{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-008260","form_type":"8-K","ticker":null,"cik":"0001897982","company_name":"Aspen Technology, Inc.","filed_at":"2025-03-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:05.519576+00:00","generated_at":"2026-05-24T22:46:21.283064+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.03","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Emerson completes acquisition of Aspen Technology for $265/share; shares delisted","bullets":["Tender offer expired March 11, 2025 with 19,479,909 shares (~72%) validly tendered and accepted.","Merger effective March 12, 2025; Aspen Tech became wholly owned subsidiary of Emerson Electric.","Each remaining share converted into right to receive $265.00 cash, no interest, subject to withholding.","Stock options and RSUs cancelled or converted per Merger Agreement; equity awards for continuing employees assumed by Parent.","All prior directors and officers replaced; new board and officers from Emerson appointed."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-008260","json":"https://secwatch.observer/filing/0001140361-25-008260.json","markdown":"https://secwatch.observer/filing/0001140361-25-008260.md","text":"https://secwatch.observer/filing/0001140361-25-008260.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/ny20045136x4_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-24T22:46:21.283064+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"007c4cc74c","claim":"Karen M. Golz resigned as Director at Aspen Technology, Inc..","evidence_excerpt":"As of the Effective Time, Antonio J. Pietri, Robert M. Whelan, Jr., Patrick M. Antkowiak, Thomas F. Bogan, Karen M. Golz, David J. Henshall, Ram R. Krishnan and Arlen R. Shenkman each ceased to be directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"08a083fb75","claim":"Robert M. Whelan, Jr. resigned as Director at Aspen Technology, Inc..","evidence_excerpt":"As of the Effective Time, Antonio J. Pietri, Robert M. Whelan, Jr., Patrick M. Antkowiak, Thomas F. Bogan, Karen M. Golz, David J. Henshall, Ram R. Krishnan and Arlen R. Shenkman each ceased to be directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3784318e6a","claim":"Thomas F. Bogan resigned as Director at Aspen Technology, Inc..","evidence_excerpt":"As of the Effective Time, Antonio J. Pietri, Robert M. Whelan, Jr., Patrick M. Antkowiak, Thomas F. Bogan, Karen M. Golz, David J. Henshall, Ram R. Krishnan and Arlen R. Shenkman each ceased to be directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3fe12b15b7","claim":"Christopher J. Cassulo was appointed as Assistant Treasurer at Aspen Technology, Inc..","evidence_excerpt":"In accordance with the terms of the Merger Agreement, each officer of Purchaser at the Effective Time became an officer of the Surviving Corporation effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Vincent M. Servello as President, James H. Thomasson as Vice President and Treasurer, John A. Sperino as Vice President and Secretary and Christopher J. Cassulo as Assistant Treasurer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Assistant Treasurer"}],"fact_type":"executive_change"},{"claim_id":"407af147fe","claim":"Ram R. Krishnan resigned as Director at Aspen Technology, Inc..","evidence_excerpt":"As of the Effective Time, Antonio J. Pietri, Robert M. Whelan, Jr., Patrick M. Antkowiak, Thomas F. Bogan, Karen M. Golz, David J. Henshall, Ram R. Krishnan and Arlen R. Shenkman each ceased to be directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4805d7ca05","claim":"Antonio J. Pietri resigned as Director at Aspen Technology, Inc..","evidence_excerpt":"As of the Effective Time, Antonio J. Pietri, Robert M. Whelan, Jr., Patrick M. Antkowiak, Thomas F. Bogan, Karen M. Golz, David J. Henshall, Ram R. Krishnan and Arlen R. Shenkman each ceased to be directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"56f08921da","claim":"Vincent M. Servello was appointed as Director at Aspen Technology, Inc..","evidence_excerpt":"Upon the Effective Time, the Company became a wholly owned subsidiary of Parent. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the Merger Agreement, as of the Effective Time, the directors of Purchaser at the Effective Time became the directors of the Surviving Corporation. The directors of Purchaser at the Effective Time were Vincent M. Servello, James H. Thomasson and John A. Sperino.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"63541a77cd","claim":"Arlen R. Shenkman resigned as Director at Aspen Technology, Inc..","evidence_excerpt":"As of the Effective Time, Antonio J. Pietri, Robert M. Whelan, Jr., Patrick M. Antkowiak, Thomas F. Bogan, Karen M. Golz, David J. Henshall, Ram R. Krishnan and Arlen R. Shenkman each ceased to be directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"713dc102a5","claim":"John A. Sperino was appointed as Vice President and Secretary at Aspen Technology, Inc..","evidence_excerpt":"In accordance with the terms of the Merger Agreement, each officer of Purchaser at the Effective Time became an officer of the Surviving Corporation effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Vincent M. Servello as President, James H. Thomasson as Vice President and Treasurer, John A. Sperino as Vice President and Secretary and Christopher J. Cassulo as Assistant Treasurer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Vice President and Secretary"}],"fact_type":"executive_change"},{"claim_id":"9321db40cf","claim":"James H. Thomasson was appointed as Vice President and Treasurer at Aspen Technology, Inc..","evidence_excerpt":"In accordance with the terms of the Merger Agreement, each officer of Purchaser at the Effective Time became an officer of the Surviving Corporation effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Vincent M. Servello as President, James H. Thomasson as Vice President and Treasurer, John A. Sperino as Vice President and Secretary and Christopher J. Cassulo as Assistant Treasurer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Vice President and Treasurer"}],"fact_type":"executive_change"},{"claim_id":"ad108c4be4","claim":"James H. Thomasson was appointed as Director at Aspen Technology, Inc..","evidence_excerpt":"Upon the Effective Time, the Company became a wholly owned subsidiary of Parent. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the Merger Agreement, as of the Effective Time, the directors of Purchaser at the Effective Time became the directors of the Surviving Corporation. The directors of Purchaser at the Effective Time were Vincent M. Servello, James H. Thomasson and John A. Sperino.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"b44c5a0f97","claim":"David J. Henshall resigned as Director at Aspen Technology, Inc..","evidence_excerpt":"As of the Effective Time, Antonio J. Pietri, Robert M. Whelan, Jr., Patrick M. Antkowiak, Thomas F. Bogan, Karen M. Golz, David J. Henshall, Ram R. Krishnan and Arlen R. Shenkman each ceased to be directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c0e90f91e7","claim":"Patrick M. Antkowiak resigned as Director at Aspen Technology, Inc..","evidence_excerpt":"As of the Effective Time, Antonio J. Pietri, Robert M. Whelan, Jr., Patrick M. Antkowiak, Thomas F. Bogan, Karen M. Golz, David J. Henshall, Ram R. Krishnan and Arlen R. Shenkman each ceased to be directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c4dd38a365","claim":"John A. Sperino was appointed as Director at Aspen Technology, Inc..","evidence_excerpt":"Upon the Effective Time, the Company became a wholly owned subsidiary of Parent. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the Merger Agreement, as of the Effective Time, the directors of Purchaser at the Effective Time became the directors of the Surviving Corporation. The directors of Purchaser at the Effective Time were Vincent M. Servello, James H. Thomasson and John A. Sperino.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"dbfc2eab36","claim":"Vincent M. Servello was appointed as President at Aspen Technology, Inc..","evidence_excerpt":"In accordance with the terms of the Merger Agreement, each officer of Purchaser at the Effective Time became an officer of the Surviving Corporation effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Vincent M. Servello as President, James H. Thomasson as Vice President and Treasurer, John A. Sperino as Vice President and Secretary and Christopher J. Cassulo as Assistant Treasurer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President"}],"fact_type":"executive_change"},{"claim_id":"124eb20ad483468e4cd43f8e69caeed327fd91e1","claim":"Aspen Technology, Inc.: Amended and restated the certificate of incorporation in its entirety pursuant to the Merger Agreement.","evidence_excerpt":"the Company’s amended and restated certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as set forth on Exhibit A to the Merger Agreement (the “ Amended and Restated Certificate of Incorporation ”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"1d122d141fa3efd979c5fe98e537f3434c9b05aa","claim":"Aspen Technology, Inc.: Amended and restated the bylaws in their entirety pursuant to the Merger Agreement.","evidence_excerpt":"the Company’s amended and restated bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety as set forth on Exhibit B to the Merger Agreement (the “ Amended and Restated Bylaws ”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"ed807e3e34fe1029293e24253230ab4d90fb2d54","claim":"Aspen Technology, Inc. underwent a change of control involving Emerson Electric Co. for $265.00 per share (closed 2025-03-12).","evidence_excerpt":"a cash tender offer (the “ Offer ”) to purchase all of the outstanding shares of common stock of the Company, par value $0.0001 per share (the “ Shares ”), at a price of $265.00 per share (the “ Offer Price ”), net to the seller in cash, without interest, and subject to any withholding of taxes, upon the terms and subject to the conditions set forth in","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Emerson Electric Co."},{"label":"Consideration","value":"$265.00 per share"},{"label":"Closing","value":"2025-03-12"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}