- Divestiture of Kepware Industrial Connectivity and ThingWorx IoT businesses enables PTC to increase focus on Intelligent Product Lifecycle vision
- Updating post-divestiture financial guidance for FY’26 and Q2’26
- Net after-tax proceeds from the divestiture will be used for share repurchases; Announcing $375 million accelerated share repurchase program
BOSTON, March 16, 2026 /PRNewswire/ — PTC (NASDAQ:PTC) today announced it has completed the previously announced sale of the company’s Kepware® industrial connectivity and ThingWorx® Internet of Things (IoT) businesses to TPG, a leading global alternative asset management firm.
“We are pleased to complete the divestiture of our Kepware and ThingWorx businesses as we increase our focus on our Intelligent Product Lifecycle vision,” said Neil Barua, President and CEO, PTC. “We want to thank the teams moving over for their years of service, and we wish them well moving forward.”
Financial Details
PTC received cash proceeds of $523 million upon closing (previously estimated at $525 million), reflecting closing adjustments of $42 million related to working capital and indebtedness (previously estimated at $40 million). Net after-tax transaction proceeds will be approximately $375 million (previously estimated at approximately $365 million), after the payment of divestiture-related costs of approximately $40 million (previously estimated at approximately $35 million) and cash taxes related to the divestiture of approximately $110 million (previously estimated at approximately $125 million).
PTC will use the net after-tax proceeds for share repurchases and intends to enter into a $375 million accelerated share repurchase agreement in Q2’26, with final settlement expected in Q3’26.
As expected, we are updating our guidance for cash flow, revenue, and EPS to account for the divestiture. There are no additional changes to our previous guidance provided on February 4, 2026.
Full Fiscal Year 2026 and Second Fiscal Quarter Guidance
|
$ in millions, except per share amounts |
FY’26 |
FY’26 Guidance |
Q2’26 |
Q2’26 Guidance |
|
|
Constant currency ARR excluding Kepware |
7.5% to 9.5% growth |
7.5% to 9.5% growth |
8% to 8.5% growth |
8% to 8.5% growth |
|
|
Operating cash flow |
~$1,030 |
~$880 |
$315 to $320 |
$315 to $320 |
|
|
Free cash flow2 |
~$1,000 |
~$8504 |
$310 to $315 |
$310 to $315 |
|
|
Revenue |
$2,675 to $2,940 |
$2,540 to $2,805 |
$710 to $770 |
$685 to $745 |
|
|
Earnings per share |
$4.42 to $6.93 |
$6.94 to $9.66 |
$1.25 to $1.87 |
$4.09 to $4.74 |
|
|
Non-GAAP earnings per share2 |
$6.69 to $9.15 |
$6.36 to $8.84 |
$1.93 to $2.54 |
$1.87 to $2.47 |
|
1 |
On a constant currency basis, using our FY’26 Plan foreign exchange rates (rates as of September 30, 2025) for all periods. |
|
2 |
Refer to the GAAP to non-GAAP reconciliation tables on page 2. |
|
3 |
Updated guidance for cash flow, revenue, and EPS reflects the effect of the Kepware and ThingWorx divestiture. FY’26 cash flow guidance includes approximately $150 million of divestiture-related outflows, which are not expected to recur in future years. This amount is comprised of approximately $40 million of divestiture-related costs and approximately $110 million of divestiture-related cash taxes. Q2’26 cash flow guidance includes approximately $5 million of divestiture-related costs. FY’26 and Q2’26 GAAP EPS guidance includes approximately $145 million and $135 million, respectively, of divestiture-related expenses and taxes. FY’26 and Q2’26 GAAP EPS guidance also includes a $464 million gain on the sale of our Kepware and ThingWorx businesses. |
|
4 |
FY’26 free cash flow guidance includes approximately $20 million of capital expenditures which are not expected to recur in future years, related to moving a major R&D center to a new office. |
Reconciliation of FY’26 Operating Cash Flow Guidance Including Kepware and ThingWorx to FY’26 Operating Cash Flow Guidance Excluding Kepware and ThingWorx
|
$ in millions |
FY’26 Operating |