Every material Form 8-K PTC has filed with the SEC since September 12, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
PTC reported fourth-quarter fiscal 2026 revenue of $673 million, down 25% from $894 million a year earlier, and GAAP EPS of $1.44, down 50%. Full-year revenue was roughly flat at $2.73 billion, while GAAP EPS rose to $8.93 from $6.08, helped by $463.9 million of gains on divested businesses. Because of the pending acquisition by Schneider Electric, PTC has stopped providing guidance and suspended its quarterly earnings calls.
Q4 fiscal 2026 revenue was $673 million versus $894 million; non-GAAP EPS was $2.03 versus $3.41.
Full-year fiscal 2026 revenue was $2.73 billion versus $2.74 billion; GAAP EPS was $8.93 versus $6.08, and non-GAAP EPS was $8.24 versus $7.94.
Full-year GAAP results include $463.9 million of gains on the sale of the Kepware and ThingWorx businesses.
PTC entered a definitive agreement to be acquired by Schneider Electric, as announced October 5, 2026; no quarterly or annual guidance is being provided.
PTC signed a merger agreement under which Schneider Electric will acquire the company for $205 per share in cash, valuing PTC's equity at approximately $22.6 billion. The price is a 42.3% premium to PTC's last closing price, and PTC shareholders must approve the deal; closing is anticipated by Q3 2027. Shareholders would receive cash and the stock would be delisted from Nasdaq if the merger closes.
Merger consideration: $205 per share in cash; implied enterprise value of $23.7 billion
Premium of 42.3% to last closing price and 46.1% to the previous 30-trading-day VWAP
Company must pay Schneider Electric a $700 million termination fee in specified circumstances
Closing anticipated by Q3 2027, subject to majority shareholder approval and regulatory clearances including HSR and CFIUS
PTC reported third-quarter fiscal 2026 results on July 29, 2026. Revenue fell 7% year over year to $600 million and GAAP earnings per share fell 12% to $1.03, while constant currency ARR excluding divested businesses rose 9.1%. The company raised fiscal 2026 guidance for ARR, revenue and EPS and repurchased about $525 million of its stock in the quarter.
Q3 revenue was $600 million versus $644 million a year earlier; GAAP EPS was $1.03 versus $1.17; non-GAAP EPS was $1.58 versus $1.64.
FY26 revenue guidance is $2.69 billion to $2.75 billion, compared with the previous $2.58 billion to $2.82 billion range.
PTC repurchased 4.3 million shares in the open market in Q3 for $525 million and expects about $1.625 billion of total FY26 repurchases.
The Kepware and ThingWorx divestiture closed March 13, 2026; the company recognized a $462.6 million gain on the sale in Q2 2026.
PTC reported second-quarter fiscal 2026 results, with revenue of $774 million, up 22% from a year earlier, and GAAP diluted EPS of $4.98 versus $1.35, which includes a $463 million gain on the sale of Kepware and ThingWorx. The company raised its full-year fiscal 2026 revenue and EPS guidance and its board authorized a new buyback of up to $2.0 billion covering October 1, 2026 through September 30, 2028.
Q2 non-GAAP EPS was $2.69, up 50% from $1.79; non-GAAP operating margin was 53%, versus 47%.
FY26 revenue guidance was raised to $2,580 million to $2,820 million, from $2,540 million to $2,805 million.
FY26 GAAP EPS guidance was raised to $7.21 to $9.70, from $6.94 to $9.66.
The board authorized up to $2.0 billion of repurchases and set the existing authorization to expire September 30, 2026.
PTC reported first-quarter fiscal 2026 results for the quarter ended December 31, 2025, with revenue of $686 million, up from $565 million a year earlier, and GAAP diluted earnings per share of $1.39, up from $0.68. The company raised its full-year fiscal 2026 revenue and EPS guidance and said it repurchased $200 million of stock in the quarter, which supports per-share results for shareholders.
Q1 revenue was $686 million, up 21% year over year; GAAP operating margin was 32%, versus 20% a year earlier.
Non-GAAP diluted EPS was $1.92, up from $1.10; GAAP EPS included a $0.06 non-cash tax benefit.
FY26 revenue guidance was raised to $2,675 million to $2,940 million from $2,650 million to $2,915 million.
FY26 GAAP EPS guidance was raised to $4.42 to $6.93 from $4.37 to $6.87; non-GAAP EPS guidance rose to $6.69 to $9.15 from $6.49 to $8.95.
PTC announced that Jennifer DiRico, currently CFO of Commvault Systems, will become PTC's Executive Vice President and Chief Financial Officer effective January 1, 2026, succeeding Kristian Talvitie, whose last day is December 31, 2025. The company also affirmed its full fiscal 2026 and first fiscal quarter 2026 guidance given on November 5, 2025, which signals no change to its outlook.
Jennifer DiRico appointed CFO effective January 1, 2026; announced December 4, 2025 with a November 30, 2025 appointment date
DiRico's fiscal 2026 annual salary and target bonus are each $575,000, prorated; signing bonus of $255,000
Kristian Talvitie's last day as CFO is December 31, 2025; his departure is not tied to any disagreement with PTC
PTC affirmed guidance for fiscal year ending September 30, 2026 and the quarter ending December 31, 2025
PTC entered into an agreement on November 5, 2025 to sell its ThingWorx and Kepware businesses to Parrot US Buyer, L.P., an entity controlled by funds affiliated with TPG Global, for $600 million in cash plus assumed liabilities. The filing says the deal is part of portfolio simplification, and the closing depends on regulatory approvals and is not subject to a financing condition or PTC shareholder approval.
Cash purchase price of $600 million, plus assumption of certain Business liabilities and contingent consideration of up to $125 million after a later sale by the buyer.
Price is subject to adjustments for working capital, indebtedness, and a $35 million reduction if the Business does not meet certain financial metrics in the month before closing.
Closing expected on the later of February 1, 2026 and the second business day after closing conditions are met, subject to HSR Act and foreign regulatory approvals.
Either party may terminate if the deal is not completed by August 5, 2026, with that date extended to November 5, 2026 if only certain regulatory approvals remain outstanding.
PTC reported fourth-quarter fiscal 2025 revenue of $894 million, up 43% from a year earlier, and diluted EPS of $2.94 versus $1.04, both above its own Q4 guidance. For fiscal 2026 it guided to revenue of $2.65 billion to $2.915 billion and GAAP EPS of $4.37 to $6.87, versus $6.14 in fiscal 2025, with guidance including the pending divestiture of Kepware and ThingWorx.
Q4 2025 revenue $894 million, up 43% year over year; Q4 guidance was $725 million to $785 million
Q4 diluted EPS $2.94 versus $1.04; FY25 diluted EPS $6.14 versus $3.12
FY26 guidance: revenue $2.65 billion to $2.915 billion; GAAP EPS $4.37 to $6.87; guidance will be updated when the divestiture closes
Share repurchases to increase under the $2 billion authorization, with approximately $200 million expected in Q1 2026
PTC Inc. appointed James Lico, former President and CEO of Fortive Corporation, to its Board of Directors effective October 13, 2025, and to the Corporate Governance Committee. He receives standard outside director pay, including a $375,000 initial RSU grant. The appointment is a board change rather than an operating event, and the filing contains no financial results or guidance.
James Lico appointed to PTC board on October 10, 2025, effective October 13, 2025
Lico also joins the Corporate Governance Committee, with a $10,000 cash retainer, prorated
Compensation includes a $60,000 prorated annual cash retainer and about $250,000 in prorated annual RSUs
One-time initial RSU grant valued at $375,000, vesting in two installments on October 15, 2026 and 2027
PTC reported fiscal third-quarter 2025 results for the period ended June 30, 2025, with revenue of $644 million, up 24% from a year earlier, and GAAP diluted earnings per share of $1.17 compared with $0.57. The company raised its full-year fiscal 2025 guidance for revenue, earnings per share, non-GAAP earnings per share, ARR and free cash flow, and said it will continue share repurchases under a $2 billion authorization.
Q3 revenue was $644 million, up 24%; ARR was $2,416 million, up 14% as reported and 9.3% in constant currency.
FY25 revenue guidance was raised to $2,570 million to $2,630 million from $2,445 million to $2,565 million.
FY25 free cash flow guidance is about $850 million, and the company plans about $75 million of share repurchases in Q4 2025.
GAAP diluted EPS was $1.17 versus $0.57 a year earlier; non-GAAP diluted EPS was $1.64 versus $0.98.
PTC Inc. said it appointed Trac Pham, former Chief Financial Officer of Synopsys, to its Board of Directors, effective March 17, 2025, and to the Audit Committee. The filing describes a board addition with standard director pay and does not report any change in financial results or company operations.
Trac Pham appointed to the Board on March 9, 2025, effective March 17, 2025
Pham also named to the Audit Committee
Pham was CFO of Synopsys from December 2014 to December 2022
Director pay includes a $60,000 annual cash retainer and a one-time RSU grant valued at $375,000
PTC reported first-quarter fiscal 2025 revenue of $565 million, up 3% from $550 million, and GAAP EPS of $0.68 versus $0.55, while non-GAAP EPS was $1.10 versus $1.11. The company lowered its full-year fiscal 2025 revenue and EPS guidance, which matters to shareholders because the outlook for the year is now lower than previously stated.
Q1 fiscal 2025 revenue was $565 million, up 3% from $550 million; GAAP EPS was $0.68 versus $0.55 and non-GAAP EPS was $1.10 versus $1.11.
FY2025 revenue guidance was lowered to $2.43 billion to $2.53 billion from $2.505 billion to $2.605 billion.
FY2025 non-GAAP EPS guidance was lowered to $5.30 to $6.00 from $5.60 to $6.30.
Q1 operating cash flow was $238 million, up 27%, and the company repurchased $75 million of its stock.
PTC Inc. disclosed that director Janesh Moorjani resigned from its Board of Directors on November 25, 2024, and will serve through November 29, 2024. The company said the resignation was for personal reasons tied to a recent change in his employment, not a disagreement with the company.
Janesh Moorjani resigned from the PTC board on November 25, 2024.
He will continue to serve as a director through November 29, 2024.
The filing states the resignation was not due to any disagreement with the company on operations, policies, or practices.
PTC reported fourth-quarter fiscal 2024 revenue of $627 million, up from $547 million a year earlier, and GAAP diluted earnings per share of $1.04 versus $0.38. For fiscal 2025 it guided to revenue of $2.505 billion to $2.605 billion and GAAP EPS of $3.68 to $4.57. Its board also authorized repurchases of up to $2 billion of common stock through September 30, 2027, with about $300 million expected in fiscal 2025.
Q4 fiscal 2024 revenue $627 million, up 15% year over year; GAAP diluted EPS $1.04 versus $0.38
FY2025 guidance: revenue $2.505 billion to $2.605 billion; free cash flow $835 million to $850 million
Board authorized up to $2 billion of share repurchases for October 1, 2024 through September 30, 2027
About $300 million of stock repurchases expected in fiscal 2025, starting in Q1
PTC Inc. and a subsidiary amended their credit agreement with JPMorgan Chase Bank, N.A. as administrative agent. The amendment says the springing maturity date will not occur on November 16, 2024, if PTC's Available Liquidity is at least $600 million on that date, which ties the timing of the credit facility to the company's 2025 Senior Notes due February 15, 2025.
Amendment No. 1 dated October 1, 2024 modifies the Fourth Amended and Restated Credit Agreement dated January 3, 2023.
Springing maturity would not occur on November 16, 2024, if Available Liquidity is greater than or equal to $600 million on that date.
Available Liquidity is defined as cash and Cash Equivalent Investments, readily-marketable securities, and Available Revolving Commitments.
PTC's board appointed Chief Executive Officer Neil Barua to also serve as President, effective October 1, 2024. The change follows the end of Michael DiTullio's tenure as President and Chief Operating Officer on September 30, 2024. Barua's compensation arrangements remain unchanged, according to the filing.
Neil Barua, existing CEO, appointed President and CEO effective October 1, 2024
Michael DiTullio's tenure as President and Chief Operating Officer ends September 30, 2024
Barua's compensatory arrangements remain unchanged from those described in the July 26, 2023 8-K
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