--- 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" generated_at: "2026-05-24T22:46:21.283064+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Emerson completes acquisition of Aspen Technology for $265/share; shares delisted ## Summary - 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. ## SEC filing metadata - accession: 0001140361-25-008260 - form_type: 8-K - cik: 0001897982 - company_name: Aspen Technology, Inc. - filed_at: 2025-03-12T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-25-008260 - JSON: https://secwatch.observer/filing/0001140361-25-008260.json - Plain text: https://secwatch.observer/filing/0001140361-25-008260.txt ## Key facts - Executive change Karen M. Golz resigned as Director at Aspen Technology, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Executive change Robert M. Whelan, Jr. resigned as Director at Aspen Technology, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Executive change Thomas F. Bogan resigned as Director at Aspen Technology, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Executive change Christopher J. Cassulo was appointed as Assistant Treasurer at Aspen Technology, Inc.. - Action: appointed - Role: Assistant Treasurer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Executive change Ram R. Krishnan resigned as Director at Aspen Technology, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Executive change Antonio J. Pietri resigned as Director at Aspen Technology, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Executive change Vincent M. Servello was appointed as Director at Aspen Technology, Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Executive change Arlen R. Shenkman resigned as Director at Aspen Technology, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Executive change John A. Sperino was appointed as Vice President and Secretary at Aspen Technology, Inc.. - Action: appointed - Role: Vice President and Secretary source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Executive change James H. Thomasson was appointed as Vice President and Treasurer at Aspen Technology, Inc.. - Action: appointed - Role: Vice President and Treasurer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Executive change James H. Thomasson was appointed as Director at Aspen Technology, Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Executive change David J. Henshall resigned as Director at Aspen Technology, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Executive change Patrick M. Antkowiak resigned as Director at Aspen Technology, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Executive change John A. Sperino was appointed as Director at Aspen Technology, Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Executive change Vincent M. Servello was appointed as President at Aspen Technology, Inc.. - Action: appointed - Role: President source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Governance Changes Aspen Technology, Inc.: Amended and restated the certificate of incorporation in its entirety pursuant to the Merger Agreement. - Change: charter amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - Governance Changes Aspen Technology, Inc.: Amended and restated the bylaws in their entirety pursuant to the Merger Agreement. - Change: bylaw amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm - M&A Transactions Aspen Technology, Inc. underwent a change of control involving Emerson Electric Co. for $265.00 per share (closed 2025-03-12). - Action: change of control - Counterparty: Emerson Electric Co. - Consideration: $265.00 per share - Closing: 2025-03-12 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897982/000114036125008260/0001140361-25-008260-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.