PTC Completes Sale of Kepware and ThingWorx to TPG

Author photo: Craig Resnick
ByCraig Resnick
Category:
Acquisition or Partnership

The divestiture supports PTC’s focus on its core product lifecycle strategy while enabling capital reallocation

PTC announced it has completed the sale of its Kepware industrial connectivity and ThingWorx Internet of Things businesses to TPG, a global alternative asset management firm. The divestiture enables PTC to increase its focus on its Intelligent Product Lifecycle strategy.

PTC received cash proceeds of $523 million upon closing, with net after-tax proceeds of approximately $375 million after accounting for divestiture-related costs and taxes. The company plans to use these 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.

The company has updated its FY’26 financial guidance to reflect the impact of the divestiture, with no additional changes beyond those previously provided. The updated outlook includes approximately $150 million in divestiture-related outflows, primarily related to costs and taxes, which are not expected to recur in future years.

For Q2’26, PTC expects operating cash flow in the range of $315 million to $320 million and free cash flow in the range of $310 million to $315 million, with limited impact from divestiture-related costs. The company also expects operating expenses to remain relatively stable, with divestiture-related impacts offset by lower costs and transition-related income.

PTC plans to return capital to shareholders through share repurchases, including approximately $250 million in Q2’26. In total, the company expects to repurchase between approximately $1.125 billion and $1.325 billion of shares in FY’26.

The divestiture reflects a broader shift toward simplifying the company’s portfolio and concentrating on core product lifecycle platforms, aligning investment priorities with long-term strategy.

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