Schneider Electric agreed to buy PTC. What the months before close decide for the people who built it.

• Announced October 5, 2026 by Schneider Electric and PTC. The merger agreement is dated October 4, 2026, a Sunday. The joint press release says the boards of both companies approved the transaction unanimously.
• Consideration is all cash, $205 for each share of PTC common stock, without interest (Section 1.5(a)(ii) of the merger agreement) and subject to any tax withholding that applies (Section 1.7(h)). The joint press release values PTC’s equity at approximately $22.6 billion, which it says implies a $23.7 billion enterprise value.
• Expected close, as the companies stated at announcement, by Q3 2027, subject to customary closing conditions, including approval by PTC’s shareholders holding at least a majority of outstanding shares at a special meeting and required regulatory approvals. PTC’s employee FAQ, released with the announcement, and its preliminary proxy statement, dated November 3, 2026, give that as the third quarter of calendar year 2027, the quarter that ends September 30, 2027.
• The vote needs a majority of the outstanding shares of PTC common stock (Section 6.1(a)). PTC’s preliminary proxy statement, dated November 3, 2026, says the vote is at a virtual special meeting. SEC rules generally require the definitive proxy statement to state the meeting date and record date, and PTC said in its Form 8-K that the definitive proxy statement, if and when available, will be mailed to its shareholders. Under the merger agreement, PTC sets the record date in consultation with Schneider Electric and is to hold the meeting no later than 45 days after the definitive proxy statement is first mailed, though the meeting can be postponed or adjourned in limited cases (Section 5.2).
• The regulatory conditions include the end of the waiting period under the Hart-Scott-Rodino Act, approval by the Committee on Foreign Investment in the United States, and the end of waiting periods and receipt of approvals under antitrust and foreign investment laws in jurisdictions the agreement lists in a disclosure letter (Section 6.1(b) through (d)). The preliminary proxy statement names clearance by the European Commission, under the EU merger rules and the EU rules on foreign subsidies, among them, and says the parties had filed a voluntary draft CFIUS notice by its November 3, 2026 date.
• The merger agreement says Schneider Electric and PTC each generally have the right to end the agreement if the merger has not closed by April 4, 2027, a Sunday. If any antitrust, CFIUS or foreign investment condition is still open at that time, the date extends automatically by three months, and the same way twice more, to as late as nine months after April 4, 2027 (Section 7.1(b)).
• Closing takes place on a date Schneider Electric and PTC designate together, no later than the fifth business day after the last closing condition is met or waived, unless they agree in writing on another date (Section 1.3). If the merger closes, PTC survives as a wholly owned subsidiary of Schneider Electric, and PTC common stock is delisted from Nasdaq and deregistered.
• Unvested RSUs become cash awards at $205 for each share, plus any accrued but unpaid dividend equivalents, paid on the original vesting dates as long as you keep working for Schneider Electric or one of its affiliates, which after close include PTC itself, unless your award no longer requires continued service to keep vesting. RSUs held by PTC board members who are not employees, and RSUs that have vested but are not yet settled, are paid in cash soon after close instead (Section 5.3(a) and (b)).
• After close, if Schneider Electric or an affiliate ends your employment without cause, or you leave for good reason, before a vesting date, the cash award vests and pays in full. Cause and good reason take their meanings from your own award, employment or severance agreement if it defines them, and otherwise from PTC’s disclosure letter to the merger agreement (Section 5.3(b) and (d)).
• PSUs count at the maximum performance level, which the preliminary proxy statement puts at 200% of target, and become the same cash awards with the performance conditions removed (Section 5.3(b) and (c)(i)). The exception is PSUs granted after the agreement was signed and before close that carry ARR goals. The proxy statement says those stay subject to their goals, measured each year over a three year performance period based on actual results, and vest at target if Schneider Electric or an affiliate ends your employment without cause or you leave for good reason before that period ends.
• Cash for the RSUs that are cashed out at close is due within ten business days after close. Each cash award is paid through payroll no later than the second regularly scheduled payroll after its vesting date. A payment that would trigger a tax or penalty under Section 409A is instead made on the earliest date it would not (Section 5.3(a) and (c)).
• The ESPP offering period that was running when the agreement was signed, August 1, 2026 through January 31, 2027 according to PTC’s employee FAQ, is the final one, and no new period starts after it. No one new may join it and no participant may raise payroll deductions. The FAQ says that if the period ends before closing, the purchase happens on the normal date with the normal discount. If closing comes first, the period ends no later than five business days before the closing date, with the share purchase no later than two business days before the closing date. Unused payroll deductions are refunded, the plan ends at close, and ESPP shares you still hold then are converted into $205 in cash, subject to any applicable withholding (Section 5.4).
• PTC’s ESPP plan document says the plan is intended to qualify under Section 423 of the tax code. PTC’s Form 10-K for fiscal 2025 describes six month offering periods, contributions of up to 10% of base salary, and a purchase price of 85% of the lower of the share price on the first and last trading days of the period.
• The agreement’s award terms cover RSUs, PSUs and the ESPP (Sections 5.3 and 5.4). They do not mention stock options, and the award activity in PTC’s Form 10-K for fiscal 2025 is in RSUs, with no options reported.
• For one year after close, Schneider Electric agreed to give continuing employees total target cash compensation, meaning base salary or wage rate plus target annual cash incentive opportunity, no less favorable than before close, retirement and health and welfare benefits substantially comparable in the aggregate, and, for anyone let go in that year, severance no less favorable than what PTC’s severance plans in effect at signing, as listed in its disclosure letter, would have provided. The agreement says this gives no one a right to continued employment, and that employees are not third party beneficiaries who could enforce these terms themselves (Sections 5.5 and 8.8).
• In an employee FAQ released with the October 5, 2026 announcement and filed with the SEC, PTC told employees that if you leave voluntarily, before or after close, your unvested equity is forfeited, that your equity continues to vest as scheduled, that PTC’s trading windows remain in effect for as long as it is an independent public company, and that if your role is eliminated because of the acquisition you will be eligible for severance.

Sources. Schneider Electric and PTC joint press release, October 5, 2026, PTC’s Form 8-K filed the same day with the merger agreement dated October 4, 2026 as Exhibit 2.1, PTC’s employee FAQ, released with the October 5, 2026 announcement and filed with the SEC, PTC’s preliminary proxy statement, dated November 3, 2026, PTC’s 2016 Employee Stock Purchase Plan, as amended through February 16, 2023, filed with its Form 8-K of February 21, 2023, and PTC’s Form 10-K for the fiscal year ended September 30, 2025. BFA Wealth Management isn’t affiliated with Schneider Electric or PTC. The terms and dates above come from the announcement and filings named here, as of the date the facts were checked. They can change before close, so confirm the treatment of your own awards with HR before you act.

In an all cash deal, the price is paid in cash, not stock. At close, each PTC share you own becomes $205 in cash. That is generally a taxable sale, and the gain on shares held more than a year is generally long term. For ESPP shares, part of the gain can be taxed as ordinary income, even when both Section 423 holding periods have passed. RSUs that have vested but are not yet settled are paid in cash soon after close too, and that cash is taxed as pay. Federal withholding on it can be a flat 22%, with 37% required on supplemental pay above $1 million in a year, and that may be less than you owe. The guide for this part is Before Your Company Is Sold for Cash.

Unvested RSUs and PSUs held by employees don’t pay at close. They become cash awards at $205 for each share, paid on the original vesting dates as long as you keep working for Schneider Electric or an affiliate, and leaving on your own generally forfeits what hasn’t vested, unless your award no longer requires service to keep vesting. So what was a stock grant becomes a fixed dollar amount landing on a schedule, taxed as pay in the year each piece arrives. PSUs granted after signing with ARR goals are the exception, since what they pay still depends on results. After close, if Schneider Electric or an affiliate lets you go without cause, or you leave for good reason, the whole award generally vests and is paid, with those ARR PSUs at target, which can put several years of vesting into one tax year. Before close, your own award, offer letter or severance plan decides what happens if you are let go or leave for good reason.

The ESPP offering period that was running when the agreement was signed is its last. If close comes before a lot meets both holding periods, the cash out is generally a disqualifying disposition, with part of the value taxed as ordinary income. Shares from the final offering period, which began August 1, 2026, cannot pass the two year holding period until after August 1, 2028. PTC also told employees its trading windows remain in effect while it is an independent public company. Any sale before close generally has to fit inside them. Selling in a window before close and holding until close can land in different tax years, and whether a gain is long term depends on when each lot was bought. The cash for your shares counts in the year of close. Each cash award counts in the year it is paid, which can be years later.

The day after close, you hold no PTC stock. What you have is cash from your shares, with a tax bill attached, and a schedule of cash awards that depends on staying. That is the part worth planning before close.

1. Which of my grants are paid in cash at close and which become cash awards paid on my old vesting dates, and will HR confirm that for each grant in writing?
2. For my PSUs, which grants count at the maximum level, do any of my grants made after the agreement was signed still carry ARR goals, and how is each year’s result measured?
3. How are cause and good reason defined for my cash awards, in my own agreement or in the disclosure letter the merger agreement points to, can I see the definition that applies to me, and what notice steps does good reason require?
4. If I am let go before close, does my offer letter, a severance plan or my award agreement speed up vesting, and what dates does that protection cover?
5. If my role is eliminated after close, what severance applies during the first year, and does my cash award pay in full whenever that happens before its last vesting date?
6. Will my annual refresh or promotion grant still be made before close, in what form, and will it become a cash award the same way?
7. If I stay through each vesting date, what will each cash award pay after tax, and what is that money for, decided before it arrives?
8. Could the golden parachute rules (Section 280G) reach me as an officer, a more than 1% owner or one of the highest paid 1% of employees, and would my deal payments reach three times my base amount, where a 20% excise tax can apply?
9. If I hold ESPP shares, will each lot have met the Section 423 holding periods, more than two years from its offering date and more than one year from purchase, when close cashes it out? How is the discount taxed on each lot?
10. What will withholding look like on the cash at close and on each cash award as it pays, and is a flat 22% federal rate, or 37% on supplemental pay above $1 million in a year, enough for my actual bracket?
11. Should I sell PTC shares I own in an open trading window before close or hold them until close, and how does each choice change the tax year and whether my gain is long term?
12. What happens to my awards and the ESPP if the deal does not close, and what would I do then?

Nobody at your company is paid to answer these for you. HR will tell you the mechanics. Your CPA will handle the return. The person who puts it all on one page, in the order it matters, is usually missing. That is the gap we fill.