secured a $25.0 billion bridge term loan facility commitment from Morgan Stanley Europe SE and Société Générale pursuant to a Debt Commitment Letter dated October 4, 2026.
• Financing Conditionality: The transaction is not subject to any financing condition.

Governance, Non-Solicitation & Breakup Fee

• Board Approval: PTC's Board of Directors unanimously approved the transaction and resolved to recommend that stockholders vote in favor of the merger.
• No-Shop Provisions: PTC is subject to customary non-solicitation restrictions regarding alternative transactions, with standard fiduciary out provisions allowing engagement on unsolicited Superior Offers.
• Termination Fee: PTC is required to pay Schneider Electric a termination fee of $700 million under specified circumstances, including entering into an agreement for a Superior Offer or following an adverse recommendation change by the Board.

Closing Conditions

Consummation of the merger is subject to:

1. Approval by holders of a majority of outstanding PTC shares.
2. Expiration or termination of waiting periods under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act.
3. Approval from the Committee on Foreign Investment in the United States (CFIUS).
4. Other applicable regulatory clearances and customary closing conditions.