PTC$144.03▼ 1.7%Even at a 42% premium, Schneider's $205 is 5.3% below PTC's record close
Schneider Electric agreed to buy PTC for $205 a share in cash, the companies said Oct. 5. Their merger agreement shows who owes a fee if the deal breaks, and what Schneider need not accept from a U.S. security review.
KeyVex News··6 min readFact-checked against 4 public recordsKeyVex News··6 min readFact-checked against 4 public recordsPTC$144.03▼ 1.7%Close, Oct. 2. Prices from Tiingo.The short versionTap to readTap to close
- A takeover offer is usually judged by its premium: how far it sits above the stock's last close. Schneider's $205 is 42.3% above PTC's close on Oct. 2.
- But that close was about a third below PTC's record close, $216.53 in August 2025. So even a 42% premium leaves the offer below that record.
- Jefferies said AI disruption fears weighing on software valuations let Schneider buy PTC at "a decade low valuation," Reuters reported. Berenberg's analyst told Reuters it was a healthy valuation.
- If PTC walks away for a better offer, it owes Schneider $700 million. The agreement sets no fee for Schneider to pay, even if regulators block the deal.
- The sale also needs approval from CFIUS, a U.S. national security panel. The agreement's deadline is April 4, 2027, extendable to Jan. 4, 2028.
The deal: France's Schneider Electric agreed on Oct. 4 to buy PTC for $205 a share in cash. The companies announced it before the market opened on Oct. 5.8-KRelease The deal values PTC's stock at about $22.6 billion, or $23.7 billion including debt. It would be Schneider's largest acquisition ever, Reuters reported, citing LSEG data.ReleaseReuters At 10:45 a.m. Eastern that day, PTC's stock traded at $193.54, below the offer.Quote
The price: The companies call $205 a 42.3% premium to PTC's last close, $144.03 on Oct. 2.Release But that close was 33.5% below PTC's record, $216.53 on Aug. 27, 2025, and the offer is 5.3% below that record. PTC closed at or above $205 on 33 trading days in 2025, the last on Oct. 20. It did not close that high again through Oct. 2.Chart data
Why it matters: A premium measures how far an offer sits above the last trade, not above where the stock has traded before. For PTC, those are far apart. The merger agreement, filed the same morning, adds three things. The deal's deadline can run to Jan. 4, 2028. The only termination fee it sets is one PTC would pay. And it limits the fixes Schneider must accept to win approval, including from a U.S. national security review.Merger agreement
PTC's stock and the deal's key datesDaily close, June 2, 2025 to Oct. 2, 2026 ▼ 13.6%Show chartHide chart
- 1July 9, 2025 Bloomberg reports Autodesk is weighing a bid for PTC. PTC closes at $210.47. Five days later, Bloomberg reports Autodesk is no longer pursuing a deal.
- 2Aug. 27, 2025 PTC's record close. $216.53, the highest close in KeyVex's PTC prices, which go back to 1990.
- 3Oct. 20, 2025 PTC's last close at or above $205. $205.87. It has not closed that high since.
- 4June 23, 2026 The low of the past year. $112.33, the lowest close from October 2025 on.
- 5Oct. 2, 2026 The last close before the deal. $144.03. Schneider's $205 offer is 42.3% above it.
View the data (337 trading days)
| Date | Close | Day change |
|---|---|---|
| 2026-10-02 | $144.03 | −1.7% |
| 2026-10-01 | $146.47 | +4.4% |
| 2026-09-30 | $140.30 | +2.0% |
| 2026-09-29 | $137.56 | −1.5% |
| 2026-09-28 | $139.69 | +1.1% |
| 2026-09-25 | $138.12 | +0.5% |
| 2026-09-24 | $137.41 | −2.1% |
| 2026-09-23 | $140.40 | +0.3% |
| 2026-09-22 | $140.00 | +3.5% |
| 2026-09-21 | $135.28 | −0.4% |
| 2026-09-18 | $135.89 | +1.1% |
| 2026-09-17 | $134.44 | +2.5% |
| 2026-09-16 | $131.16 | −1.2% |
| 2026-09-15 | $132.75 | −2.9% |
| 2026-09-14 | $136.65 | +4.5% |
| 2026-09-11 | $130.78 | +1.6% |
| 2026-09-10 | $128.72 | −0.1% |
| 2026-09-09 | $128.89 | −3.3% |
| 2026-09-08 | $133.25 | −5.5% |
| 2026-09-04 | $141.02 | −6.0% |
| 2026-09-03 | $150.08 | +0.6% |
| 2026-09-02 | $149.13 | −2.4% |
| 2026-09-01 | $152.81 | −1.9% |
| 2026-08-31 | $155.74 | −0.9% |
| 2026-08-28 | $157.15 | −1.1% |
| 2026-08-27 | $158.95 | +4.8% |
| 2026-08-26 | $151.61 | +0.3% |
| 2026-08-25 | $151.14 | −2.1% |
| 2026-08-24 | $154.31 | −0.2% |
| 2026-08-21 | $154.68 | +0.8% |
| 2026-08-20 | $153.52 | +0.7% |
| 2026-08-19 | $152.44 | +4.1% |
| 2026-08-18 | $146.48 | +0.3% |
| 2026-08-17 | $145.98 | −2.5% |
| 2026-08-14 | $149.75 | −2.7% |
| 2026-08-13 | $153.89 | +4.0% |
| 2026-08-12 | $147.99 | −1.6% |
| 2026-08-11 | $150.44 | −0.4% |
| 2026-08-10 | $151.02 | +2.2% |
| 2026-08-07 | $147.71 | 0.0% |
| 2026-08-06 | $147.66 | +5.9% |
| 2026-08-05 | $139.43 | −1.6% |
| 2026-08-04 | $141.68 | +1.3% |
| 2026-08-03 | $139.85 | +1.9% |
| 2026-07-31 | $137.20 | +0.7% |
| 2026-07-30 | $136.30 | +2.9% |
| 2026-07-29 | $132.46 | +3.9% |
| 2026-07-28 | $127.51 | +1.8% |
| 2026-07-27 | $125.21 | +5.6% |
| 2026-07-24 | $118.52 | +4.8% |
| 2026-07-23 | $113.05 | −0.1% |
| 2026-07-22 | $113.11 | −6.3% |
| 2026-07-21 | $120.77 | −3.3% |
| 2026-07-20 | $124.83 | +0.4% |
| 2026-07-17 | $124.37 | −2.3% |
| 2026-07-16 | $127.36 | +3.0% |
| 2026-07-15 | $123.61 | +0.9% |
| 2026-07-14 | $122.51 | −2.3% |
| 2026-07-13 | $125.42 | +0.5% |
| 2026-07-10 | $124.74 | +0.8% |
| 2026-07-09 | $123.79 | +1.0% |
| 2026-07-08 | $122.61 | −1.9% |
| 2026-07-07 | $125.04 | 0.0% |
| 2026-07-06 | $124.98 | +0.3% |
| 2026-07-02 | $124.55 | +4.0% |
| 2026-07-01 | $119.78 | +5.4% |
| 2026-06-30 | $113.61 | −0.2% |
| 2026-06-29 | $113.89 | −1.6% |
| 2026-06-26 | $115.72 | +2.8% |
| 2026-06-25 | $112.55 | −0.3% |
| 2026-06-24 | $112.93 | +0.5% |
| 2026-06-23 | $112.33 | −2.3% |
| 2026-06-22 | $115.00 | +0.2% |
| 2026-06-18 | $114.75 | −1.9% |
| 2026-06-17 | $116.94 | −1.0% |
| 2026-06-16 | $118.18 | +2.9% |
| 2026-06-15 | $114.85 | +1.0% |
| 2026-06-12 | $113.68 | −4.0% |
| 2026-06-11 | $118.39 | −12.4% |
| 2026-06-10 | $135.08 | −1.4% |
| 2026-06-09 | $136.97 | +0.7% |
| 2026-06-08 | $136.07 | −0.7% |
| 2026-06-05 | $137.00 | −1.3% |
| 2026-06-04 | $138.79 | −0.7% |
| 2026-06-03 | $139.72 | −1.8% |
| 2026-06-02 | $142.34 | −1.9% |
| 2026-06-01 | $145.08 | +4.6% |
| 2026-05-29 | $138.73 | 0.0% |
| 2026-05-28 | $138.79 | −2.4% |
| 2026-05-27 | $142.26 | −1.8% |
| 2026-05-26 | $144.88 | −2.3% |
| 2026-05-22 | $148.23 | +1.6% |
| 2026-05-21 | $145.84 | −1.4% |
| 2026-05-20 | $147.96 | +1.9% |
| 2026-05-19 | $145.19 | +0.8% |
| 2026-05-18 | $144.06 | +1.5% |
| 2026-05-15 | $141.91 | +1.5% |
| 2026-05-14 | $139.85 | −0.7% |
| 2026-05-13 | $140.81 | −2.4% |
| 2026-05-12 | $144.22 | −1.2% |
| 2026-05-11 | $145.92 | −0.5% |
| 2026-05-08 | $146.65 | −0.7% |
| 2026-05-07 | $147.65 | +8.0% |
| 2026-05-06 | $136.76 | −0.6% |
| 2026-05-05 | $137.55 | −0.5% |
| 2026-05-04 | $138.19 | +1.2% |
| 2026-05-01 | $136.53 | +0.2% |
| 2026-04-30 | $136.30 | −0.9% |
| 2026-04-29 | $137.50 | +0.3% |
| 2026-04-28 | $137.11 | +0.5% |
| 2026-04-27 | $136.41 | −0.6% |
| 2026-04-24 | $137.17 | +1.0% |
| 2026-04-23 | $135.83 | −3.4% |
| 2026-04-22 | $140.60 | −0.2% |
| 2026-04-21 | $140.93 | +0.1% |
| 2026-04-20 | $140.75 | +0.7% |
| 2026-04-17 | $139.74 | +1.1% |
| 2026-04-16 | $138.27 | +1.2% |
| 2026-04-15 | $136.58 | +2.2% |
| 2026-04-14 | $133.65 | −0.4% |
| 2026-04-13 | $134.21 | +0.6% |
| 2026-04-10 | $133.44 | −4.1% |
| 2026-04-09 | $139.19 | −3.6% |
| 2026-04-08 | $144.32 | +0.3% |
| 2026-04-07 | $143.92 | −0.3% |
| 2026-04-06 | $144.36 | +1.2% |
| 2026-04-02 | $142.65 | +0.1% |
| 2026-04-01 | $142.52 | 0.0% |
| 2026-03-31 | $142.49 | +2.0% |
| 2026-03-30 | $139.66 | +1.5% |
| 2026-03-27 | $137.61 | −4.4% |
| 2026-03-26 | $144.01 | +0.3% |
| 2026-03-25 | $143.56 | +0.4% |
| 2026-03-24 | $142.96 | −4.2% |
| 2026-03-23 | $149.23 | −0.4% |
| 2026-03-20 | $149.81 | −0.6% |
| 2026-03-19 | $150.67 | +0.4% |
| 2026-03-18 | $150.11 | −2.6% |
| 2026-03-17 | $154.12 | −1.2% |
| 2026-03-16 | $155.94 | 0.0% |
| 2026-03-13 | $155.89 | −1.0% |
| 2026-03-12 | $157.46 | −1.0% |
| 2026-03-11 | $159.13 | −0.2% |
| 2026-03-10 | $159.52 | −2.4% |
| 2026-03-09 | $163.42 | +0.4% |
| 2026-03-06 | $162.71 | −0.9% |
| 2026-03-05 | $164.25 | +0.8% |
| 2026-03-04 | $162.97 | −0.1% |
| 2026-03-03 | $163.10 | +3.1% |
| 2026-03-02 | $158.12 | +1.0% |
| 2026-02-27 | $156.59 | −0.4% |
| 2026-02-26 | $157.19 | +2.0% |
| 2026-02-25 | $154.11 | +0.4% |
| 2026-02-24 | $153.57 | +1.8% |
| 2026-02-23 | $150.88 | −2.8% |
| 2026-02-20 | $155.16 | +0.5% |
| 2026-02-19 | $154.40 | −0.7% |
| 2026-02-18 | $155.50 | +1.6% |
| 2026-02-17 | $153.07 | −2.4% |
| 2026-02-13 | $156.77 | +4.0% |
| 2026-02-12 | $150.79 | −3.1% |
| 2026-02-11 | $155.60 | −4.4% |
| 2026-02-10 | $162.72 | +1.9% |
| 2026-02-09 | $159.74 | +2.6% |
| 2026-02-06 | $155.72 | +1.2% |
| 2026-02-05 | $153.94 | +1.7% |
| 2026-02-04 | $151.34 | +1.4% |
| 2026-02-03 | $149.25 | −4.9% |
| 2026-02-02 | $156.92 | +0.5% |
| 2026-01-30 | $156.13 | +1.7% |
| 2026-01-29 | $153.48 | −5.2% |
| 2026-01-28 | $161.91 | −1.7% |
| 2026-01-27 | $164.63 | −0.7% |
| 2026-01-26 | $165.77 | +2.2% |
| 2026-01-23 | $162.14 | −1.6% |
| 2026-01-22 | $164.71 | +2.1% |
| 2026-01-21 | $161.32 | +0.1% |
| 2026-01-20 | $161.11 | −3.4% |
| 2026-01-16 | $166.75 | −0.1% |
| 2026-01-15 | $166.89 | +0.2% |
| 2026-01-14 | $166.53 | −1.7% |
| 2026-01-13 | $169.37 | −1.2% |
| 2026-01-12 | $171.43 | −0.1% |
| 2026-01-09 | $171.52 | −1.2% |
| 2026-01-08 | $173.57 | −0.6% |
| 2026-01-07 | $174.57 | −0.3% |
| 2026-01-06 | $175.01 | +1.1% |
| 2026-01-05 | $173.11 | +1.8% |
| 2026-01-02 | $170.10 | −2.4% |
| 2025-12-31 | $174.21 | −0.7% |
| 2025-12-30 | $175.41 | −0.1% |
| 2025-12-29 | $175.59 | −0.6% |
| 2025-12-26 | $176.59 | +0.1% |
| 2025-12-24 | $176.47 | +0.3% |
| 2025-12-23 | $176.02 | −1.7% |
| 2025-12-22 | $179.06 | +0.5% |
| 2025-12-19 | $178.17 | +1.3% |
| 2025-12-18 | $175.90 | +0.3% |
| 2025-12-17 | $175.31 | +0.6% |
| 2025-12-16 | $174.28 | −0.5% |
| 2025-12-15 | $175.07 | −0.5% |
| 2025-12-12 | $176.00 | −1.1% |
| 2025-12-11 | $178.00 | +1.3% |
| 2025-12-10 | $175.66 | +1.4% |
| 2025-12-09 | $173.17 | −0.7% |
| 2025-12-08 | $174.41 | +0.5% |
| 2025-12-05 | $173.52 | −2.8% |
| 2025-12-04 | $178.50 | +0.6% |
| 2025-12-03 | $177.37 | +0.5% |
| 2025-12-02 | $176.48 | +0.9% |
| 2025-12-01 | $174.88 | −0.3% |
| 2025-11-28 | $175.43 | +1.1% |
| 2025-11-26 | $173.46 | 0.0% |
| 2025-11-25 | $173.44 | +1.9% |
| 2025-11-24 | $170.16 | −1.1% |
| 2025-11-21 | $172.12 | +1.0% |
| 2025-11-20 | $170.43 | −0.9% |
| 2025-11-19 | $171.94 | −0.7% |
| 2025-11-18 | $173.07 | −0.7% |
| 2025-11-17 | $174.21 | −3.0% |
| 2025-11-14 | $179.61 | +2.9% |
| 2025-11-13 | $174.57 | −2.0% |
| 2025-11-12 | $178.16 | +0.1% |
| 2025-11-11 | $178.00 | +0.3% |
| 2025-11-10 | $177.49 | +0.8% |
| 2025-11-07 | $176.11 | +1.3% |
| 2025-11-06 | $173.93 | −8.4% |
| 2025-11-05 | $189.97 | −1.1% |
| 2025-11-04 | $192.03 | −2.2% |
| 2025-11-03 | $196.36 | −1.1% |
| 2025-10-31 | $198.54 | +0.6% |
| 2025-10-30 | $197.38 | −0.2% |
| 2025-10-29 | $197.86 | −2.3% |
| 2025-10-28 | $202.46 | −0.4% |
| 2025-10-27 | $203.28 | −0.7% |
| 2025-10-24 | $204.81 | +0.1% |
| 2025-10-23 | $204.67 | +0.8% |
| 2025-10-22 | $203.03 | −0.7% |
| 2025-10-21 | $204.55 | −0.6% |
| 2025-10-20 | $205.87 | +1.5% |
| 2025-10-17 | $202.86 | +0.4% |
| 2025-10-16 | $201.99 | −0.4% |
| 2025-10-15 | $202.80 | +0.4% |
| 2025-10-14 | $202.06 | −0.2% |
| 2025-10-13 | $202.48 | +2.8% |
| 2025-10-10 | $196.90 | −2.4% |
| 2025-10-09 | $201.72 | −0.8% |
| 2025-10-08 | $203.43 | +0.6% |
| 2025-10-07 | $202.26 | −1.3% |
| 2025-10-06 | $205.00 | +1.0% |
| 2025-10-03 | $203.00 | 0.0% |
| 2025-10-02 | $203.02 | +0.3% |
| 2025-10-01 | $202.42 | −0.3% |
| 2025-09-30 | $203.02 | −0.4% |
| 2025-09-29 | $203.84 | +0.4% |
| 2025-09-26 | $202.96 | +0.1% |
| 2025-09-25 | $202.71 | −0.4% |
| 2025-09-24 | $203.60 | −0.2% |
| 2025-09-23 | $204.03 | −0.9% |
| 2025-09-22 | $205.93 | 0.0% |
| 2025-09-19 | $205.95 | −0.1% |
| 2025-09-18 | $206.19 | +1.1% |
| 2025-09-17 | $203.98 | −0.5% |
| 2025-09-16 | $204.95 | +0.4% |
| 2025-09-15 | $204.15 | −0.5% |
| 2025-09-12 | $205.11 | −0.9% |
| 2025-09-11 | $207.03 | +1.2% |
| 2025-09-10 | $204.50 | +0.2% |
| 2025-09-09 | $204.03 | −4.1% |
| 2025-09-08 | $212.73 | −0.5% |
| 2025-09-05 | $213.90 | +0.3% |
| 2025-09-04 | $213.25 | +0.5% |
| 2025-09-03 | $212.24 | −0.2% |
| 2025-09-02 | $212.64 | −0.4% |
| 2025-08-29 | $213.50 | −0.7% |
| 2025-08-28 | $215.03 | −0.7% |
| 2025-08-27 | $216.53 | +1.9% |
| 2025-08-26 | $212.58 | −0.8% |
| 2025-08-25 | $214.35 | −0.3% |
| 2025-08-22 | $215.05 | +1.5% |
| 2025-08-21 | $211.95 | +0.5% |
| 2025-08-20 | $210.89 | +0.5% |
| 2025-08-19 | $209.87 | +0.7% |
| 2025-08-18 | $208.31 | +1.2% |
| 2025-08-15 | $205.84 | −1.0% |
| 2025-08-14 | $208.01 | −0.2% |
| 2025-08-13 | $208.37 | +1.9% |
| 2025-08-12 | $204.55 | +0.6% |
| 2025-08-11 | $203.29 | −1.0% |
| 2025-08-08 | $205.42 | −0.4% |
| 2025-08-07 | $206.15 | −4.4% |
| 2025-08-06 | $215.71 | +0.4% |
| 2025-08-05 | $214.79 | −0.7% |
| 2025-08-04 | $216.41 | +2.0% |
| 2025-08-01 | $212.11 | −1.3% |
| 2025-07-31 | $214.81 | +6.1% |
| 2025-07-30 | $202.51 | −0.8% |
| 2025-07-29 | $204.19 | +0.1% |
| 2025-07-28 | $204.00 | −0.2% |
| 2025-07-25 | $204.51 | +1.2% |
| 2025-07-24 | $202.06 | +0.3% |
| 2025-07-23 | $201.36 | −0.7% |
| 2025-07-22 | $202.87 | +2.0% |
| 2025-07-21 | $198.82 | −0.4% |
| 2025-07-18 | $199.61 | +1.3% |
| 2025-07-17 | $197.00 | +1.4% |
| 2025-07-16 | $194.19 | +1.0% |
| 2025-07-15 | $192.22 | +0.6% |
| 2025-07-14 | $191.08 | −1.3% |
| 2025-07-11 | $193.50 | −0.6% |
| 2025-07-10 | $194.59 | −7.5% |
| 2025-07-09 | $210.47 | +17.6% |
| 2025-07-08 | $178.90 | +2.3% |
| 2025-07-07 | $174.82 | −0.7% |
| 2025-07-03 | $175.98 | +1.5% |
| 2025-07-02 | $173.31 | +0.1% |
| 2025-07-01 | $173.07 | +0.4% |
| 2025-06-30 | $172.34 | +1.8% |
| 2025-06-27 | $169.30 | −0.1% |
| 2025-06-26 | $169.54 | +0.6% |
| 2025-06-25 | $168.60 | −0.8% |
| 2025-06-24 | $169.93 | +2.1% |
| 2025-06-23 | $166.46 | −0.3% |
| 2025-06-20 | $166.97 | +0.2% |
| 2025-06-18 | $166.57 | −0.6% |
| 2025-06-17 | $167.53 | −2.9% |
| 2025-06-16 | $172.61 | +1.9% |
| 2025-06-13 | $169.34 | −1.0% |
| 2025-06-12 | $171.02 | 0.0% |
| 2025-06-11 | $171.00 | 0.0% |
| 2025-06-10 | $170.92 | +0.4% |
| 2025-06-09 | $170.19 | −0.1% |
| 2025-06-06 | $170.34 | +1.5% |
| 2025-06-05 | $167.81 | −0.2% |
| 2025-06-04 | $168.17 | 0.0% |
| 2025-06-03 | $168.12 | +0.8% |
| 2025-06-02 | $166.75 |
The deal was announced before the open on Oct. 5, after the last close in this chart.8-K Source: Tiingo end-of-day closes, as traded, via KeyVex.
Where $205 sits in PTC's own history
PTC, based in Boston, makes software that manufacturers use to design products and manage their engineering data.10-K
Schneider is not the first company to look at it. On July 9, 2025, Bloomberg reported that Autodesk was weighing a cash-and-stock deal for PTC, and that PTC was drawing interest from other industry players.BloombergReuters PTC closed that day at $210.47, up 17.6%.Chart data Five days later, Bloomberg reported that Autodesk was no longer pursuing a deal, citing people familiar with the matter.TheFly
PTC set its record seven weeks later. From there the stock fell to $112.33 on June 23, 2026, its lowest close of the past year. The offer is 82.5% above that low, by KeyVex's math.Chart data
View the data
| PTC price | Per share | Note |
|---|---|---|
| Record close (Aug. 27, 2025) | $216.53 | Highest PTC close in KeyVex's data, which goes back to March 1990 |
| Bloomberg's Autodesk report (Close, July 9, 2025) | $210.47 | Bloomberg reported Autodesk was weighing a bid |
| Schneider's offer (Cash, per share) | $205 | Merger agreement signed Oct. 4, 2026 |
| Last close before the deal (Oct. 2, 2026) | $144.03 | The 42.3% premium is measured from here |
| Low of the past year (June 23, 2026) | $112.33 | Lowest close from Oct. 5, 2025, to Oct. 2, 2026 |
The offer is 5.3% below PTC's record close and 82.5% above its low of the past year, by KeyVex's math. Source: Tiingo end-of-day closes, as traded, via KeyVex; the merger agreement.
Schneider has a committed bridge loan of €22 billion, the release says. It expects to fund the deal with about €5 billion to €6 billion of new shares and €16 billion to €17 billion of new debt.Release
Analysts tied the price to depressed software valuations. Jefferies said in a note to investors that fears of AI disruption are still weighing on software valuations, which "allows acquiring PTC at a decade low valuation," Reuters reported. The same fears "could still weigh on Schneider post deal," Jefferies said.ReutersEuronews Nay Soe Naing, an analyst at Berenberg, told Reuters the deal presented a healthy valuation amid a compressed valuation environment, Reuters reported.Reuters Schneider's stock fell nearly 10% in early trading in Paris as investors weighed the size of the deal, the premium and the outlook for software valuations, Reuters reported. The drop erased close to €15 billion of market value, Reuters said.Reuters
Who pays if the deal breaks
The merger agreement sets one termination fee: $700 million, which PTC pays Schneider. It is owed if PTC ends the deal to take a better offer, or if Schneider ends it after PTC's board withdraws its support.Merger agreement It is also owed if shareholders reject the deal, or it runs out of time before they vote, while a rival proposal is out, and PTC then agrees to or completes another sale within 12 months.Merger agreement The fee is about 3.1% of the deal's $22.6 billion equity value, by KeyVex's math.
The agreement sets no termination fee for Schneider to pay, including if regulators block the deal.Merger agreement Either side can ask a court to order the other to carry out its obligations under the agreement, and Schneider could owe damages for a knowing and intentional breach.Merger agreement
What still has to happen
PTC's shareholders must approve the deal by a majority of the outstanding shares. The deal must also clear a U.S. antitrust waiting period, in which regulators check whether a merger would hurt competition, and reviews in other countries the agreement lists.8-K
The deal also needs approval from the Committee on Foreign Investment in the United States, or CFIUS.8-K The committee reviews foreign investment in U.S. businesses for its effect on national security.CFIUS Federal, aerospace and defense is among the industries PTC serves, its annual report says.10-K In the merger agreement, PTC says it holds facility security clearances, and that some of its staff hold personal clearances used in its business. It says it can do classified work up to the level of those clearances.Merger agreement
Schneider has agreed to offer fixes to win approvals, including selling assets and signing a national security agreement with CFIUS. There are limits. Schneider does not have to accept a fix with more than an immaterial impact on its existing business, or a CFIUS condition that would hold all or a significant part of PTC's business separate from the rest of Schneider.Merger agreement
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 Entities
The companies expect to close by the third quarter of 2027.Release Either side can end the agreement if the deal has not closed by April 4, 2027. That deadline moves back by three months at a time, up to three times, while regulatory approvals are still pending. The last possible deadline is Jan. 4, 2028.Merger agreement
What to watch
Schneider releases its third-quarter revenue, brought forward as a result of the deal, the release says.
The agreement's first deadline, extended automatically while approvals are pending.
When the companies expect the deal to close.
The latest deadline the agreement allows.
The paper trail
The filings this story rests on, with the time EDGAR accepted each one (Eastern).
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Nov. 21, 2025 | 10-K | PTC | Fiscal 2025 annual report: 30,000+ customers; federal, aerospace and defense among its five main industries. |
| Oct. 5, 2026, 7:22 a.m. | 8-K | PTC | The merger agreement with Schneider Electric, signed Oct. 4: $205 a share in cash. |
| Oct. 5, 2026, 7:22 a.m. | Ex. 2.1 | PTC | The agreement: the $700 million fee, CFIUS terms, security clearances, deadlines. |
| Oct. 5, 2026, 7:22 a.m. | Ex. 99.1 | PTC and Schneider | Joint press release: the 42.3% premium, financing, expected closing. |
Sources
12 sources, 4 of them public records
Public records
- PTC Inc., Form 8-K (merger agreement with Schneider Electric)SEC EDGAR · Oct. 5, 2026
- PTC Inc., Exhibit 2.1: Agreement and Plan of Merger among PTC, Schneider Electric SE and Grand Slam Merger Sub, dated Oct. 4, 2026SEC EDGAR · Oct. 5, 2026
- PTC Inc., Exhibit 99.1: joint press release, "Schneider Electric to acquire PTC"SEC EDGAR · Oct. 5, 2026
- PTC Inc., Form 10-K for the fiscal year ended Sept. 30, 2025SEC EDGAR · Nov. 21, 2025
Rules and references
- The Committee on Foreign Investment in the United States (CFIUS)U.S. Department of the Treasury · accessed Oct. 5, 2026
Reporting
- "Schneider Electric to buy US software firm PTC in $22.6 billion deal" (as syndicated)Reuters · Oct. 5, 2026
- "Schneider Electric shares plunge on record $22.6bn PTC deal"Euronews · Oct. 5, 2026
- "Autodesk Is Said to Weigh Takeover of Software Firm PTC"Bloomberg (via Bloomberg Law) · July 2025
- "Autodesk weighs takeover of engineering software firm PTC, Bloomberg News reports" (as syndicated)Reuters · July 9, 2025
- "Autodesk no longer pursuing PTC acquisition, Bloomberg reports"TheFly (via TipRanks) · July 14, 2025
Data
- End-of-day prices for PTC, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 2, 2026
- The chart's Filings layer: KeyVex's Congress trade, insider trade, Form 144, 8-K and lobbying records for PTCKeyVex · through Oct. 2, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends. Daily moves are close to close. Every PTC close in the chart's Story range is in its data table. The count of days at or above $205 comes from KeyVex's PTC closes from Oct. 4, 2016, to Oct. 2, 2026. The record close is the highest in KeyVex's PTC prices back to March 1990, as traded or adjusted for splits. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to PTC's close at the start of the range shown. The Filings switch shows the filing markers from KeyVex's PTC stock page, a selection of congressional trades, insider trades, Form 144 notices, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
- The fee's share of the deal is $700 million divided by the $22.6 billion equity value in the press release. The offer's distance from the record close and the low is $205 against each close.
- The press release gives Schneider's financing in euros. PTC's 8-K describes the same bridge commitment as $25 billion.