PTC Inc. (PTC)

PTC agreed on October 4, 2026 to be bought by Schneider Electric SE, a French company, for $205 in cash for each PTC share 1. Reuters reported that the deal is worth around $22.6 billion and would be Schneider's largest acquisition ever 7.

PTC has since filed a preliminary proxy statement, the document that asks shareholders to vote on the merger at a special meeting 3. Completing the deal needs approval from holders of a majority of the shares, antitrust clearance in the United States and approval from CFIUS, the US panel that reviews foreign purchases for national security 1.

The latest quarter on file is the one ended June 30, 2026, when revenue was $600 million, down 7 percent from a year earlier 4. The company said the fall reflected the sale of its Kepware and ThingWorx businesses and lower license revenue from a single large contract renewal 5. Annual recurring revenue (ARR, the yearly value of its subscriptions) excluding the sold businesses rose 7 percent to $2,412 million 4.

Schneider says it expects to close the purchase by the third quarter of 2027 2. Still open are the date of the shareholder vote, the regulators' decisions, and PTC's annual report for the fiscal year ending September 30 26.

PTC sells software that manufacturers use to design products and to manage the data behind them 6. Its business runs on subscriptions, and 95% of its 2025 revenue was recurring 6.

Fiscal 2023, the year to September 30, 2023, brought revenue of $2,097 million and one large purchase 6. On January 3, 2023 PTC bought ServiceMax, a maker of field service software, for $1,448.2 million net of cash acquired 6. ServiceMax had about 500 employees and $137.6 million of revenue in fiscal 2023 6.

To pay for it, PTC borrowed $630 million on its revolving credit line and $500 million on a term loan 6. Interest on that debt cost PTC $137.0 million in fiscal 2024 and $77.8 million in fiscal 2025 6.

On October 4, 2023 PTC bought pure-systems GmbH for $93.5 million, net of cash acquired 6. The German firm sold tools that track the many versions of software inside a manufacturer's products, and its tools now sit in the pure::variants line 6.

Revenue in fiscal 2024 was $2,298.5 million, up 9.6 percent (computed) from fiscal 2023 6. Fiscal 2025 revenue reached $2,739.2 million, up 19 percent 6.

The annual report explains the jump 6. Under the accounting rule ASC 606, revenue from on-premises subscriptions can vary a great deal from year to year, and longer and larger contracts that began in the year raised reported revenue 6.

Profit rose with it 6. Diluted earnings per share grew 95 percent to $6.08 in fiscal 2025 from $3.12, and operating cash flow grew 16 percent to $868 million 6. PTC also repaid $553 million of debt and bought back $300 million of its own stock that year 6.

Takeover interest arrived in 2025 3. PTC's proxy statement says another large software company, which it does not name, made a written proposal in June 2025 and ended talks on July 9, 2025 after an article speculated about a deal 3. The same filing says Schneider's chief executive had told PTC's of Schneider's interest in a combination in talks that began in May 2025 3.

On November 5, 2025 PTC agreed to sell its Kepware and ThingWorx businesses to an entity controlled by funds affiliated with TPG, for total consideration of $530.8 million 5. The sale closed on March 13, 2026 and produced a gain of $462.6 million 5. PTC then began a $375 million accelerated share repurchase on March 17, 2026 5.

Product lifecycle management

Product lifecycle management (PLM) software keeps one record of a product from first idea to retirement 6. PTC's Windchill suite is the core, with Codebeamer and pure::variants for products that contain software, ServiceMax for field service, Servigistics for service parts and Arena for cloud PLM 6.

PLM brought in $1,741.3 million in fiscal 2025, or 63.6 percent (computed) of revenue, up from $1,459.1 million 6. PTC says PLM growth was driven mainly by Windchill and Codebeamer 6.

Computer-aided design

Computer-aided design (CAD) software lets engineers draw and test products on a screen before anything is built 6. PTC sells Creo, a three-dimensional design tool, and Onshape, a design platform that runs in the cloud 6.

CAD revenue was $997.9 million in fiscal 2025, or 36.4 percent (computed) of the total, up from $839.4 million 6.

Money and margins

Total recurring revenue was $2,600.5 million of the $2,739.2 million total in fiscal 2025 6. Gross margin, which is revenue minus the cost of delivering it, was 84 percent and operating margin was 36 percent 6.

ARR was $2.41 billion at the end of the third fiscal quarter, flat with a year earlier, because of the sale of Kepware and ThingWorx 5. In that quarter PTC repurchased about $525 million of its own stock, which it said was above its yearly target 4.

In its July results release, the chief executive said customers must modernize their product data to use AI, and that PTC is building an intelligence layer over its CAD, PLM, ALM and SLM products 4.

Customers, sales and rivals

PTC says it supports more than 30,000 customers, mainly in industrials, aerospace and defense, electronics, automotive and medical technology 6. About 75% of sales come from its own sales force and the rest through resellers 6.

For enterprise CAD and PLM it names Autodesk, Dassault Systemes and Siemens as large rivals 6. In application lifecycle software it names IBM, Jama Software and Siemens, and in service software Oracle, SAP, IFS, Microsoft and Salesforce 6.

By region, fiscal 2025 revenue was $1,327.2 million in the Americas, $995.1 million in Europe and $416.9 million in Asia Pacific 6.

People and places

PTC had 7,642 full-time employees on September 30, 2025 6. It leases 61 offices, including about 169,000 square feet at its Boston headquarters and about 267,000 square feet in India, where much of its research is done 6.

Neil Barua is president and chief executive, Jennifer DiRico is chief financial officer and Mark Benjamin chairs the board 3.

Current problems

The 2025 annual report lists no legal proceedings 6. In the quarter ended June 30, 2026 PTC booked $14.4 million of tax expense tied to a Tax Court ruling in a case involving Varian Medical Systems 5.

The umbrella, in words

PTC's brands are Windchill, Codebeamer, pure::variants, ServiceMax, Servigistics, Arena, Creo and Onshape 6. Its subsidiary list, Exhibit 21 to the annual report, covers operating companies in many countries and includes ServiceMax's German unit and IncQuery Group GmbH, bought in the third quarter of 2025 for $7.9 million 6.

PTC owns the two businesses it bought, ServiceMax and pure-systems, outright 6. It sold Kepware and ThingWorx to the TPG-affiliated buyer in March 2026, so it no longer owns them 5.

The proxy statement lists holders of more than 5 percent as of October 28, 2026: T. Rowe Price with 12.03%, BlackRock with 11.28%, Vanguard Capital Management with 8.20% and State Street with 5.95% 3. The 12 directors and officers as a group held 280,991 shares, under 1% 3.

Schneider and PTC say closing is anticipated by the third quarter of 2027, once PTC shareholders holding at least a majority of the shares approve at a special meeting and regulators clear it 2. The proxy statement leaves the meeting date blank and says the parties have filed a draft CFIUS notice and an HSR Act declaration 3.

Either side may end the agreement if the merger is not complete by April 4, 2027 3. That date extends automatically in steps of three months, up to nine months in all, while antitrust or foreign investment approvals are pending 3.

PTC must pay Schneider a termination fee of $700 million if the agreement ends in specified cases, such as PTC accepting a superior offer 1.

Schneider says it has a committed $25 billion bridge loan 1. It expects to fund the purchase with new shares worth about €5 billion to €6 billion and new debt of about €16 billion to €17 billion 2. Schneider also expects cost savings of €250 million a year by its third year and about €800 million of added revenue 2.

In its release of July 29, 2026, PTC guided to fiscal 2026 revenue of $2,690 million to $2,750 million and ARR growth of 9% to 9.5% in constant currency 4. It also guided to free cash flow of about $850 million and, for the fourth quarter, revenue of $630 million to $690 million 4.

PTC's chief executive said the company would use Schneider's scale to advance its Intelligent Product Lifecycle vision and to enter more geographies and end markets 2. Schneider's release cites a broker consensus of about 10% yearly growth in PTC revenue and ARR through 2029 2.