PTC Inc.: agrees to be acquired by Schneider Electric for $205 per share

What happened

• PTC Inc. entered into an Agreement and Plan of Merger on Oct 4, 2026, with Schneider Electric SE and Grand Slam Merger Sub, Inc., under which Merger Sub will merge with and into PTC and PTC will survive as a wholly owned subsidiary of Schneider Electric.
• The filing states that each share of PTC common stock outstanding immediately prior to the effective time will be converted into the right to receive $205 in cash, without interest, subject to applicable withholding taxes, and that PTC common stock will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act.

Key details

• The board approved the Merger Agreement and, subject to certain exceptions, resolved to recommend that PTC shareholders approve the Merger Agreement.
• Treatment of restricted stock units: vested or non-employee board RSUs will be cashed out for the Merger Consideration plus accrued dividend equivalents; other RSUs will be converted into deferred cash awards equal to the Merger Consideration times the number of underlying shares plus dividend equivalents, with most vesting and forfeiture terms to remain (performance-based awards generally deemed achieved at maximum, with some exceptions).
• Closing conditions include shareholder approval by a majority of outstanding shares, required antitrust and foreign investment clearances (including HSR waiting period and CFIUS approval), absence of certain orders or material adverse effects, accuracy of representations and warranties, and material compliance with covenants; the Merger is not conditioned on Schneider Electric obtaining financing.
• Schneider Electric entered into a Debt Commitment Letter dated Oct 4, 2026, committing financing sources to provide up to $25,000,000,000 under a bridge term loan facility, and the Merger Agreement includes a $700,000,000 termination fee payable by PTC in specified circumstances.

Why it may matter

• This Form 8-K reports Item 1.01 (entry into a material definitive agreement) describing the merger agreement and its principal economic and contractual terms, and Item 7.01 (Regulation FD disclosure) reporting a joint press release dated Oct 5, 2026. A filing does not show why the insider traded or why the company acted.