PTC sells for $205 cash, but its holders carry the regulatory risk

PTC, based in Boston, sells software that factories use to design products and track their parts. It has more than 30,000 customers. [C35][C35] Form 10-K, Item 1PTC is a global software company headquartered in Boston, Massachusetts. We employ over 7,000 people and support more than 30,000 customers globally.PTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm Its best-known tools are Creo, a 3D design program, and Windchill, which keeps a product's records from start to end. One of its main customer groups is federal, aerospace and defense. [C39][C39] Form 10-K, Item 1, productsOur Creo ® 3D CAD technology enables the digital design, testing, and modification of product models.PTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm [C40][C40] Form 10-K, Item 1, productsOur Windchill ® PLM application suite manages all aspects of the product development lifecyclePTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm [C36][C36] Form 10-K, Item 1Federal, Aerospace and DefensePTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm It competes with Autodesk, Dassault Systèmes and Siemens. In 2025, 95% of its revenue came from subscriptions and support that renew. [C37][C37] Form 10-K, Item 1, CompetitionFor enterprise CAD and PLM solutions, we compete with large established companies including Autodesk, Dassault SystPTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm [C38][C38] Form 10-K, Item 1Our business is based on a subscription model and 95% of our 2025 revenue is recurring in nature.PTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm

In the nine months to June 30, revenue rose to $2.06 billion from $1.85 billion. Operating profit rose to $683.4 million from $548.8 million. [C22][C22] Form 10-Q, statements of operationsTotal revenue 600,049 643,937 2,060,177 1,845,431PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C23][C23] Form 10-Q, statements of operationsOperating income 166,506 209,828 683,439 548,816PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm But the latest quarter went the other way. Revenue fell 7% to $600.0 million, and operating profit fell 21% to $166.5 million. Part of the reason is that PTC sold two units, and one big contract was renewed for a shorter term. [C22][C22] Form 10-Q, statements of operationsTotal revenue 600,049 643,937 2,060,177 1,845,431PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C23][C23] Form 10-Q, statements of operationsOperating income 166,506 209,828 683,439 548,816PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C70][C70] Form 10-Q, results of operationslower license revenue due primarily to the shortened duration of a single large contract renewal and expansionPTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm Without the sold units, the yearly value of its subscriptions grew 7%. [C29][C29] Form 10-Q, executive overviewARR growth excluding the divested businesses in Q3'26 compared to Q3'25 was 7% (9% constant currency).PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm

Profit this year got a one-time lift. Net income for the nine months was $876.0 million, up from $386.2 million. Most of the jump came from a $462.6 million gain, before $95.6 million of tax, on selling Kepware and ThingWorx in March. [C72][C72] Form 10-Q, statements of operationsNet income $118,780 $141,328 $876,021 $386,204PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C71][C71] Form 10-Q, Note 4recognized a gain on the sale of $462.6 million, which is included in Other income, net. This resulted in tax expense of $95.6 million included in our income tax provision in the nine months ended June 30, 2026PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C32][C32] Form 10-Q, Note 4, divestitureOn March 13, 2026, we sold our Kepware and ThingWorx businessesPTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm PTC's adjusted numbers leave out stock pay, which was $185.8 million over the same period. Its adjusted profit margin fell to 41.4% in the latest quarter, from 44.3% a year before. [C73][C73] Form 10-Q, cash flowsStock-based compensation 185,848 161,395PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C82][C82] Third quarter results releaseNon-GAAP operating margin 41.4% 44.3%PTC third quarter fiscal 2026 results release, Exhibit 99.1 to Form 8-K, July 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526323617/ptc-ex99_1.htm PTC expects about $850 million of free cash flow for the year to September 30. That figure absorbs about $100 million of one-time taxes and $50 million of costs from the sale, partly offset by about $70 million of one-time cash from the sold units, so the net one-time drag is about $80 million. Free cash flow is the cash left after running the business and buying equipment. [C33][C33] Third quarter results release, guidance tableFree cash flow 2 ~$850 ~$850PTC third quarter fiscal 2026 results release, Exhibit 99.1 to Form 8-K, July 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526323617/ptc-ex99_1.htm [C83][C83] Third quarter results release, footnote 3FY'26 cash flow guidance includes approximately $50 million of divestiture-related costs and approximately $100 million of divestiture-related cash taxesPTC third quarter fiscal 2026 results release, Exhibit 99.1 to Form 8-K, July 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526323617/ptc-ex99_1.htm [C96][C96] Third quarter results release, footnote 3partially offset by approximately $70 million of divestiture-related net free cash flow contributionPTC third quarter fiscal 2026 results release, Exhibit 99.1 to Form 8-K, July 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526323617/ptc-ex99_1.htm [C53][C53] Form 10-K, forward-looking statementsall references to a year reflect our fiscal year that ends on September 30.PTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm

PTC had been buying back its own stock fast. In the nine months to June 30, it bought 7.0 million shares for $975 million, or about $139 a share. It also paid a bank $375 million for a quick bulk buyback. [C27][C27] Form 10-Q, Note 9, Common Stock Repurchasesin the third quarter and first nine months of 2026, we repurchased 4.3 million shares for $525 million and 7.0 million shares for $975 million, respectively, through open market transactionsPTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C30][C30] Form 10-Q, Note 9, Common Stock RepurchasesOn March 17, 2026, we entered into an accelerated share repurchase agreement ("ASR") with a major financial institution ("Bank") to repurchase $375 million of our outstanding common stockPTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm The price had swung widely. PTC paid an average of $210.42 a share for buybacks in July to September 2025, but $113.91 in June 2026. [C80][C80] Form 10-K, Item 5Total 356,422 $210.42PTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm [C79][C79] Form 10-Q, Part II, Item 2June 1, 2026 - June 30, 2026 4,321,559 $113.91PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm

PTC's own debt is modest. At June 30 it had $351.5 million of cash, only $33 million of it in the U.S., and $1.43 billion of debt. It could borrow $757.5 million more, and it met all its loan terms. [C25][C25] Form 10-Q, balance sheetCash and cash equivalents $351,454 $184,415PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C100][C100] Form 10-Q, liquiditywe had cash and cash equivalents of $33 million in the U.S., $158 million in Europe, $144 million in Asia Pacific (including India) and $16 million in other countriesPTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C26][C26] Form 10-Q, Note 10, DebtTotal debt 1,425,074 1,200,000PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C74][C74] Form 10-Q, Note 10, Debtthe amount available to borrow was $757.5 millionPTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C75][C75] Form 10-Q, Note 10, DebtWe were in compliance with all financial and operating covenants of the credit facility as of June 30, 2026.PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm In July it borrowed $301.3 million more to buy back stock. Its bank loans come due on January 3, 2028, and its $500 million of 4% notes are also due in 2028. [C28][C28] Form 10-Q, subsequent eventsWe repurchased $273.7 million of our common stock in July 2026, financed primarily with $301.3 million of net borrowings under our credit facility.PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C77][C77] Form 10-Q, Note 10, Debtthe term loan will mature and all amounts then outstanding will become due and payable is January 3, 2028PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C76][C76] Form 10-Q, Note 10, Debt4.000% Senior notes due 2028 $500,000PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm Nine-month operating profit covered interest of $48.4 million about 14 times. After July, net debt was about $1.37 billion, about 1.2 times its $1.12 billion of operating profit over the past year under standard accounting, our math. [C23][C23] Form 10-Q, statements of operationsOperating income 166,506 209,828 683,439 548,816PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C78][C78] Form 10-Q, statements of operationsInterest expense (15,771) (18,404) (48,359) (60,058)PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C26][C26] Form 10-Q, Note 10, DebtTotal debt 1,425,074 1,200,000PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C28][C28] Form 10-Q, subsequent eventsWe repurchased $273.7 million of our common stock in July 2026, financed primarily with $301.3 million of net borrowings under our credit facility.PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C25][C25] Form 10-Q, balance sheetCash and cash equivalents $351,454 $184,415PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C88][C88] Form 10-K, statements of operationsOperating income 982,385 588,062PTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm On PTC's adjusted measure, about $1.50 billion over the past year, the ratio is lower, about 0.9 times. [C98][C98] Third quarter results release, reconciliationNon-GAAP operating income (1) $248,519 $285,171 $968,805 $775,811PTC third quarter fiscal 2026 results release, Exhibit 99.1 to Form 8-K, July 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526323617/ptc-ex99_1.htm [C99][C99] Form 10-K, MD&ANon-GAAP operating income (1) $1,302.1 $894.3PTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm [C26][C26] Form 10-Q, Note 10, DebtTotal debt 1,425,074 1,200,000PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C28][C28] Form 10-Q, subsequent eventsWe repurchased $273.7 million of our common stock in July 2026, financed primarily with $301.3 million of net borrowings under our credit facility.PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C25][C25] Form 10-Q, balance sheetCash and cash equivalents $351,454 $184,415PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm Its June debt plus July's borrowing comes to about $1.7 billion, so a late collapse would leave PTC refinancing it close to those due dates. [C26][C26] Form 10-Q, Note 10, DebtTotal debt 1,425,074 1,200,000PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C28][C28] Form 10-Q, subsequent eventsWe repurchased $273.7 million of our common stock in July 2026, financed primarily with $301.3 million of net borrowings under our credit facility.PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm

Schneider has been buying software. In June it agreed to buy Cognite, an industrial data company, and it already owns AVEVA, an industrial software maker. [C49][C49] Reuters, June 30, 2026said on Tuesday it had signed an ​agreement to acquire ​Cognite HoldingReuters · Read October 6, 2026Open source ↗https://www.reuters.com/business/schneider-electric-buy-ai-software-firm-cognite-31-billion-2026-06-30/ If the PTC deal takes about a year to close, the 6.6% gap is a return of about 6.6% a year. That is only about 1.3 points more than the 5.31% that ten-year Treasury bonds paid on October 5. [C44][C44] IEX closing pricesPTC closed at $192.28 on October 5, 2026 (IEX)IEX closing prices for PTC, ADSK and IGV, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C1][C1] Form 8-K, Item 1.01, Merger Considerationwill be converted into the right to receive $205 in cash, without interest, subject to applicable withholding taxesPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm [C16][C16] Joint press release, closing and next stepsClosing of the transaction is anticipated by Q3 2027Joint press release of Schneider Electric and PTC, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex991.htm [C93][C93] Wall Street Journal market data, October 5, 2026U.S. 10 Yr -2/32 5.314%The Wall Street Journal · Read October 6, 2026Open source ↗https://www.wsj.com/business/deals/schneider-electric-to-buy-software-maker-ptc-for-22-6-billion-7a23a60c

Each PTC share becomes $205 in cash. Unvested staff stock awards become cash awards at $205 a share, paid on the old schedule. Awards tied to goals count as fully met. [C1][C1] Form 8-K, Item 1.01, Merger Considerationwill be converted into the right to receive $205 in cash, without interest, subject to applicable withholding taxesPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm [C21][C21] Employee FAQ, question 16your unvested equity - including unvested equity granted between now and close - will convert to cash awards for $205 per share and be paid on the same schedule as the original award(s).PTC employee letters and FAQ on the Schneider Electric deal, Schedule 14A, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000095014226002678/eh260839057_defa14a.htm [C61][C61] Form 8-K, Item 1.01, Merger Considerationperformance-based vesting conditions will be deemed to be achieved at maximumPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm PTC had 108,632,228 shares outstanding plus 2,065,200 more under stock awards. Schneider puts PTC's value including debt at $23.7 billion. [C59][C59] Merger agreement, Section 3.3(a)108,632,228 shares of Company Common Stock were issued and outstandingAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C60][C60] Merger agreement, Section 3.3(a)2,065,200 shares of Company Common Stock were issuable upon settlement or vesting of outstanding Company restricted stock units ("Company RSUs") (which includes Company PSUs at target)Agreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C15][C15] Joint press release, key highlightsImplied Enterprise Value of $23.7 billionJoint press release of Schneider Electric and PTC, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex991.htm

That is about 28 times the free cash flow PTC expects this year. The $205 price is also about 25 times the middle of PTC's forecast for adjusted earnings per share. [C15][C15] Joint press release, key highlightsImplied Enterprise Value of $23.7 billionJoint press release of Schneider Electric and PTC, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex991.htm [C33][C33] Third quarter results release, guidance tableFree cash flow 2 ~$850 ~$850PTC third quarter fiscal 2026 results release, Exhibit 99.1 to Form 8-K, July 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526323617/ptc-ex99_1.htm [C1][C1] Form 8-K, Item 1.01, Merger Considerationwill be converted into the right to receive $205 in cash, without interest, subject to applicable withholding taxesPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm [C34][C34] Third quarter results release, guidance tableNon-GAAP earnings per share 2 $6.65 to $8.90 $7.87 to $8.42PTC third quarter fiscal 2026 results release, Exhibit 99.1 to Form 8-K, July 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526323617/ptc-ex99_1.htm For holders who bought this year, the deal is a big gain. The $205 price is about 47% above the $139 average PTC paid for its own stock in the nine months to June 30. But it is below the $210.42 average PTC paid in July to September 2025, and no gain is locked in until regulators approve. [C1][C1] Form 8-K, Item 1.01, Merger Considerationwill be converted into the right to receive $205 in cash, without interest, subject to applicable withholding taxesPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm [C27][C27] Form 10-Q, Note 9, Common Stock Repurchasesin the third quarter and first nine months of 2026, we repurchased 4.3 million shares for $525 million and 7.0 million shares for $975 million, respectively, through open market transactionsPTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C80][C80] Form 10-K, Item 5Total 356,422 $210.42PTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm

PTC jumped 33.5% on October 5, while Autodesk, a rival, rose 4.5% and a software fund rose 1.3%. That shows the move came from the offer. [C43][C43] IEX closing pricesPTC closed at $144.02 on October 2, 2026 (IEX)IEX closing prices for PTC, ADSK and IGV, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C44][C44] IEX closing pricesPTC closed at $192.28 on October 5, 2026 (IEX)IEX closing prices for PTC, ADSK and IGV, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C45][C45] IEX closing pricesADSK closed at $212.05 on October 2, 2026 (IEX)IEX closing prices for PTC, ADSK and IGV, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C46][C46] IEX closing pricesADSK closed at $221.545 on October 5, 2026 (IEX)IEX closing prices for PTC, ADSK and IGV, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C47][C47] IEX closing pricesIGV closed at $108.345 on October 2, 2026 (IEX)IEX closing prices for PTC, ADSK and IGV, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C48][C48] IEX closing pricesIGV closed at $109.77 on October 5, 2026 (IEX)IEX closing prices for PTC, ADSK and IGV, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ The $12.72 gap to $205 is 6.6%, so the price assumes a high chance of closing. [C44][C44] IEX closing pricesPTC closed at $192.28 on October 5, 2026 (IEX)IEX closing prices for PTC, ADSK and IGV, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C1][C1] Form 8-K, Item 1.01, Merger Considerationwill be converted into the right to receive $205 in cash, without interest, subject to applicable withholding taxesPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm

Schneider pays with borrowed and new money. Banks have committed a $25 billion short-term loan, and the deal does not depend on Schneider getting financing. [C4][C4] Form 8-K, Item 1.01, Financinghave committed to provide debt financing (the "Debt Financing") in an aggregate principal amount of $25,000,000,000 under a bridge term loan facilityPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm [C5][C5] Form 8-K, Item 1.01, FinancingThe Merger is not conditioned on Schneider Electric or any other party obtaining financing.PTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm Schneider plans to repay that with about 16 to 17 billion euros of new debt and about 5 to 6 billion euros of new shares, sold quickly to investors through an accelerated bookbuild. It expects to keep its A-range credit ratings, though the rating firms have not confirmed that. [C17][C17] Joint press release, financingTotal consideration is expected to be funded via a combination of an equity issuance of approximatelyJoint press release of Schneider Electric and PTC, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex991.htm [C94][C94] Joint press release, financing5 to 6 billion and new debt issuance of approximatelyJoint press release of Schneider Electric and PTC, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex991.htm [C95][C95] Joint press release, financing16 to 17 billion. The equity issuance is expected to take the form of an Accelerated Bookbuild OfferingJoint press release of Schneider Electric and PTC, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex991.htm [C54][C54] Joint press release, financingSchneider Electric expects to retain Category A credit ratings. This remains subject to formal confirmation by the ratings agencies.Joint press release of Schneider Electric and PTC, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex991.htm Because the deal has no financing condition, a rating cut would raise Schneider's costs but would not let it walk away. [C5][C5] Form 8-K, Item 1.01, FinancingThe Merger is not conditioned on Schneider Electric or any other party obtaining financing.PTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm It also expects about 250 million euros of yearly cost savings by year three. It will report its third-quarter revenue early, on October 16. [C18][C18] Joint press release, key highlights250 million of highly executable annual run-rate cost synergies expected to be achieved by Year 3Joint press release of Schneider Electric and PTC, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex991.htm [C84][C84] Joint press release, closing and next stepsSchneider Electric will bring forward the release of its Third Quarter 2026 revenues to October 16, 2026Joint press release of Schneider Electric and PTC, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex991.htm

The risk sits with PTC's holders. The deal needs a yes vote from holders of a majority of all outstanding PTC shares, so a share that is not voted counts as a no. [C2][C2] Form 8-K, Item 1.01, Closing Conditions(1) the approval of the Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock; (2) certain regulatory clearances required under antitrust and foreign investment laws, including expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval by the Committee on Foreign Investment in the United StatesPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm It also needs U.S. antitrust clearance, a U.S. national security review of foreign buyers, and antitrust and foreign investment approvals in other countries. [C2][C2] Form 8-K, Item 1.01, Closing Conditions(1) the approval of the Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock; (2) certain regulatory clearances required under antitrust and foreign investment laws, including expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval by the Committee on Foreign Investment in the United StatesPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm [C5x][C5x] Form 8-K, Item 1.01, Closing Conditionscertain regulatory clearances required under antitrust and foreign investment lawsPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm PTC holds security clearances for defense work. So a Pentagon security office must also approve any safeguards it wants. PTC works under no such safeguard today. [C50][C50] Merger agreement, Section 2.27has provided Parent with a description of the material facility security clearances held by the Acquired CompaniesAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C7][C7] Merger agreement, Section 5.7(a)the NISPOM Rule (including notification to the DCSA and, as required, any other cognizant security authority pursuant to the NISPOM Rule) and cooperate in good faith and use reasonable best efforts to obtain DCSA's approval of any mitigation measures that may be requiredAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C64][C64] Merger agreement, Section 2.27no Acquired Company is presently operating under a foreign ownership, control, or influence ("FOCI") mitigation instrumentAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm

Schneider must offer fixes to win approval. But it can refuse any fix that would do more than slight harm to its own business. It can also refuse a security demand that PTC be run on its own, such as through a voting trust. [C65][C65] Merger agreement, Section 5.7(g)more than an immaterial impact on the financial condition, business, assets or continuing results of operations of Parent and its SubsidiariesAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C8][C8] Merger agreement, Section 5.7(g)that is proposed in connection with the review by CFIUS of the Contemplated Transactions, or in relation to the receipt of CFIUS Approval, and that would require all or a significant portion of the business of the Acquired Companies or a line of business of the Acquired Companies to be held or governed separate from the business of the Parent EntitiesAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C66][C66] Merger agreement, Section 5.7(g)including through a proxy agreement, voting trust or similar arrangementAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm PTC owes Schneider $700 million if it ends the deal for a better offer, or if its board drops its support. It also owes the fee if the deal ends after a rival bid goes public and PTC agrees to another sale within 12 months. [C57][C57] Form 8-K, Item 1.01, Termination and Feesincluding termination of the Merger Agreement by the Company to accept and enter into a definitive agreement with respect to a Superior Offer or by Schneider Electric upon a change by the Board of its recommendation in favor of the MergerPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm [C56][C56] Merger agreement, Section 7.3(b)then the Company shall pay to Parent a non-refundable fee in the amount of $700,000,000Agreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C58][C58] Merger agreement, Section 7.3(b)within 12 months after the date of such termination of this Agreement, an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is consummated or a definitive agreement providing for an Acquisition TransactionAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm The fee section names only payments by PTC, and each side otherwise pays its own costs. [C56][C56] Merger agreement, Section 7.3(b)then the Company shall pay to Parent a non-refundable fee in the amount of $700,000,000Agreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C6][C6] Merger agreement, Section 7.3(a)Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement or any of the Contemplated Transactions shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.Agreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm

The case for holding is simple. If the deal closes, a buyer at $192.28 gets $205, a 6.6% gain. [C44][C44] IEX closing pricesPTC closed at $192.28 on October 5, 2026 (IEX)IEX closing prices for PTC, ADSK and IGV, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C1][C1] Form 8-K, Item 1.01, Merger Considerationwill be converted into the right to receive $205 in cash, without interest, subject to applicable withholding taxesPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm PTC's board can still talk to a rival bidder whose offer could turn out better. [C89][C89] Form 8-K, Item 1.01, No Solicitationsubject to a customary provision that allows the Company, under certain specified circumstances, to provide information to, and participate in discussions and engage in negotiations with, third parties with respect to a competing acquisition proposalPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm

The case against is the drop if regulators say no. PTC closed at $144.02 before the news, about 25% below its October 5 price. [C43][C43] IEX closing pricesPTC closed at $144.02 on October 2, 2026 (IEX)IEX closing prices for PTC, ADSK and IGV, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C44][C44] IEX closing pricesPTC closed at $192.28 on October 5, 2026 (IEX)IEX closing prices for PTC, ADSK and IGV, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ A long review would also tie up the money, since the deadline can stretch nine months past April 4, 2027. That is close to when PTC's bank loans and notes come due. [C10][C10] Merger agreement, Section 7.1(b)to the day that is nine months after the Initial End DateAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C9][C9] Merger agreement, Section 7.1(b)on April 4, 2027 (the"Initial End Date"Agreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C77][C77] Form 10-Q, Note 10, Debtthe term loan will mature and all amounts then outstanding will become due and payable is January 3, 2028PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C76][C76] Form 10-Q, Note 10, Debt4.000% Senior notes due 2028 $500,000PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm

The first deadline is April 4, 2027. The companies must file for U.S. antitrust review within 25 business days of signing. The shareholder meeting must come within 45 days after the proxy is mailed. [C9][C9] Merger agreement, Section 7.1(b)on April 4, 2027 (the"Initial End Date"Agreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C55][C55] Merger agreement, Section 5.7(a)within 25 Business Days after the date of this Agreement, make an appropriate filing of a notification and report form pursuant to the HSR ActAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C62][C62] Merger agreement, Section 5.5but in no event later than 45 days after the Proxy Statement is first mailed to shareholders of the CompanyAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm Until closing, PTC may not buy back stock or pay dividends, and it cannot sell assets worth more than $5 million each or $10 million in total. At closing, its bank loans are paid off first under payoff letters. [C11][C11] Merger agreement, Section 5.1(D) repurchase, redeem or otherwise reacquire any of its shares of capital stock or other securitiesAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C63][C63] Merger agreement, Section 5.1with a value in excess of $5,000,000 individually or $10,000,000 in the aggregateAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C87][C87] Merger agreement, Section 5.13obtain customary payoff letters (in form and substance reasonably acceptable to Parent) at or prior to ClosingAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm Holders of its $500 million of 4% notes due 2028 may be owed an offer to buy them back at 101% of face value in certain change-of-control cases. Shareholders then get $205 a share. [C76][C76] Form 10-Q, Note 10, Debt4.000% Senior notes due 2028 $500,000PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm [C81][C81] Form 10-K, risk factorsIn certain circumstances constituting a change of control, we will be required to make an offer to repurchase the notes at a purchase price equal to 101% of the aggregate principal amount of the notesPTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm [C1][C1] Form 8-K, Item 1.01, Merger Considerationwill be converted into the right to receive $205 in cash, without interest, subject to applicable withholding taxesPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm Separately, management told staff it still aims to meet its plan for the new fiscal year, including sales and subscription growth goals, but it has not given the numbers. [C90][C90] Employee FAQ, question 10It is critical for PTC to operate business as usual and deliver on our plan for the new fiscal year, including sales and ARR growth targetsPTC employee letters and FAQ on the Schneider Electric deal, Schedule 14A, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000095014226002678/eh260839057_defa14a.htm

We would be wrong if the vote fails, which needs a majority of all outstanding shares, or if U.S. antitrust officials hold up the waiting period with a long second review. We would also be wrong if security officials want PTC run on its own during their review next year, which Schneider may refuse. [C2][C2] Form 8-K, Item 1.01, Closing Conditions(1) the approval of the Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock; (2) certain regulatory clearances required under antitrust and foreign investment laws, including expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval by the Committee on Foreign Investment in the United StatesPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm [C8][C8] Merger agreement, Section 5.7(g)that is proposed in connection with the review by CFIUS of the Contemplated Transactions, or in relation to the receipt of CFIUS Approval, and that would require all or a significant portion of the business of the Acquired Companies or a line of business of the Acquired Companies to be held or governed separate from the business of the Parent EntitiesAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm The same is true if regulators abroad demand fixes that would have more than an immaterial impact on Schneider, which it may also refuse. We would learn that as those reviews run toward the expected close by the third quarter of 2027. [C97][C97] Merger agreement, Section 5.7(g)(iv) Parent shall not be required to agree to, commit to or effect any Divestiture Remedy, Behavioral Remedy or other action (A) that would, individually or in the aggregate, reasonably be expected to result in (1) more than an immaterial impactAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C16][C16] Joint press release, closing and next stepsClosing of the transaction is anticipated by Q3 2027Joint press release of Schneider Electric and PTC, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex991.htm The antitrust filing is due within 25 business days of signing, and the vote within 45 days after the proxy is mailed, so both should be known within a few months. [C55][C55] Merger agreement, Section 5.7(a)within 25 Business Days after the date of this Agreement, make an appropriate filing of a notification and report form pursuant to the HSR ActAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C62][C62] Merger agreement, Section 5.5but in no event later than 45 days after the Proxy Statement is first mailed to shareholders of the CompanyAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm T. Rowe Price holds 11.3% and State Street 5.6%, both as passive holders. Some long-term holders may balk, since $205 is below what PTC itself paid for its stock a year earlier. [C42][C42] Schedule 13G/A, row 11Percent of class represented by amount in row (9) 11.3 %T. Rowe Price Investment Management Schedule 13G/A on PTC, filed August 14, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000189761226000581/xslSCHEDULE_13G_X02/primary_doc.xml [C85][C85] State Street Schedule 13G, row 11Percent of class represented by amount in row (9) 5.6 %State Street Schedule 13G on PTC, filed August 7, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000009375126000528/xslSCHEDULE_13G_X02/primary_doc.xml [C1][C1] Form 8-K, Item 1.01, Merger Considerationwill be converted into the right to receive $205 in cash, without interest, subject to applicable withholding taxesPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm [C80][C80] Form 10-K, Item 5Total 356,422 $210.42PTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm PTC told staff it does not expect the deal to change its customer relationships, though some customers compete with Schneider. Subscription growth, 7% without the sold units in the June quarter, is the number to watch when PTC reports its fourth quarter. [C69][C69] Employee FAQWe do not expect the acquisition to change any of our customer relationships.PTC employee letters and FAQ on the Schneider Electric deal, Schedule 14A, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000095014226002678/eh260839057_defa14a.htm [C29][C29] Form 10-Q, executive overviewARR growth excluding the divested businesses in Q3'26 compared to Q3'25 was 7% (9% constant currency).PTC quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526328444/ptc-20260630.htm

How the sale process ran, and whether any other buyer bid. PTC has said it will file a proxy statement, which usually tells that history. [C68][C68] Form 8-K, Additional Informationthe Company intends to file relevant materials with the SEC, including preliminary and definitive proxy statementsPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm

What values PTC's banker, Evercore, put on the shares. Its opinion will be in the proxy statement. [C67][C67] Merger agreement, Section 2.24The Company has received the consent of Evercore to include such opinion in the Proxy Statement.Agreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm

What safeguards U.S. security officials will ask for. If they want PTC run apart from Schneider, Schneider can say no. [C51][C51] Merger agreement, Section 5.7(f)special security agreement, security control agreement, security agreement or similar agreement with CFIUS, any member agency thereof or DCSAAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm [C8][C8] Merger agreement, Section 5.7(g)that is proposed in connection with the review by CFIUS of the Contemplated Transactions, or in relation to the receipt of CFIUS Approval, and that would require all or a significant portion of the business of the Acquired Companies or a line of business of the Acquired Companies to be held or governed separate from the business of the Parent EntitiesAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm

How much of PTC's revenue comes from U.S. defense or classified work. PTC holds security clearances, but no filing gives that revenue. [C50][C50] Merger agreement, Section 2.27has provided Parent with a description of the material facility security clearances held by the Acquired CompaniesAgreement and Plan of Merger among PTC, Schneider Electric and Grand Slam Merger Sub, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex21.htm

Which other countries' competition and investment approvals are needed. The list sits in a disclosure letter that was not filed. [C2][C2] Form 8-K, Item 1.01, Closing Conditions(1) the approval of the Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock; (2) certain regulatory clearances required under antitrust and foreign investment laws, including expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval by the Committee on Foreign Investment in the United StatesPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm [C5x][C5x] Form 8-K, Item 1.01, Closing Conditionscertain regulatory clearances required under antitrust and foreign investment lawsPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm

Whether this deal triggers PTC's duty to offer to buy back its 2028 notes at 101%. That offer applies only in certain change-of-control cases. [C81][C81] Form 10-K, risk factorsIn certain circumstances constituting a change of control, we will be required to make an offer to repurchase the notes at a purchase price equal to 101% of the aggregate principal amount of the notesPTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm

How much executives will receive, with performance awards counted as fully met. The amounts will come in the proxy statement. [C61][C61] Form 8-K, Item 1.01, Merger Considerationperformance-based vesting conditions will be deemed to be achieved at maximumPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm [C68][C68] Form 8-K, Additional Informationthe Company intends to file relevant materials with the SEC, including preliminary and definitive proxy statementsPTC Form 8-K on its merger agreement with Schneider Electric, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm

How PTC's fourth quarter to September 30 went. The last word is PTC's July forecast for that quarter. [C86][C86] Third quarter results releaseFull Fiscal Year 2026 and Fourth Fiscal Quarter GuidancePTC third quarter fiscal 2026 results release, Exhibit 99.1 to Form 8-K, July 29, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312526323617/ptc-ex99_1.htm [C53][C53] Form 10-K, forward-looking statementsall references to a year reflect our fiscal year that ends on September 30.PTC annual report on Form 10-K for the year ended September 30, 2025, filed November 21, 2025Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm