PTC (PTC) Proxy filing summary

Executive summary

• Schneider agreed to acquire the business for $205 cash per share; the Board unanimously approved the merger agreement and recommends votes FOR both proposals. The deal is expected by Q3 2027, subject to conditions.

• The $205 offer is a 42.3% premium to the October 2, 2026 closing price of $144.03; Evercore opined that the consideration was fair to shareholders from a financial point of view.

• If completed, the merger makes the surviving corporation a wholly owned Schneider subsidiary; shares will be delisted from Nasdaq and deregistered under the Exchange Act.

Voting matters and shareholder proposals

• Shareholders will vote on merger approval and a non-binding advisory vote on merger-related executive compensation; the Board recommends FOR both.

• Merger approval requires a majority of all outstanding shares entitled to vote; the compensation proposal requires a majority of shares present or represented and voting, with a quorum.

• The virtual special meeting date and record date remain placeholders; shareholders can vote online, by phone, mail or virtual ballot. Proposals are non-routine, so brokers lack discretionary voting authority.

Board of directors and corporate governance

• On October 4, 2026, the Board unanimously found the deal advisable, fair and in shareholders’ best interests, adopted the merger agreement and recommended approval.

• The Board cited the 42.3% premium, all-cash certainty, negotiation-driven price increases and Evercore’s fairness opinion; it viewed $205 as Schneider’s highest available price.

• Negotiations progressed from Schneider’s $190 proposal on September 8 to $200 on September 17 and $205 on September 19; the Board did not conduct a broad market check but preserved a fiduciary out.