PTC sells ThingWorx & Kepware to TPG affiliate for $600M cash plus up to $125M contingent

PTC INC.

$600M base cash purchase price at closing, subject to working capital and other adjustments; up to $125M additional contingent consideration.
Deal includes sale of ThingWorx and Kepware businesses; closing expected by Feb 1, 2026, subject to HSR and foreign regulatory approvals.
No shareholder approval or financing condition required; outside date extends to Nov 5, 2026 if regulatory approvals pending.
PTC agrees to a three-year non-compete on specified competitive businesses and customary indemnification provisions.
Transaction is not subject to financing condition; TPG affiliate provides equity commitment letter.

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