You are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of PTC Inc. (“PTC” or the “Company”) to be held on [   ], 2026, at [  ], Eastern Time online at www.virtualshareholdermeeting.com/PTC2026SM.

At the Special Meeting, you will be asked to consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of October 4, 2026 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Schneider Electric SE (“Schneider”), Grand Slam Merger Sub, Inc., a wholly owned subsidiary of Schneider (“Merger Sub”), and PTC, pursuant to which Merger Sub will merge with and into PTC (the “Merger”), with PTC surviving the Merger as a wholly owned subsidiary of Schneider (the “Merger Proposal”). You will also be asked to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by PTC to its named executive officers in connection with the Merger (the “Merger-Related Compensation Proposal”).

If the Merger contemplated by the Merger Agreement is completed, you will be entitled to receive $205 in cash, without interest, for each share of common stock of PTC, par value $0.01 per share (“Company common stock”), that you own as of immediately prior to the effective time of the Merger.

On October 4, 2026, the board of directors of PTC (the “Board”) reviewed and considered the terms and conditions of the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement. After considering various factors, including those described in the accompanying proxy statement (the “proxy statement”), and after consultation with the Company’s legal and financial advisors, the Board unanimously (i) determined that it was fair to and in the best interests of the Company and its shareholders, and declared it advisable, to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement, including the Merger, on the terms set forth in the Merger Agreement; (ii) approved and adopted the Merger Agreement; and (iii) recommended that Company shareholders approve the Merger Agreement at the Special Meeting.

The Board recommends that you vote (i) “FOR” the Merger Proposal and (ii) “FOR” the Merger-Related Compensation Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement, the Merger, the Merger Proposal and the Merger-Related Compensation Proposal. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Merger. You are encouraged to read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about PTC from documents we file with the United States Securities and Exchange Commission (the “SEC”) from time to time.

We appreciate you taking the time to vote promptly and encourage you to do so electronically. After reading the proxy statement, please vote at your earliest convenience by voting over the Internet using the Internet address on the proxy card or by voting by telephone using the toll-free number on the proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting.

If your shares of Company common stock are registered directly in your name, you are considered the shareholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank or other nominee, then the broker, bank, trust or other nominee is considered to be the shareholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares

directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the methods described above. Each of the proposals to be presented at the Special Meeting is a “non-routine matter.” Therefore, your broker, bank, trust or other nominee does not have discretionary authority to vote your shares on the proposals. As a result, there will not be any broker non-votes at the Special Meeting.

If your shares of Company common stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with the proxy statement. If you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposal, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting and will be voted as instructed with respect to the proposal as to which instructions were given and will not be voted with respect to the other proposal. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the proposals by following the instructions provided on the enclosed voting instruction form to provide your instructions over the Internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided. We encourage you to vote electronically.

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of a majority of the outstanding shares of Company common stock entitled to vote thereon, provided a quorum is present. In addition, the Merger Agreement makes the approval by the shareholders of PTC (“Company shareholders”) of the Merger Proposal a condition to the parties’ obligations to consummate the Merger. The failure of any shareholder of record to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card or to vote by virtual ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal, will not have any effect on the Merger-Related Compensation Proposal and will cause such shareholder’s shares to not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Abstentions will be considered present for the purposes of establishing a quorum and will have the same effect as votes “AGAINST” the Merger Proposal and will have no effect on the Merger-Related Compensation Proposal. Because each of the proposals presented to Company shareholders will be considered a “non-routine matter”, there will not be any broker non-votes at the Special Meeting. Broker non-votes (if any) will be considered present for the purposes of establishing a quorum and will have the same effect as votes “AGAINST” the Merger Proposal and will have no effect on the Merger-Related Compensation Proposal.

The Special Meeting will be held virtually, and you will be able to attend the meeting and vote via the Internet at www.virtualshareholdermeeting.com/PTC2026SM by using the 16-digit control number included in your proxy materials. You will not be able to attend the Special Meeting in person.

If you have any questions about the proxy statement, the Special Meeting, the Merger Agreement or the Merger or need assistance with voting procedures, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling (877) 750-8226 (TOLL-FREE from the United States and Canada) or +1 (412) 232-3651 (from other locations).

On behalf of the Board, I thank you for your support and appreciate your consideration of these matters.

You are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of PTC Inc. (“PTC” or the “Company”) to be held on [    ], 2026, at [  ], Eastern Time online at www.virtualshareholdermeeting.com/PTC2026SM.

The Special Meeting will be held for the following purposes:

The affirmative vote of a majority of the outstanding shares of Company common stock, par value $0.01 per share (“Company common stock”), entitled to vote thereon is required to approve the Merger Proposal. The affirmative vote of a majority of the shares of Company common stock present at the Special Meeting or represented by proxy and voting on the Merger-Related Compensation Proposal, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the Merger-Related Compensation Proposal. The failure of any shareholder of record to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card or to vote by virtual ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal, will not have any effect on the Merger-Related Compensation Proposal and will cause such shareholder’s shares to not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Abstentions will be considered present for the purposes of establishing a quorum and will have the same effect as votes “AGAINST” the Merger Proposal and will have no effect on the Merger-Related Compensation Proposal. Because each of the proposals presented to Company shareholders will be considered a “non-routine matter”, there will not be any broker non-votes at the Special Meeting. Broker non-votes (if any) will be considered present for the purposes of establishing a quorum and will have the same effect as votes “AGAINST” the Merger Proposal and will have no effect on the Merger-Related Compensation Proposal.

Only Company shareholders of record as of the close of business on [     ], 2026 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. Company shareholders may also contact the Company’s Investor Relations to inspect the list of shareholders of record entitled to vote at the Special Meeting for any legally valid purpose beginning two business days after the date of the proxy statement. Such list will also be available for inspection at the Special Meeting to participating shareholders of record.

The Company has concluded that, under Part 13 of the Massachusetts Business Corporation Act (the “MBCA”), shareholders may be entitled to appraisal rights with respect to the Merger Proposal which would entitle them to receive the “fair value” of their shares in cash in accordance with the MBCA. To assert appraisal rights, a shareholder must (i) deliver, before the vote is taken on the Merger Proposal, written notice of the shareholder’s intent to demand payment, (ii) not vote, or permit to be voted, the shareholder’s shares in favor of the Merger Proposal and (iii) comply with the requirements of the MBCA. Perfection of appraisal rights is complex. The procedures for exercising appraisal rights are described in the section of this proxy statement captioned “Appraisal Rights.” The full text of Part 13 of the MBCA is attached to this proxy statement as Annex C.

The board of directors of PTC (the “Board”) recommends that you vote “FOR” the Merger Proposal and “FOR” the Merger-Related Compensation Proposal. In considering the recommendation of the Board, Company shareholders should be aware that the Company’s executive officers and members of the Board may have agreements and arrangements in place that provide them with interests in the Merger that may be different from, or in addition to, those of the holders of shares of Company common stock generally. See the section entitled “The Merger—Interests of the Directors and Executive Officers of PTC in the Merger” beginning on page 50 of the proxy statement.

Your vote is important. Whether or not you expect to attend the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card, or to submit your vote by Internet or telephone, at your earliest convenience. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on the proposals, including the Merger Proposal, without your instructions. Instructions for voting your shares are included on the enclosed proxy card or the voting instruction form you will receive. If you are a record holder and you send in your proxy and then decide to attend the Special Meeting to vote your shares, you may still do so. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the Special Meeting.

Your vote is extremely important. Whether or not you plan to virtually attend the Special Meeting and regardless of the number of shares you own, we urge you to vote promptly “FOR” each of the proposals.

If you have any questions about submitting your proxy card or otherwise require assistance, please contact:

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a Company shareholder. You are encouraged to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement. You may obtain the information referenced in this proxy statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 107 of this proxy statement.

This proxy statement, and the documents to which PTC refers you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by PTC or on its behalf contain “forward-looking statements” within the meaning of the federal securities laws, including but not limited to, those statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger. In many cases, Company shareholders can identify forward-looking statements by terminology, such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of such terms and other comparable terminology. There may also be other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Company shareholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are difficult to predict and are generally outside the Company’s and Schneider’s control, that could cause actual performance or results to differ materially from those expressed in, or implied or projected by, the forward-looking statements.

Such risks and uncertainties include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring the Company to pay Schneider the Company termination fee; the failure to obtain applicable regulatory or the Company’s shareholder approval in a timely manner or otherwise; the risk that the Merger may not close in the anticipated timeframe or at all due to one or more of the other closing conditions to the transaction not being satisfied or waived; the risk that there may be unexpected costs, charges or expenses resulting from the Merger; risks that the Merger disrupts the Company’s current plans and operations; the risk that certain restrictions during the pendency of the Merger may impact the Company’s ability to pursue certain business opportunities or strategic transactions; risks related to disruption of management’s time and attention from ongoing business operations due to the Merger; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Company common stock, credit ratings or operating results; the risk that the Merger and its announcement could have an adverse effect on the Company’s ability to retain and hire key personnel, retain customers and maintain relationships with its business partners, suppliers and customers; and the risk of litigation that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers and/or regulatory actions related to the Merger. In addition, the macroeconomic and/or global manufacturing climates may not improve or may deteriorate due to, among other factors, the effects of import tariffs, threats of additional and reciprocal import tariffs, global trade and geopolitical tensions and uncertainty, including the recent military conflict in Iran, volatile foreign exchange rates, high interest rates or increases in interest rates, inflation, and tightening of credit standards and availability, any of which could cause customers to delay or reduce purchases of new software, adopt competing software solutions, reduce the number of subscriptions they carry, or delay payments to us, which would adversely affect the Company’s ARR and/or financial results and cash flow and growth; the Company’s investments in its software solutions, including the integration of artificial intelligence (“AI”) capabilities into its software solutions, may not drive expansion of those solutions and/or generate the ARR and/or cash flow we expect if those capabilities are not made available when or as we expect, if customers are slower to adopt those solutions than we expect, or if customers adopt competing solutions; customers may not build the product data foundations essential for the AI-driven transformation of their business when or as we expect, which could adversely affect the Company’s ARR and/or financial results and cash flow and growth; the Company’s go-to-market realignment and related initiatives may not generate the ARR and/or financial results or cash flow when or as we expect; foreign exchange rates may differ materially from those we expect; other risks and uncertainties that could cause actual results to differ materially from those projected are described from time to time in reports the Company files with the SEC, including the Company’s most recent Annual Report on Form 10-K filed on November 21, 2025, Quarterly Reports on Form 10-Q, and other filings with the SEC; and the risks described in this proxy statement.

There can be no assurance that the Merger will be completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements are made. The Company does not undertake any obligation to publicly update or review any

forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements.

We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this proxy statement that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect the Company.

This proxy statement is being furnished to Company shareholders as a part of the solicitation of proxies by the Board for use at the Special Meeting to be held on [    ], 2026, at [  ], Eastern Time or at any adjournment or postponement thereof. PTC will hold the Special Meeting in a virtual format only at www.virtualshareholdermeeting.com/PTC2026SM.

At the Special Meeting, Company shareholders will be asked to consider and vote to approve:

Only Company shareholders of record as of the close of business on the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. Company shareholders may also contact the Company’s Investor Relations to inspect the list of shareholders of record entitled to vote at the Special Meeting for any legally valid purpose beginning two business days after such notice of the Special Meeting is given. Such list will also be available for inspection at the Special Meeting to participating shareholders of record.

The inspector of elections appointed for the Special Meeting will tabulate votes cast by proxy or by ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present. The presence of a majority of the outstanding shares of Company common stock entitled to vote at the Special Meeting constitutes a quorum. Shares that abstain from voting on any proposal will be treated as shares that are present and entitled to vote at the Special Meeting for purposes of determining whether a quorum is present.

With respect to shares held in street name, your broker, bank, trust or other nominee generally has the discretionary authority to vote uninstructed shares on “routine” matters but cannot vote such uninstructed shares on “non-routine” matters. Each of the proposals to be presented at the Special Meeting is a “non-routine matter.” Therefore, your broker, bank, trust or other nominee does not have discretionary authority to vote your shares on the proposals. As a result, there will not be any broker non-votes at the Special Meeting. Broker non-votes (if any) will be considered present for the purposes of establishing a quorum but will not count as votes cast at the Special Meeting, and will have the same effect as votes “AGAINST” the Merger Proposal and no effect on the Merger-Related Compensation Proposal. If you hold your shares in street name and do not give any instruction to your broker, bank, trust or other nominee, those shares will not be counted for purposes of determining whether a quorum is present.

The affirmative vote of a majority of the outstanding shares of Company common stock entitled to vote thereon is required to approve the Merger Proposal. The affirmative vote of a majority of the shares of Company common stock present at the Special Meeting or represented by proxy and voting on the Merger-Related Compensation Proposal, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the Merger-Related Compensation Proposal. Abstentions will be considered present for the purposes of establishing a quorum and will have the same effect as votes “AGAINST” the Merger Proposal and will have no effect on the Merger-Related Compensation Proposal. Because each of the proposals presented to Company shareholders will be considered a “non-routine matter”, there will not be any broker non-votes at the Special Meeting. Broker non-votes (if any) will be considered present for the purposes of establishing a quorum and will have the same effect as votes “AGAINST” the Merger Proposal and will have no effect on the Merger-Related Compensation Proposal. However,

if you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposal, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given and will not be voted with respect to the other proposal.

As of the Record Date, the Company’s directors and executive officers beneficially owned, and were entitled to vote, in the aggregate, [   ] shares of Company common stock, representing approximately [  ]% of the outstanding shares of Company common stock. We expect that the Company’s directors and executive officers will beneficially own and be entitled to vote a similar figure at the close of business on the date of the Special Meeting. The directors and executive officers have informed PTC that they currently intend to vote all of their shares of Company common stock “FOR” the Merger Proposal and “FOR” the Merger-Related Compensation Proposal.

If your shares are registered in your name with the Company’s transfer agent Equiniti Trust Company, you may cause your shares to be voted by submitting electronically over the Internet or by telephone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone. We encourage all shareholders to vote electronically. Alternatively, if you do not have access to a touch-tone phone or the Internet, you may sign, date and return the enclosed proxy card in the postage-paid envelope provided. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend and desire to vote at the Special Meeting in a virtual format, you will be provided with a virtual ballot at the Special Meeting. Even if you plan to attend the Special Meeting, we encourage you to submit your proxy to vote your shares in advance of the Special Meeting.

Voting instructions are included on your enclosed proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of Company shareholders. Properly executed proxies that do not contain voting instructions will be voted “FOR” the Merger Proposal and “FOR” the Merger-Related Compensation Proposal. No proxy that is specifically marked against approval of the Merger Agreement will be voted in favor of the Merger-Related Compensation Proposal, unless it is specifically marked “FOR” the approval of such proposal.

If your shares of Company common stock are held in street name and you do not instruct your broker, bank, trust or other nominee how to vote your shares, then, because each of the Special Meeting Proposals is a “non-routine matter,” your broker, bank, trust or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of Company common stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with this proxy statement. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the Special Meeting Proposals by following the instructions provided on the voting instruction form. If you do not vote via the Internet or telephone through your broker, bank, trust or other nominee or do not return your bank’s, broker’s or other nominee’s voting form, or do not attend the Special Meeting and vote with a proxy from your broker, bank, trust or other nominee, it will be counted as a vote “AGAINST” the Merger Proposal and will not have any effect on the Merger-Related Compensation Proposal. If you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposal, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given and will not be voted with respect to the other proposal.

You may change or revoke your previously submitted proxy at any time before the Special Meeting or, if you attend the Special Meeting in a virtual format, by voting by virtual ballot at the Special Meeting. If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by the Company’s Corporate Secretary prior to the Special Meeting.

If your shares are held in street name by a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee. You may also vote at the Special Meeting if you register in advance to attend the Special Meeting following the procedures described below in the section entitled “The Special Meeting—Attending the Special Meeting” beginning on page 26 of this proxy statement.

Any adjournment, recess or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Company shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting that was adjourned, recessed or postponed.

Under PTC’s bylaws, the Special Meeting may be adjourned by any individual entitled to preside or to act as secretary of the Special Meeting or by the shareholders present or represented at the meeting, although less than a quorum.

If a new record date is or must be fixed under law or PTC’s bylaws, a notice of the adjourned meeting must be given to each shareholder of record as of the new record date and who is otherwise entitled to notice of, and to vote at, such meeting.

If the Special Meeting is adjourned, shareholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the Special Meeting Proposals. At any adjourned meeting, any business may be transacted that might have been transacted at the original Special Meeting, and all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

If PTC experiences technical difficulties during the Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the Special Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, PTC will promptly notify shareholders of the decision via the virtual meeting website.

Technical support will be ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. Contact information for technical support will appear on the virtual meeting login page prior to the start of the Special Meeting.

All votes will be tabulated by the inspector of elections appointed for the Special Meeting. The inspector of elections will separately tabulate affirmative and negative votes and abstentions.

The cost of this proxy solicitation will be borne by PTC. Our directors, officers and employees may solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this proxy statement and related materials to, and obtaining instructions relating to such materials from, beneficial owners of Company common stock.

PTC has retained Innisfree as its proxy solicitor. Innisfree will solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with Innisfree, Innisfree will receive an estimated fee of $150,000 plus reimbursement of its reasonable, out-of-pocket expenses for its services plus fees for calls (if any) to or from retail Company shareholders. In addition, Innisfree and certain related persons will be indemnified against certain liabilities arising out of, or in connection with, the engagement.

Assuming timely satisfaction of necessary closing conditions, including, among other things, the required Company shareholder vote and receipt of required regulatory approvals, we currently anticipate that the Merger will be consummated by the third quarter of calendar year 2027.

Shareholders may log into the Special Meeting using the 16-digit control number on their proxy cards. Once admitted to the Special Meeting, shareholders may vote their shares and view a list of shareholders by following the instructions available on the meeting website.

The virtual meeting site is supported on Internet browsers and devices (e.g., desktops, laptops, tablets and smart phones) running the most updated version of applicable software and plugins. Each participant should ensure strong Wi-Fi or other Internet connection, allow plenty of time to log in and ensure that he or she can hear streaming audio prior to the start of the Special Meeting.

To vote during the Special Meeting, you must do so by logging into www.virtualshareholdermeeting.com/PTC2026SM using the 16-digit control number included in your proxy materials. After accessing the Special Meeting as described above, shareholders may vote by clicking on the “Vote Here!” button, selecting their voting choices from those shown on the screen and then clicking “Submit.” Confirmation that your vote has been received should appear once submitted. For as long as the polls remain open during the Special Meeting, you will be able to change your vote by selecting another voting choice. We encourage you to vote your proxy via the Internet, telephone or proxy card prior to the Special Meeting, even if you plan to attend the Special Meeting.

Shareholders are reminded that they can vote their shares prior to the Special Meeting over the Internet using the website indicated on the proxy card, by telephone using the toll-free number on the proxy card or by signing, dating and returning the proxy card in the postage-paid envelope previously provided. We encourage shareholders to vote electronically. If you have submitted your vote by proxy in advance of the Special Meeting, you do not need to vote by ballot, unless you wish to change your vote.

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Innisfree, our proxy solicitor, by calling (877) 750-8226 (TOLL-FREE from the United States and Canada) or +1 (412) 232-3651 (from other locations). Brokers, banks and other nominees may call collect at (212) 750-5833.

The discussion of the Merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Additional information about PTC may be found elsewhere in this proxy statement and in our other public filings. See the section entitled “Where You Can Find More Information” beginning on page 107 of this proxy statement.

PTC is a Massachusetts corporation and a global software company headquartered in Boston, Massachusetts. The Company employs more than 7,000 people and supports more than 30,000 customers around the world. It primarily serves customers in the following industry verticals: industrials; federal, aerospace and defense; electronics and high tech; automotive; and medical technology and life sciences.

The Company’s customers are focused on improving their competitiveness in the face of global competition and increasing product complexity, and PTC’s software offerings are a strategic enabler of this and their digital transformation initiatives. Given the breadth and openness of the Company’s portfolio, the Company enables the Intelligent Product Lifecycle: establishing a strong product data foundation in the engineering department and democratizing the access and use of that data across the enterprise to drive cross-functional collaboration, accelerate new product introduction timelines, and deliver higher product quality. By embracing the Intelligent Product Lifecycle, the Company’s customers establish the quality, consistency, and traceability of product data, ensuring the data is up-to-date, accessible, reliable, and actionable. The Company’s customers can then go on to use this data to break down silos, streamline workflows, and achieve interoperability across departments, functions, and systems. This includes the growing emphasis on AI-driven transformation across our customers’ teams, operations, and processes. A product data foundation is the backbone of AI-driven transformation.

PTC’s business runs on a subscription model, and approximately 95% of its revenue for the fiscal year ended September 30, 2025 was recurring in nature.

Company common stock is currently listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “PTC.” The Company’s principal executive office is located at 121 Seaport Boulevard, Boston, MA 02210 and its telephone number is (781) 370-5000.

Schneider Electric SE, referred to as “Schneider,” is a global energy technology leader, driving efficiency and sustainability by electrifying, automating, and digitalizing industries, businesses, and homes. Schneider’s technologies enable buildings, data centers, factories, infrastructure, and grids to operate as open, interconnected ecosystems, enhancing performance, resilience, and sustainability. Its portfolio includes intelligent devices, software-defined architectures, AI-powered systems, digital services, and expert advisory.

Schneider is a European company (société européenne), organized under the laws of France. Schneider’s head office is located at 1884 Boulevard de la Défense, 92000 Nanterre, France. Schneider is registered with the commercial court registry of Nanterre under No. 542 048 574, and its telephone number is +33 (0) 4 76 57 60 60. Schneider’s shares are listed on Euronext Paris.

Additional information about Schneider and its subsidiaries is included on its website: https://www.se.com/ww/en/. The information provided or accessible through Schneider’s website is not part of, or incorporated by reference in, this proxy statement.

Grand Slam Merger Sub, Inc., referred to as “Merger Sub,” is a Massachusetts corporation and wholly owned subsidiary of Schneider formed solely for the purpose of engaging in the transactions contemplated by the Merger

Agreement. Merger Sub has not conducted any material business prior to the date of the Merger Agreement and has no material assets or material obligations of any nature, other than those incident to its formation and those incurred pursuant to or in connection with the Merger Agreement. Upon the completion of the Merger, Merger Sub’s separate corporate existence will cease and PTC Inc. will continue as the surviving corporation. The registered office of Merger Sub is located at c/o Corporation Service Company, 84 State Street Boston, Massachusetts 02109.

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the MBCA, at the Effective Time, Merger Sub will be merged with and into PTC, whereupon the separate existence of Merger Sub will cease, and PTC will continue as the surviving corporation. As a result of the Merger, the surviving corporation will become a wholly owned subsidiary of Schneider and Company common stock will no longer be publicly traded. In addition, Company common stock will be delisted from Nasdaq and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations, and PTC will no longer file periodic reports with the SEC on account of Company common stock. If the Merger is consummated, you will not own any shares of capital stock of the surviving corporation. The Effective Time will occur upon the filing of articles of merger with the Secretary of the Commonwealth of Massachusetts (or at such later time as PTC and Schneider may mutually agree in writing and specify in the articles of merger).

If the Merger Agreement is not approved by the Company shareholders, or if the Merger is not consummated for any other reason:

Upon the consummation of the Merger, each share of Company common stock outstanding as of immediately prior to the Effective Time (other than shares of Company common stock held by PTC, wholly owned subsidiaries of PTC, in PTC’s treasury or by Schneider, Merger Sub or any other wholly owned subsidiary of Schneider, and any shares held by shareholders who have properly exercised and perfected their demands for appraisal of such shares in accordance with the MBCA if applicable) will be converted into the right to receive the merger consideration of $205.

Any shares of Company common stock held by PTC, wholly owned subsidiaries of PTC, in PTC’s treasury or by Schneider, Merger Sub or any other wholly owned subsidiary of Schneider immediately prior to the Effective Time will be canceled and retired and will cease to exist, and no consideration will be delivered in exchange for such shares. Any shares of Company common stock held by shareholders who are entitled to and have properly exercised and perfected appraisal rights under the MBCA, if applicable, will be treated in accordance with the applicable provisions of the MBCA, as described under “Appraisal Rights.”

Each cashed-out RSU will be canceled at the Effective Time and converted into the right to receive, without interest and subject to applicable tax withholding, the merger consideration on the same terms and conditions as outstanding shares of Company common stock.

Each Company equity award that is outstanding immediately prior to the Effective Time that is not a cashed-out RSU will be canceled and converted at the Effective Time into the right to receive a deferred cash award. Each deferred cash award will remain subject to the same terms and conditions as applied to the Company RSU for which such deferred cash award was exchanged, including with respect to vesting and forfeiture (other than for any Company RSU for which continued service is no longer required in order to continue vesting), except that performance-based vesting conditions applicable to Company PSUs will be deemed to be achieved at maximum performance (i.e., 200% of target performance) and will not apply following the Effective Time (other than for certain Company PSUs granted after the date of the Merger Agreement and prior to the Effective Time, which will remain subject to performance goals, as described below). Each deferred cash award will vest and become payable at the same time as the Company RSU for which such deferred cash award was exchanged would have vested, subject to the holder’s continued employment or service with Schneider or any of its affiliates through the applicable vesting date (other than for any Company RSU for which continued service is no longer required in order to continue vesting), except that each deferred cash award will vest and become payable in full upon an earlier termination of the holder’s employment or service by Schneider or its affiliates without Cause or by the holder for Good Reason (as each such term is defined in the Merger Agreement), in each case, at any time before the applicable vesting date.

Company PSUs will be subject to the PSU performance measurement treatment, such that all Company PSUs outstanding as of the date that the Merger Agreement was executed and any Company PSUs granted after the date of the Merger Agreement and prior to the Effective Time that are subject to relative total shareholder return performance metrics will be deemed earned based on the maximum performance level (i.e., 200% of target performance) and all Company PSUs that are granted in the period between the execution of the Merger Agreement and the Effective Time that are subject to performance measures relating to ARR will remain subject to the applicable performance goals, with performance measured, and the applicable portion of such awards earned, annually during the applicable three-year performance period based on actual performance, subject to the holder’s continued employment or service with Schneider or any of its affiliates through the applicable vesting date, except that such Company PSUs will become vested based on target performance on a termination of the holder’s employment or service by Schneider or its affiliates without Cause or by the holder for Good Reason (as each such term is defined in the Merger Agreement), in each case, at any time before the completion of the three-year performance period.

With respect to the Company ESPP, and pursuant to the Merger Agreement, the Board has adopted resolutions and will take necessary or required actions such that:

The following chronology summarizes certain key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of, by, with or among members of the Board, the Company’s management, the Company’s financial advisor, legal advisor or other representatives, Schneider and its financial advisors, legal advisors, affiliates or other representatives or any other person.

The Board of Directors of PTC (the “Board”) and the Company’s senior management team periodically review the Company’s business and operations, competitive position, historical performance, future prospects and long-term strategic plan with the goal of maximizing shareholder value. As part of these ongoing evaluations, the Board and the Company’s senior management have, from time to time, and with the assistance of the Company’s financial and legal advisors, considered various strategic alternatives, including the continued execution of the Company’s strategy as a standalone public company or the possible sale of PTC to, or combination of PTC with, a third party.

In early 2025, Company X suggested a meeting with Mr. Barua and other members of PTC management to discuss opportunities for collaboration between the companies. At that meeting in April 2025, the CEO of Company X separately mentioned to Mr. Barua Company X’s interest in discussing a potential business combination with PTC. The CEO of Company X did not propose any terms at that time, but suggested that the companies’ respective management teams exchange further information.

Since May 2025, Neil Barua, PTC’s Chief Executive Officer, and Olivier Blum, the chief executive officer of Schneider, have met from time to time to discuss business and industry matters. During such discussions, Mr. Blum indicated Schneider’s potential interest in exploring a business combination with PTC. Mr. Blum expressed preliminary interest in a transaction structure in which Schneider would acquire a significant stake in PTC through a contribution to PTC of a combination of cash and certain Schneider software assets, with the resulting company continuing to be publicly traded and held in part by PTC’s existing shareholders. No other terms, process or timing for discussion of a potential transaction were proposed by Schneider in any of those discussions at that time, and Schneider did not submit any written proposals for a potential transaction.

The Board discussed the expressions of interest by Company X and Schneider at a regularly scheduled meeting of the Board on May 20, 2025. The Board also discussed the potential transaction structure described by Schneider. The Board also decided that, absent a formal proposal, PTC would continue executing its standalone plan and not engage in negotiations with Company X, and authorized Mr. Barua to inform Company X accordingly. The Board discussed engaging a financial advisor to assist it in any evaluation of a potential proposal that may be received, and after discussion about financial advisors and Mr. Barua’s recommendation, authorized Mr. Barua to contact Evercore for assistance with the evaluation. Mr. Barua also began preparations with representatives of Evercore to evaluate the indications of interest from Schneider and Company X.

On June 10, 2025, Company X submitted a written, non-binding proposal to acquire PTC. Following PTC’s receipt of this letter, at the direction of the Board, PTC representatives negotiated the terms of the proposal with Company X, and Company X submitted revised proposals. PTC and Company X negotiated and executed a customary non-disclosure agreement, including a customary standstill agreement by Company X (which standstill agreement did not include a “don’t ask, don’t waive” provision and terminated in accordance with its terms as of

June 14, 2026). After Company X submitted a revised written, non-binding proposal on July 2, 2025 to acquire PTC for $228 per share of Company common stock, to be paid in the form of a mix of cash and shares of Company X stock, PTC provided Company X and its representatives with access to a dataroom containing non-public diligence information.

On June 12, 2025, PTC engaged Paul, Weiss as counsel to the Company.

On July 7, 2025, Mr. Barua informed Mr. Blum that the Board had discussed Schneider’s indication of interest and that the proposed structure was overly complex and not something the Company was interested in pursuing at that time.

On July 9, 2025, after the publication of an article speculating about a potential strategic transaction involving PTC, Company X terminated discussions with PTC regarding the potential transaction, and the companies agreed to return or destroy all confidential information previously exchanged between them in connection with their discussions.

After termination of discussions with Company X, PTC continued to focus on executing its standalone plan. Over the end of 2025 and the beginning of 2026, market concerns regarding the impact of AI on SaaS businesses contributed to increased volatility and valuation compression in trading prices of companies in PTC’s industry. Although PTC continued to report operating performance in line with expectations and increased its full-year ARR, revenue and earnings guidance during this period, PTC’s trading price and valuation multiples declined materially from August 2025 amid this broader sector-based change.

From time to time over the beginning of 2026, Mr. Barua engaged in general business discussions with representatives of Schneider. In early 2026, Jean-Pascal Tricoire, Chairman of the board of directors of Schneider, and Mr. Barua met and discussed a broad range of business and industry matters. During the course of that meeting, Mr. Tricoire indicated Schneider’s continuing interest in potentially exploring a strategic transaction with PTC at some point. At Mr. Tricoire’s suggestion, Mr. Barua later met with Mr. Blum to further discuss Schneider’s interest. No terms, process or timing for a potential transaction were proposed in those discussions. Mr. Barua advised the Schneider representatives at these times that the Board was confident in PTC’s standalone plan and cognizant that PTC’s current stock price was facing macroeconomic headwinds.

From time to time over the course of 2026, Mr. Barua also engaged in discussions with the chief executive officer of another large software company listed outside of the U.S., which we refer to as Company Y, about the business relationship and potential commercial arrangements between PTC and Company Y and general industry developments. During July 2026, Company Y’s CEO indicated to Mr. Barua that Company Y was interested in exploring an acquisition of PTC by Company Y for consideration consisting of a mix of cash and ADRs representing Company Y’s common shares. No offer price or other terms were proposed at that time. Mr. Barua indicated that he would revert following PTC’s quarterly earnings announcement later that month.

On July 16, 2026, Mr. Barua had a virtual meeting with Mr. Blum where the two discussed, among other things, Schneider’s interest in exploring a business combination transaction with PTC. Mr. Blum informed Mr. Barua that Schneider may be considering submitting a preliminary proposal regarding a potential business combination transaction and that Schneider was assessing the merits of both a transaction with the original structure proposed by Schneider and a transaction in which Schneider would acquire 100% of PTC for cash consideration to PTC’s shareholders. Mr. Blum stated to Mr. Barua that any potential proposal was subject to Schneider conducting further preliminary due diligence and obtaining a mandate from the Schneider board of directors. No other terms, process or timing for a potential transaction were proposed by either representative in those discussions.

On July 18, 2026, Mr. Barua had a meeting with Mr. Tricoire where the two discussed the same topics.

On August 4, 2026, Mr. Barua spoke with Company Y’s CEO. Mr. Barua noted the Board’s perspective that PTC was currently facing headwinds in the marketplace as a result of the broad dislocation in software stock prices, but stated that the Board was confident in PTC’s standalone plan. Company Y’s CEO stated that Company Y would like to submit a proposal regarding a business combination transaction with PTC and asked Mr. Barua whether the Board would be willing to consider such a proposal. Mr. Barua noted that he would discuss with the Board whether the Board would be willing to do so.

Mr. Barua informed Mark Benjamin, Chair of the Board, of his discussion with Company Y. Following discussion with members of the Board, Mr. Benjamin instructed Mr. Barua to inform representatives of Company Y that the Company was open to receiving a written proposal, which Mr. Barua subsequently did on August 4, 2026.

On August 18, 2026, Mr. Barua and Mr. Blum met to follow up on their July 16, 2026 discussion regarding Schneider’s interest in exploring a potential business combination transaction with PTC. Mr. Blum expressed Schneider’s continuing interest, and no other terms, process or timing for a potential transaction were proposed by either Mr. Blum or Mr. Barua.

On August 31, 2026, Company Y’s CEO submitted a written, non-binding indication of interest (the “Company Y Proposal”) to Mr. Barua to acquire PTC for an offer price in the range of $180 to $190 per share. The Company Y Proposal contemplated that PTC shareholders would receive $117 to $123.50 per share in cash, with the remainder of the offer price to be paid in the form of ADRs representing Company Y common shares. The Company Y Proposal was conditioned on Company Y completing the registration and listing of its ADRs in the U.S. prior to closing, which Company Y expected could occur by late spring 2027, and was not subject to any other financing condition. In the Company Y Proposal, Company Y requested an exclusivity period of approximately six weeks during which PTC would be prohibited from discussing or negotiating potential business combinations with any company except Company Y.

On September 8, 2026, Schneider submitted a written, non-binding proposal (the “Schneider September 8 Proposal”) to acquire all outstanding shares of PTC for $190 per share, in cash. The Schneider September 8 Proposal stated that the transaction would not be subject to any financing conditions and, if provided exclusivity, Schneider expected to be in a position to finalize confirmatory due diligence and execute a definitive agreement within approximately four weeks. Schneider did not raise the request for exclusivity again, and PTC did not agree to any exclusivity with Schneider.

On September 9, 2026, the Board met (the “September 9, 2026 Meeting”) to discuss, among other things, the Company Y Proposal and the Schneider September 8 Proposal. Members of PTC management and representatives from Evercore and Paul, Weiss were also in attendance. Because the Board’s process was at an early stage, and the range of potential counterparties with whom the Board might determine to engage was not decided at that time, Janice Chaffin, a member of the Board who also serves as a member of the board of directors of another company in PTC’s industry, had recused herself from all further discussions regarding the potential strategic transaction and did not attend the September 9, 2026 Meeting. Representatives of Evercore reviewed with the directors the financial and other key terms of the Company Y Proposal and the Schneider September 8 Proposal. The Board, management and the advisors discussed that the Company Y Proposal involved mixed stock and cash consideration that would introduce potential complexity in execution, involve potential foreign exchange, ADR and potential flowback risks, but would provide PTC shareholders’ with the opportunity to share in upside post-closing. It was also noted that the all-cash Schneider September 8 Proposal provided certainty of value and potentially simpler execution, but did not provide potential for PTC shareholders to share in upside after closing. The Evercore representatives reviewed certain preliminary financial analyses of PTC, and potential next steps. Representatives of Paul, Weiss also reviewed with the directors the fiduciary duties of the directors in considering a sale of the company. The Board directed Evercore to communicate to representatives of each of Schneider and Company Y that the Board would not entertain a transaction at the valuation each had proposed, but that the Board would be willing to provide certain non-public diligence information under a customary non-disclosure agreement to demonstrate value above their current offers and allow each an opportunity to meaningfully increase its offer valuation. The Board also discussed whether to initiate outreach to additional potential counterparties. The Board considered that there were few parties likely to be interested who had the financial ability to compete with the proposals already received from Schneider and Company Y, in light of the strength of those proposals, the increase in the risk of a premature leak that could result from a broad outreach to potential counterparties, and the risk that a premature leak could result in Schneider and Company Y terminating discussions, as had happened in 2025 with Company X. Because of these considerations, the Board determined that outreach should only be made to potential counterparties that would potentially see significant strategic merit in a business combination with PTC and were in a financial position to be able to make a competitive offer and complete a transaction. Representatives of Evercore expressed their view that, despite the discussions of a potential transaction with Company X in 2025, the only potential counterparty meeting these criteria at this time was Company Z, another company operating in the software industry. The Board directed Evercore to contact Company Z to assess its interest in making a proposal for a business combination with PTC.

On September 10, 2026, representatives of Evercore contacted representatives of Morgan Stanley and Goldman Sachs, Schneider’s financial advisors, and informed them that the Board was not willing to entertain a potential transaction at the current offer price, and that the Board was willing to provide certain non-public diligence information to Schneider under a customary non-disclosure agreement in order to demonstrate value and allow Schneider the opportunity to increase its offer price. Representatives of Evercore contacted Company Y’s representatives and proposed the same process to enable Company Y to increase its offer price, and also noted to Company Y that the Board had indicated that a revised proposal from Company Y reflecting a higher proportion of cash consideration would be favorably received by the Board. As instructed by the Board, representatives of Evercore also contacted Company Z to assess whether Company Z had any interest in exploring a potential transaction involving PTC. Company Z declined to engage, citing other strategic priorities.

On September 10, 2026, at a regularly scheduled meeting of the Board, with members of PTC management present, the Board reviewed and discussed, in the ordinary course of business, management’s long-range plan (the “Projections”) with PTC management. After discussion, the Board approved the Projections and confirmed that Evercore should use the Projections in its valuation analyses of PTC.

On September 11, 2026, Mr. Barua received a call from Mr. Blum to discuss the feedback that Schneider’s financial advisor had received from representatives of Evercore. In that discussion, Mr. Blum acknowledged that Schneider would need to increase the offer price per share in order for the Company to continue discussions with Schneider, and Mr. Blum and Mr. Barua discussed the importance of speed in negotiating any potential transaction between the Company and Schneider in light of the risk of a premature leak and the potential effect of a leak on the parties’ ability to negotiate definitive agreements.

On September 11, 2026, Paul, Weiss representatives delivered a draft of a non-disclosure agreement to representatives of Schneider’s outside legal counsel, Debevoise & Plimpton LLP (“Debevoise”), which included a customary standstill provision.

On September 13, 2026, PTC and Schneider executed the non-disclosure agreement. The non-disclosure agreement contained a customary standstill provision (which would terminate upon PTC’s entry into a definitive agreement with a third party for a sale of PTC or if any third party commenced a tender or exchange offer for shares of PTC stock, in each case, that would result in a change of control of PTC) and customary restrictions on “co-bidding” arrangements, but permitted Schneider to discuss the potential transaction with a limited number of financing sources in order to facilitate Schneider’s arranging of third-party debt financing for its proposal on a timely basis. The standstill in the non-disclosure agreement did not include a “don’t ask, don’t waive” provision. Following the execution of the non-disclosure agreement, the Company shared certain financial diligence information, including the Projections and perspectives from PTC on potential synergies, with Schneider and its financial advisors.

Following execution of the non-disclosure agreement, Mr. Barua and Mr. Blum spoke, and separately, Mr. Benjamin spoke with Mr. Tricoire. The representatives of the companies discussed the progress of Schneider’s review of the diligence information provided by PTC and Schneider’s perspectives on the proposed transaction. The Schneider representatives reiterated Schneider’s strong interest in the potential transaction and ability to reach definitive agreements promptly once its confirmatory diligence was complete, and the parties discussed their mutual concern over a potential premature leak of the discussions about a potential transaction. The PTC representatives reiterated that upon receipt of a revised proposal from Schneider that the Board viewed as an acceptable basis for continuing discussions, PTC would make available a dataroom to enable Schneider to complete its confirmatory due diligence, and PTC’s outside legal counsel would provide Schneider’s advisors with a draft merger agreement.

On September 13, 2026, representatives of Company Y informed Mr. Barua that Company Y would not execute a non-disclosure agreement with the Company or continue its discussions of a potential transaction unless PTC confirmed that it was negotiating only with Company Y and not with any other bidders, and requested that its request for exclusivity be discussed with the Board.

On September 14, 2026, representatives of Company Y discussed with representatives of Evercore Company Y’s proposal and Company Y’s request for PTC to exclusively discuss and negotiate a potential business combination with Company Y. On September 15, 2026, the CEO of Company Y contacted Mr. Barua to reiterate this request.

On September 15, 2026, Mr. Barua and Jennifer DiRico, PTC’s chief financial officer, held a call with representatives of Schneider to discuss the financial diligence materials provided by PTC.

On September 16, 2026, representatives of Morgan Stanley and Goldman Sachs communicated to representatives of Evercore that Schneider required additional information before submitting a revised proposal, and that Schneider would like to finalize negotiations with the Company and announce a transaction in an expedited timeframe. Mr. Barua contacted Mr. Blum to reiterate that the Board would not provide additional confidential diligence information until receiving a revised offer price from Schneider that the Board found to be acceptable for continuing discussions, which he expected would need to show a meaningful increase from the Schneider September 8 Proposal. During that discussion, Mr. Blum confirmed that, subject to Schneider board approval, Schneider would submit a revised proposal on September 17, 2026.

On September 16, 2026, the CEO of Company Y also briefly discussed with Mr. Barua Company Y's request for PTC to exclusively discuss and negotiate a potential business combination with Company Y.

On September 17, 2026, Schneider submitted a revised written, non-binding proposal (the “Schneider September 17 Proposal”) to acquire all outstanding shares of PTC for $200 per share in cash. The Schneider September 17 Proposal indicated Schneider’s expectation that the parties would sign a definitive agreement and announce a potential transaction within two weeks, assuming access to the information needed for Schneider to complete its due diligence, and otherwise reflected terms consistent with the Schneider September 8 Proposal.

On September 18, 2026, the Board held a meeting, with Ms. Chaffin recused, at which members of senior management and representatives of each of Evercore and Paul, Weiss were present. Representatives of Evercore reviewed with the Board the key terms of the Schneider September 17 Proposal, reviewed the recent developments in discussions with Company Y, and reviewed certain preliminary financial analyses of PTC and the Schneider September 17 Proposal. The Board determined that it was in the best interests of the Company and its shareholders that Mr. Barua continue to negotiate with Mr. Blum to increase Schneider’s offer price, with the goal of obtaining an offer price equal to $205 per share, and instructed Mr. Barua to do so, and further determined that, if Schneider increased its offer price to $205 per share, the Company was authorized to provide additional due diligence information to Schneider to facilitate Schneider completing its confirmatory due diligence and begin to negotiate transaction documents with Schneider. The Board further instructed representatives of Evercore to inform representatives of Company Y that, while the Board would still be interested in continuing discussions of a potential transaction with Company Y, PTC was not prepared to agree, formally or informally, to an exclusive negotiation process. Following the Board meeting, Mr. Barua contacted Mr. Blum to negotiate for a higher offer price, and the Evercore representatives contacted representatives of Company Y to relay these points.

On September 19, 2026, Schneider submitted a revised written, non-binding proposal (the “Schneider September 19 Proposal”) to acquire all outstanding shares of PTC for $205 per share in cash, on terms otherwise consistent with its prior proposal letters. Schneider reiterated its desire to promptly work toward signing a definitive agreement and announce the transaction within an expedited timeframe. Mr. Blum informed Mr. Barua that $205 per share was Schneider’s best and final offer.

On September 19, 2026, following receipt of the Schneider September 19 Proposal, representatives of Paul, Weiss sent a draft merger agreement to representatives of Debevoise. Among other terms, the draft merger agreement provided that Schneider would be committed to a “hell or high water” standard for its obligations to obtain regulatory clearance for closing and a termination fee payable by PTC in certain customary circumstances to be equal to 2.50% of the fully diluted equity value of the transaction. Throughout the period between September 19, 2026 and October 4, 2026, representatives of Paul, Weiss and Debevoise spoke from time to time to negotiate the terms of the draft merger agreement and exchanged drafts of the merger agreement.

On September 19, 2026, Schneider and its representatives also were provided with access to an electronic dataroom containing further confidential information of PTC, responsive to Schneider’s remaining diligence requests. The due diligence information made available to Schneider in the dataroom continued to be supplemented and updated by PTC and its representatives in response to diligence information requests from Schneider during the period from September 19, 2026 through October 4, 2026.

On September 21, 2026, Paul, Weiss representatives held a call with representatives of Schneider’s outside CFIUS counsel for the proposed transaction, Mayer Brown LLP (“Mayer Brown”), to discuss matters related to the parties’ regulatory analysis of the transaction. Paul, Weiss and Mayer Brown representatives spoke from time to time during the period between September 21, 2026 and October 4, 2026 to discuss CFIUS diligence and related provisions in the draft merger agreement.

Also on September 21, 2026, at the request of the Board, representatives of Evercore provided customary relationship disclosures to the Board, which included disclosure of certain relationships between Evercore and its financial advisory affiliates, on one hand, and each of Schneider, Company X and Company Y and certain of their respective affiliates, on the other hand.

From the period between September 23, 2026 and October 4, 2026, representatives of PTC, Schneider and their respective advisors participated in various legal, accounting and financial due diligence calls regarding PTC and the potential transaction.

On September 25, 2026, representatives of Morgan Stanley discussed with representatives of Evercore the status of negotiations of the draft merger agreement and the potential timing for finalizing the merger agreement.

Also on September 25, 2026, representatives of Company Y and representatives of Evercore spoke and representatives of Company Y reiterated its request for exclusivity. On September 30, 2026, the CEO of Company Y contacted Mr. Barua to reiterate Company Y’s request. Following this contact, representatives of PTC and representatives of Evercore had no further discussions with representatives of Company Y regarding a potential transaction.

On September 28, 2026, Paul, Weiss sent a draft of the Company Disclosure Letter to Debevoise.

On September 30, 2026, representatives of Schneider provided Paul, Weiss with drafts of the mandate letter and syndication letter Schneider had received from its potential financing sources in connection with its financing for the proposed transaction.

Later in the day on September 30, 2026, Mr. Blum contacted Mr. Barua to discuss the progress of negotiations on the merger agreement and key open points. In that discussion, Mr. Blum proposed that he and Mr. Benjamin speak the next day to discuss the open points and the companies’ respective positions. Mr. Blum also noted that it was important to the Schneider board that Mr. Barua continue to have a role with the business post-closing. Later in the day, Mr. Barua updated Mr. Benjamin on this discussion.

On October 1, 2026, as proposed by Mr. Blum, Mr. Benjamin and Mr. Blum spoke to discuss directly the key open points remaining for negotiation, including the obligations that Schneider would have under the merger agreement in respect of its efforts to obtain the regulatory clearances necessary for closing and the strategy for obtaining those clearances.

On October 2, 2026, Mr. Blum spoke with Mr. Benjamin regarding certain open points in the merger agreement. In that conversation, Mr. Blum noted that Schneider would like Mr. Barua to continue with Schneider following closing and agree to a limited waiver of his “good reason” rights under his current employment agreement. Mr. Blum also stated that Schneider’s agreement on the other open points discussed with Mr. Benjamin would not be conditioned on or impacted by Mr. Barua’s decision on this request. Mr. Blum also stated that the requested waiver would not provide any additional benefits to Mr. Barua. Mr. Barua, after being informed of the discussion by Mr. Benjamin, stated that he was willing to agree to such an arrangement. During the period from October 1, 2026 through October 3, 2026, representatives of Paul, Weiss, Debevoise and Mr. Barua’s employment counsel finalized the form of the related letter agreement.

On October 2, 2026, Mr. Benjamin and Mr. Blum spoke and discussed the status of negotiations of the merger agreement.

On the morning of October 4, 2026, representatives of Paul, Weiss sent to representatives of Debevoise the proposed final version of the merger agreement (the “Merger Agreement”). The proposed final version reflected the parties’ agreement on the principal negotiated terms, including the parties’ obligations to obtain regulatory clearances and a termination fee of $700 million payable by PTC under specified circumstances.

On October 4, 2026, the Board held a meeting, with Ms. Chaffin recused, at which representatives of senior management, Paul, Weiss and Evercore were present. During the meeting, the Paul, Weiss representatives reviewed

with the directors present the fiduciary duties of directors in the context of a sale of the company. The Paul, Weiss representatives also summarized for the Board the terms of the proposed final version of the Merger Agreement. During the meeting, Evercore representatives also reviewed its financial analyses of the Company and of the Schneider September 19 Proposal. The directors asked representatives of Paul, Weiss and representatives of Evercore various questions regarding the terms of the Merger Agreement and the financial analyses, the representatives responded to the directors’ questions, and the directors discussed their answers. The directors discussed, among other things, that the Board believed that the commitments Schneider was obligated to make under the Merger Agreement to obtain regulatory clearances, the termination fee payable by PTC under certain circumstances, and the provisions of the Merger Agreement relating to employee compensation matters were appropriate in the circumstances and in the best interests of the Company and its shareholders.

At the meeting, the Board also discussed Schneider’s request that Mr. Barua continue to serve in a management role with respect to the PTC business post-closing, and reviewed the terms of the draft letter agreement pursuant to which Mr. Barua would agree to a limited waiver of his “good reason” rights under his employment agreement. Mr. Barua informed the Board that he agreed with the terms proposed in the letter agreement and was willing to execute the letter agreement in connection with the Company’s execution of the Merger Agreement.

At the Board’s request, representatives of Evercore delivered its oral opinion to the Board, which was subsequently confirmed by delivery of a written opinion dated October 4, 2026 and that is attached to this proxy statement as Annex B, that, as of October 4, 2026 and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the merger consideration to be received by the holders of Company common stock in the Merger was fair, from a financial point of view, to such holders.

After discussion and deliberation, the Board unanimously: (i) determined that the Merger Agreement is advisable and fair to and in the best interests of the Company and its shareholders; (ii) adopted the Merger Agreement and approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations under the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, upon the terms and conditions set forth in the Merger Agreement and the MBCA; and (iii) recommended that the Company’s shareholders vote to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, in accordance with the MBCA. In an executive session, without Mr. Barua present, the Board also approved the letter agreement between Mr. Barua and the Company and determined that the letter agreement was in the best interests of the Company and its shareholders.

The directors directed Paul, Weiss representatives to finalize the Merger Agreement and other transaction documents.

Later on October 4, 2026, PTC entered into a formal engagement letter, dated as of October 4, 2026, with Evercore, confirming its engagement of Evercore as financial advisor to the Company in connection with the proposed transaction.

Also on October 4, 2026, PTC and Schneider finalized the Merger Agreement and the other definitive documentation on the terms approved by the Board, including the letter agreement with Mr. Barua. PTC and Schneider executed the Merger Agreement and Mr. Barua and PTC executed the letter agreement relating to Mr. Barua’s existing employment agreement.

In the afternoon of October 4, 2026, and following the execution of the Merger Agreement and other definitive documentation for the transaction, the Financial Times published an article speculating that Schneider was nearing a deal to buy PTC.

The following morning, on October 5, 2026, PTC and Schneider issued a joint press release announcing the execution of the Merger Agreement.

On October 4, 2026, the Board, after considering various factors, including the non-exhaustive list of material factors described herein, and after consultation with the Company’s independent legal and financial advisors, unanimously (i) determined that the Merger Agreement is advisable and fair to and in the best interests of the Company and its shareholders; (ii) approved and adopted the Merger Agreement and approved the execution and delivery of the Merger Agreement by PTC, the performance by PTC of its covenants and other obligations under the

Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, upon the terms and conditions set forth in the Merger Agreement and in accordance with the MBCA; and (iii) recommended that the Company’s shareholders vote to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, in accordance with the MBCA.

The Board recommends that you vote (i) “FOR” the proposal to approve the Merger Agreement, thereby approving the Merger and the transactions contemplated by the Merger Agreement and (ii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may be payable by PTC to its named executive officers in connection with the Merger.

In evaluating the terms of the Merger Agreement and the transactions contemplated by the Merger Agreement, the Board consulted with the Company’s senior management and the Company’s outside legal counsel and independent financial advisor. In reaching its determinations and recommendations, the Board considered a number of factors, including the following factors (not necessarily in order of relative importance), which the Board viewed as being generally positive or favorable in coming to its determination and recommendation:

In the course of its deliberations, the Board also considered a number of uncertainties, risks and other countervailing factors relating to entering into the Merger Agreement, including (not necessarily in order of relative importance):

The Board unanimously concluded that the uncertainties, risks and potentially negative factors relevant to the transactions contemplated by the Merger Agreement, including the Merger, were outweighed by the potential benefits.

In addition, the Board was aware of and considered the fact that some of the Company’s directors and executive officers have interests in the Merger that are different from, or in addition to, the Company shareholders generally, including those interests that are a result of employment and compensation arrangements with PTC. For more information, see the section entitled “The Merger—Interests of the Directors and Executive Officers of PTC in the Merger” beginning on page 50 of this proxy statement.

The foregoing discussion of material factors considered by the Board in reaching its conclusions and recommendation includes the principal factors considered by the Board, but is not intended to be exhaustive and may not include all of the factors considered by the Board. In light of the variety of factors considered in connection with its evaluation of the transactions contemplated by the Merger Agreement, including the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative or specific weights to the specific factors considered in reaching its determinations and recommendations. Rather, the Board based its decisions on the totality of the factors and information it considered, including discussions with, and questioning of, the Company’s management and its independent financial and legal advisors. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors.

This explanation of the Board’s reasons for its recommendations and other information presented in this section includes statements that are forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 21.

The Company retained Evercore to act as its financial advisor in connection with evaluating strategic and financial alternatives including the Merger. As part of this engagement, the Company requested that Evercore evaluate the fairness, from a financial point of view, of the merger consideration to be received by the holders of Company common stock. At a meeting of the Board held on October 4, 2026, Evercore rendered to the Board its opinion to the effect that, as of October 4, 2026 and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the merger consideration to be received by the holders of Company common stock in the Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated as of October 4, 2026, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The Company encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Board (in its capacity as such) in connection with its evaluation of the proposed Merger. The opinion does not constitute a recommendation to the Board or to any other persons in respect of the Merger, including as to how any holder of Company common stock should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the Merger.

In connection with rendering its opinion, Evercore, among other things:

For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of the management of the Company that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Projections, Evercore assumed with the consent of the Board that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the Company as to the future financial performance of the Company. Evercore expressed no view as to the Projections or the assumptions on which they are based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger will be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any delay, limitation, restriction or condition that would have an adverse effect on the Company or the consummation of the Merger or reduce the contemplated benefits to the holders of the Company common stock of the Merger. In addition, Evercore expressed no opinion or view as to (i) the validity of, and risks associated with, the Company’s intellectual property, technology, products and services, and (ii) the marketability, commercial viability and market adoption of the Company’s current and future products and services.

Evercore did not conduct a physical inspection of the properties or facilities of the Company and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of the Company under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, market and other conditions as they existed and as can be evaluated as of such date. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore did not and does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of the Company common stock, from a financial point of view, of the merger consideration. Evercore did not express any view on, and Evercore’s opinion does not address, the fairness of the proposed Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of the Company, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or any class of such persons, whether relative to the merger consideration or otherwise. Evercore was not asked to, nor did it express any view on, and Evercore’s opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to the Company, nor did it address the underlying business decision of the Company to engage in the Merger. Evercore’s opinion did not constitute a recommendation to the Board or to any other persons in respect of the Merger, including as to how any holder of Company common stock should vote or act in respect of the Merger. Evercore did not express any opinion as to the prices at which shares of Company common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company or the Merger or as to the impact of the Merger on the solvency or viability of the Company or the ability of the Company to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by the Company and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Board on October 4, 2026 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before October 2, 2026 (the last full trading day prior to the rendering of Evercore’s opinion), and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of the Company. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of

companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Evercore performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered, after-tax free cash flows, defined as net operating profit after tax, plus depreciation and amortization, less capital expenditures, plus or minus changes in net working capital and certain other items, that the Company was forecasted to generate during the Company’s fiscal years 2027 through 2036 based on the Projections and the Longer Range Estimates. Evercore calculated terminal values for the Company by applying perpetuity growth rates of 5.0% to 6.0%, which range was selected based on Evercore’s professional judgment and experience, to a terminal year estimate of the unlevered, after-tax free cash flows that the Company was forecasted to generate based on the Projections and the Longer Range Estimates. The cash flows and terminal values in each case were then discounted to present value as of September 30, 2026 using discount rates ranging from 11.5% to 12.5%, which were based on an estimate of the Company’s weighted average cost of capital, and the mid-year cash flow discounting convention. Based on this range of implied enterprise values, the Company’s estimated net debt (calculated as total debt less cash and cash equivalents) as of September 30, 2026, and the number of fully diluted shares of Company common stock, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per share of Company common stock of $160 to $210 (rounded to the nearest dollar), compared to the merger consideration of $205.00 per share of Company common stock.

Evercore reviewed and compared certain financial information of the Company to corresponding financial multiples and ratios for the following selected publicly traded companies (the “selected companies”):

For each of the selected companies, Evercore calculated (i) total enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, less cash and cash equivalents (“TEV”)) as a multiple of estimated calendar year 2027 unlevered, after-tax free cash flow, which we refer to as “CY2027E

uFCF” and (ii) share price as a multiple of estimated calendar year 2027 earnings per share before stock-based compensation expense and amortization of acquired intangibles, which we refer to as “CY2027E EPS”, in each case based on closing share prices as of October 2, 2026. Financial data of the selected companies were calendarized to a December 31 fiscal year and were based on publicly available research analysts’ estimates.

This analysis indicated the following:

Based on the multiples it derived for the selected companies and based on its professional judgment and experience, Evercore applied (i) a TEV / CY2027E uFCF multiple reference range of 14.5x to 20.0x to the Company’s estimated CY2027E unlevered, after-tax free cash flow based on the Projections and (ii) a share price / CY2027E EPS multiple reference range of 14.5x to 20.0x to the Company’s estimated CY2027E earnings per share based on the Projections. Based on the range of implied enterprise values for the TEV / CY2027E uFCF multiples, the Company’s estimated net debt (calculated as total debt less cash and cash equivalents) as of September 30, 2026, and the number of fully diluted shares of Company common stock, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per share of Company common stock of $135 to $191, rounded to the nearest dollar, compared to the merger consideration of $205.00 per share of Company common stock. Based on the range of implied equity values per share for the share price / CY2027E EPS multiples, this analysis indicated a range of implied equity values per share of Company common stock of $137 to $189, rounded to the nearest dollar, compared to the merger consideration of $205.00 per share of Company common stock.

Although none of the selected companies is directly comparable to the Company, Evercore selected these companies because they are publicly traded industrial software and diversified industrial companies that Evercore, in its professional judgment and experience, considered generally relevant to the Company for purposes of its financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Evercore performed an illustrative analysis of the implied present value of the future price per share of Company common stock, which provides an indication of the present value of a theoretical future value of a company’s equity as a function of that company’s estimated unlevered, after-tax free cash flow and its assumed multiple of TEV to next twelve months (“NTM”) unlevered, after-tax free cash flow.

In calculating the implied present value of the future price per share of Company common stock, Evercore first calculated the implied future total enterprise value of the Company by applying illustrative TEV / NTM unlevered, after-tax free cash flow (“TEV / NTM uFCF”) multiples of 18.6x (representing the Company’s current TEV / NTM uFCF multiple) to 20.1x (representing the Company’s one-year average TEV / NTM uFCF multiple) to the Company’s estimated calendar year 2029 unlevered, after-tax free cash flow based on the Projections. Based on

these ranges of implied enterprise values, the Company’s estimated net debt and the number of fully diluted shares of Company common stock, in each case as of December 31, 2028 and as provided by the Company’s management, Evercore calculated a reference range of implied future equity values per share of Company common stock. Evercore then discounted the implied share prices back to October 2, 2026 using a discount rate of 12.5%, which was based on an estimate of the Company’s cost of equity. This analysis indicated a range of implied equity values per share of Company common stock of $186 to $201 (rounded to the nearest dollar), compared to the merger consideration of $205.00 per share of Company common stock.

Using publicly available information, Evercore reviewed selected all-cash transactions and announced bids for control of U.S. public targets with an aggregate transaction value greater than $10 billion announced since 2016. Using publicly available information, Evercore calculated the premiums paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the closing market price per share of the target companies one day prior to announcement of each transaction.

This analysis indicated the following:

Based on the results of this analysis and its professional judgment and experience, Evercore applied a premium range of 20% to 40% to the closing price per share of Company common stock of $144.03 as of October 2, 2026. This analysis indicated a range of implied equity values per share of Company common stock of $173 to $202 (rounded to the nearest dollar), compared to the merger consideration of $205.00 per share of Company common stock.

Evercore reviewed historical trading prices of shares of Company common stock during the twelve-month period ended October 2, 2026, noting that the low and high closing prices during such period ranged from $112 to $206 per share of Company common stock (rounded to the nearest dollar), respectively.

Evercore reviewed selected public market trading price targets for the shares of Company common stock prepared and published by equity research analysts that were publicly available as of October 2, 2026, the last full trading day prior to the delivery by Evercore of its opinion to the Board. These price targets reflect analysts’ estimates of the future public market trading price of the shares of Company common stock at the time the price target was published. As of October 2, 2026, the range of selected equity research analyst price targets per share of Company common stock was $140 to $230 (rounded to the nearest dollar). Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of Company common stock and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of the Company and future general industry and market conditions.

Evercore reviewed financial information related to the following selected transactions involving target companies in the industrial software industry announced since 2016 (the “industrial software selected transactions”). The industrial software selected transactions reviewed by Evercore, and the month and year each was announced, were as follows:

For each of the industrial software selected transactions, Evercore calculated the implied enterprise value (defined as the target company’s implied equity value based on the consideration paid in the applicable transaction plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of each target company’s estimated next twelve months (“NTM”) revenue and last twelve months (“LTM”) earnings before interest, tax, depreciation and amortization (“EBITDA”).

This analysis indicated the following:

Based on the multiples it derived from the selected transactions and based on its professional judgment and experience, Evercore selected a reference range of enterprise value to NTM Revenue multiples of 7.5x to 10.5x and applied this range of multiples to the Company’s ARR as of September 30, 2026. Evercore also selected a reference range of enterprise value to LTM ARR-based EBITDA multiples of 20.0x to 30.0x and applied this range to the Company’s LTM ARR-based EBITDA as of June 30, 2026, in each case based on the financial results for the Company provided by the Company’s management. Based on this range of implied enterprise values, the Company’s estimated net debt (calculated as total debt less cash and cash equivalents) as of September 30, 2026,

and the number of fully diluted shares of Company common stock, in each case as provided by the Company’s management, this analysis indicated ranges of implied equity values per share of Company common stock of $159 to $228 (based on ARR) and $169 to $260 (based on LTM ARR-based EBITDA), compared to the merger consideration of $205.00 per share of Company common stock.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to the Company and none of the selected transactions is directly comparable to the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to the Company for purposes of its financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions.

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Board. In connection with the review of the Merger by the Board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of Company common stock. Further, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company or its advisors. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Board as to the fairness, from a financial point of view, of the merger consideration to the holders of shares of Company common stock. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Board (in its capacity as such) in connection with its evaluation of the proposed Merger. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Board or the Company’s management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of Company common stock.

Pursuant to the terms of Evercore’s engagement letter with the Company, the Company has agreed to pay Evercore a fee for its services in the amount of approximately $120 million, of which $2 million was paid upon

delivery of Evercore’s opinion, and the balance of which will be payable contingent upon the consummation of the Merger. The Company has also agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Evercore and its affiliates have not been engaged to provide financial advisory or other services to the Company and Evercore has not received any compensation from the Company during such period. During the two-year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to a company in which Schneider held a minority interest and received fees for the rendering of these services in the amount of between approximately $3 million and $7 million, none of which fees are related to transactions with or involving the Company. Evercore may provide financial advisory or other services to the Company, Schneider and/or their respective affiliates in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to the Company, Schneider, potential parties to the Merger and their respective affiliates or persons that are competitors, customers or suppliers of the Company or Schneider.

The Company engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Other than the full-year outlook included in PTC’s earnings release filed as an exhibit to the Company’s Current Report on Form 8-K, dated November 5, 2025, and as such outlook was amended on July 29, 2026, PTC does not, as a matter of course, make public projections as to future performance, earnings or other results due to the inherent unpredictability of projections and their underlying assumptions and estimates. Despite this general practice, the Company provided to Schneider (in connection with its due diligence review) and to Evercore (in connection with the preparation of its financial analysis and fairness opinion as described in the section entitled “Opinion of Evercore” beginning on page 40 of this proxy statement) certain prospective financial information concerning the Company’s future financial condition and performance for fiscal years 2026 through 2029. The Projections were prepared by the Company’s management between April 2026 and August 2026 in the ordinary course of the Company’s business. Drafts of the Projections were reviewed with the Board during this period, were approved by the Board on September 10, 2026 and were provided to Schneider in connection with its due diligence and to Evercore (in connection with the preparation of its financial analysis and fairness opinion as described in the section entitled “Opinion of Evercore” beginning on page 40 of this proxy statement). In addition, during this period the Company’s management provided to Evercore in connection with the preparation of its financial analysis and fairness opinion certain longer range estimates of the Company’s future financial condition and performance for fiscal years 2030 through 2036 (the “Longer Range Estimates”). The Longer Range Estimates were prepared by Company management by applying extrapolation assumptions to the Projections and were not prepared using the year-by-year planning process Company management undertook in preparing the Projections.

The Projections and Longer Range Estimates were not prepared with a view toward public disclosure and the summary thereof is included in this proxy statement only because the Projections (i) were made available to the Board in connection with its review of the potential transaction with Schneider and the strategic alternatives of the Company, (ii) were made available to Schneider in connection with its due diligence review, and (iii) together with the Longer Range Estimates, were used by Evercore for purposes of preparing its financial analysis and fairness opinion provided to the Board, as described in the section entitled “Opinion of Evercore” beginning on page 40 of this proxy statement. The summary of the Projections and Longer Range Estimates is not being included in this proxy statement to influence a shareholder’s decision whether to vote in favor of the proposal to approve the Merger Agreement or any other proposal at the Special Meeting. The Projections and Longer Range Estimates may differ from published analyst estimates and forecasts.

The Projections and Longer Range Estimates do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or generally accepted accounting principles (“GAAP”) (and do not include footnote disclosures as may be required by GAAP). No audit firm has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Projections and Longer Range Estimates and, accordingly, no audit firm has expressed an opinion or any other form of assurance with respect thereto.

The Projections and Longer Range Estimates, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain and many of which are beyond the control of the Company’s management. Because the Projections and Longer Range Estimates cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The assumptions upon which the Projections and Longer Range Estimates were based necessarily involve judgments with respect to, among other things, future economic, competitive and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control, including general economic conditions, competition and the risks discussed in this proxy statement under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 21 of this proxy statement. The Projections and Longer Range Estimates also reflect the assumptions as to certain business decisions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Company’s business, competitive environment, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Projections and Longer Range Estimates were prepared. In addition, the Projections and Longer Range Estimates might be affected by the Company’s ability to achieve proposed objectives and targets over the applicable periods. The risk that these uncertainties could cause the assumptions to fail to be reflective of actual results is further increased given the length of time in the future over which these assumptions apply. Any assumptions and projections in early periods, and any deviations therefrom as a result of the factors outlined above or other factors that may become applicable, could have a compounding effect on the Projections and Longer Range Estimates shown for later periods or the difference between the Projections and Longer Range Estimates and actual results for those periods. Thus, any failure of an assumption or projections to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods.

The Projections and Longer Range Estimates treat the Company on a stand-alone basis and without giving effect to, and as if the Company never contemplated, the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

There can be no assurance that the Projections and Longer Range Estimates will be realized, and actual results may vary materially from those shown. The inclusion of the Projections and Longer Range Estimates in this proxy statement should not be regarded as an indication that the Company or any of its affiliates, advisors, officers, directors or representatives considered or consider the Projections and Longer Range Estimates to be predictive of actual future events or events that have occurred since the date of such forecasts, and the Projections and Longer Range Estimates should not be relied upon as such. The Company has not updated the Projections and Longer Range Estimates to reflect management’s current views of the Company or the Company’s future financial performance and the Projections and Longer Range Estimates should not be treated as guidance with respect to the projected results for any period. Neither the Company nor any of its affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ materially from the Projections and Longer Range Estimates, and none of them undertakes any obligation to update or otherwise revise or reconcile the Projections to reflect circumstances existing after the date the Projections and Longer Range Estimates were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Projections and Longer Range Estimates are shown to be in error. The Company does not intend to make publicly available any update or other revision to the Projections and Longer Range Estimates, except as otherwise required by law, and neither the Company, Schneider, nor, after the consummation of the Merger, the Surviving Corporation, undertakes any obligation or otherwise to revise the Projections and Longer Range Estimates after the date hereof, except to the extent required by law. Neither the Company, Schneider nor any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any shareholder of the Company or other person regarding the ultimate performance of the Company compared to the information contained in the Projections

and Longer Range Estimates or that the Projections or Longer Range Estimates will be achieved. The Company has made no representation to Schneider or its affiliates, in the Merger Agreement or otherwise, concerning the Projections and Longer Range Estimates. The Projections and Longer Range Estimates are forward-looking statements, and are expressly qualified in their entirety by the risks and uncertainties identified above and the cautionary statements contained in the Company’s Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC from time to time, which are available on the SEC’s website at www.sec.gov.

Certain of the Projections and Longer Range Estimates (including ARR) are or may be considered non-GAAP financial measures. There are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. No reconciliation of non-GAAP financial measures in the Projections and Longer Range Estimates to GAAP measures was created or used in connection with preparing the Projections and Longer Range Estimates and no such reconciliation of non-GAAP financial measures in the Projections and Longer Range Estimates to GAAP measures was relied upon by the Board or Evercore in connection with their respective evaluations of the Merger.

In light of the foregoing factors and the uncertainties inherent in the Projections and Longer Range Estimates, shareholders are cautioned not to place undue, if any, reliance on the Projections and Longer Range Estimates. Neither the Company, Schneider, nor any of their respective affiliates or representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Projections and Longer Range Estimates.

Certain key assumptions underlying the Projections and Longer Range Estimates include, among other things, the following:

The following is a summary of the Projections and Longer Range Estimates (which summary is not included in this proxy statement to induce any Company shareholder to vote in favor of approving the Merger Proposal or approving the other proposal to be voted on at the Special Meeting):

The following Longer Range Estimates were prepared by Company management by applying extrapolation assumptions to the Projections and were not prepared using the year-by-year planning process Company management undertook in preparing the Projections.

The Projections and Longer Range Estimates should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company.

When considering the recommendation of the Board that you vote to approve the Merger Proposal, you should be aware that the directors and executive officers of PTC may have interests in the Merger that are different from, or in addition to, your interests as a shareholder. The Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be approved by Company shareholders. These interests include the following:

As of October 28, 2026, directors and executive officers of PTC, as a group, beneficially owned 280,991 shares of Company common stock.

Upon the consummation of the Merger, each share of Company common stock outstanding as of immediately prior to the Effective Time that is held by the directors and executive officers of the Company will be converted into the right to receive the merger consideration of $205.

The Company equity awards held by our non-employee directors and executive officers will be subject to the same treatment as all other Company equity awards, as described on page 29 in the section titled “The Merger—Merger Consideration—Treatment of Company Equity Awards.”

As of an assumed May 1, 2027 closing date, the Company equity awards anticipated to be held by our named executive officers and Ms. DiRico (the “Covered Executives”) are set forth in the Golden Parachute Compensation Table on page 53 in the section titled “The Merger—Interests of the Directors and Executive Officers of PTC in the Merger—Golden Parachute Compensation” below. The Company equity awards anticipated to be held by our non-employee directors and executive officers who are not Covered Executives, excluding rights to purchase shares under the Company ESPP held by our executive officers, are as follows:

Each of our executive officers, including each of the Covered Executives other than Mr. Talvitie, is party to an executive agreement, pursuant to which, upon the consummation of the Merger, each executive officer will be entitled to a lump sum payment within 45 days of the consummation of the Merger equal to a pro-rata portion of his or her target annual incentive bonus for the fiscal year in which the Merger is consummated (the “pro-rata bonus”). The pro-rata bonus is calculated based on the percentage of the applicable performance period completed through the date of the consummation of the Merger, with any applicable performance measures deemed met at the target level.

The executive agreements additionally provide that each executive officer would be eligible to receive the following severance payments and benefits upon a qualifying termination, subject to each executive officer’s execution of a general release of claims and continued compliance with restrictive covenant agreements:

In addition, Mr. Barua and the Company have executed a limited good reason waiver, contingent on the occurrence of the closing. Under such limited good reason waiver, for a limited period of time following the closing, changes to Mr. Barua’s role that result solely from his transition from chief executive officer of a stand-alone, publicly traded company to chief executive officer of a non-publicly traded, wholly owned subsidiary of Schneider will not constitute “Good Reason” or “Other Reason” (in each case, as defined in Mr. Barua’s executive agreement) for purposes of Mr. Barua’s existing compensation arrangements with the Company, including his executive agreement, but all of his other Good Reason or Other Reason rights, as applicable, will continue to apply and Mr. Barua can resign for Good Reason or Other Reason at any time following the expiration of his limited good reason waiver and collect his enhanced change in control payments and benefits, as described above and as modified by the terms of the Merger Agreement. In the event of Mr. Barua’s death or Disability (as defined in his executive agreement) prior to the end of this limited period, Mr. Barua will be eligible to receive the greater of all severance or other benefits he would have received upon (a) death or Disability, as applicable, or (b) a termination without Cause under his existing compensation arrangements with the Company.

As of the date of this proxy statement, other than Mr. Barua’s limited good reason waiver, none of our executive officers or directors has had any discussions or negotiations, or entered into any agreement, with Schneider or any of its affiliates regarding the potential terms of their individual employment arrangements or the right to purchase or participate in the equity of Schneider or one or more of its affiliates following the consummation of the Merger. Prior to, or following the consummation of, the Merger, however, certain executive officers and directors may have discussions with, or may enter into agreements with, Schneider, the Company or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, Schneider or one or more of its affiliates after the Effective Time.

In connection with the Merger, the Company will be permitted to establish a cash-based retention program in the aggregate amount of up to $25,000,000 to promote retention (the “retention pool”). All payments under the retention pool will be made in part at the Effective Time and in part within 12 months following the Effective Time, subject to the applicable participant’s continued service through each date of payment; provided that if a participant is terminated without Cause or resigns for Good Reason (each as defined in the Merger Agreement) prior to the date that such participant’s retention award is paid in full, any unpaid portion of the participant’s retention award will immediately vest and become payable within 30 days following the termination of employment. The allocation of the retention pool will be determined by Mr. Barua prior to the Effective Time in good faith consultation with Mr. Blum; provided that no individual allocation will exceed $1,000,000 and no portion of the retention pool may be allocated to Mr. Barua, his direct reports or any Company employee with a title of executive vice president. As of the date of this proxy statement, the participants and the allocation of the retention pool to such participants have not yet been determined.

Under the terms of the Merger Agreement, the Company may take certain reasonable and customary actions prior to the Effective Time to mitigate the potential impact of Sections 280G and 4999 of the Code on certain individuals, including our executive officers. To the extent such mitigation actions are insufficient, we may enter

into tax indemnification or similar agreements with impacted “disqualified individuals” to cover any taxes arising under Sections 280G and 4999 of the Code, subject to an aggregate gross-up cap of $20,000,000 (the “280G gross-ups”). As of the date of this proxy statement, we do not anticipate that any executive officer other than Mr. Barua will receive a 280G gross-up. Whether Mr. Barua receives a 280G gross-up, and in what amount, depends on whether and when he experiences a qualifying termination following the Effective Time.

Certain of the Company PSUs which were granted to each of the Covered Executives (other than Mr. Talvitie) and Jon Stevenson in 2023, 2024 and 2025 (the “November 2026 Vesting PSUs”) will be settled on November 15, 2026, which is their regularly scheduled settlement date with vesting determined based on maximum performance. The number of November 2026 Vesting PSUs settled (at maximum performance) for each of the Covered Executives (other than Mr. Talvitie) is expected to be as follows: Neil Barua: 89,150; Jennifer DiRico: 5,262; Robert Dahdah: 8,972; Aaron von Staats: 20,230; Catherine Kniker: 15,738; and for our other executive officer, Jon Stevenson: 4,846. As these Company PSUs will have vested before the assumed May 1, 2027 closing date, the value of the November 2026 Vesting PSUs held by the Covered Executives is excluded from the amounts reported in the “Equity” column of the Golden Parachute Compensation Table on page 54 in the section titled “The Merger—Interests of the Directors and Executive Officers of PTC in the Merger—Golden Parachute Compensation” below.

The shares of Company common stock received by each of the Covered Executives in connection with the settlement of such November 2026 Vesting PSUs will be reflected in the table set forth in the “Security Ownership of Certain Beneficial Owners and Management” section below.

In accordance with Item 402(t) of Regulation S-K promulgated by the SEC, the table below sets forth the compensation that is based on, or otherwise relates to, the Merger that may be paid or become payable to each of the Covered Executives in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation. The Merger-related compensation payable to these individuals is subject to a non-binding, advisory vote of the Company’s shareholders, as described in the section of this proxy statement titled “Proposal 2: Advisory Vote on Merger-Related Executive Compensation Arrangements.” As of November 3, 2026, the Company’s Covered Executives for purposes of the discussion below are as follows:

The amounts indicated in the table below are estimates of the amounts that would be payable to each Covered Executive in connection with the Merger assuming, solely for purposes of this table, that the Effective Time occurs on May 1, 2027, and in the case of each Covered Executive, that the Covered Executive experiences a qualifying termination, in each case, on or immediately following such date (other than Mr. Talvitie, whose employment with the Company terminated on December 31, 2025).

In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by the Covered Executives in connection with the Merger may materially differ from the amounts set forth below. All such amounts actually payable to each of the Covered Executives will be subject to any applicable withholding.

The Merger Agreement provides that from the Effective Time until the sixth anniversary of the Effective Time, Schneider will cause the surviving corporation to exculpate, indemnify and hold harmless (and will also cause the surviving corporation to advance expenses as incurred), to the fullest extent permitted under applicable law, and in accordance with any indemnification agreements with the Company or any of its subsidiaries in effect on the date of the Merger Agreement, each present and former director and officer of the Company or any of its subsidiaries (collectively referred to as the “indemnified persons”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such indemnified persons’ service as a director or officer of the Company or any of its subsidiaries or services performed by such person or entity at the request of the Company or any of its subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including with respect to the Merger and the other transactions contemplated by the Merger Agreement and actions to enforce the indemnification and insurance provisions of the Merger Agreement. To the fullest extent permitted by applicable law, Schneider will also cause the surviving corporation to pay all reasonable and documented expenses (including legal fees and expenses) of each indemnified person in advance of the final disposition of any such proceeding, subject to receipt from the indemnified person of written affirmation and undertaking, in each case to the extent required by the MBCA, to repay such advances if it is ultimately determined in accordance with applicable law that such indemnified person is not entitled to indemnification. Any indemnified person wishing to claim indemnification or advancement of expenses under the applicable indemnification and insurance provisions of the Merger Agreement, upon learning of any such proceeding, will notify the surviving corporation (but the failure so to notify will not relieve a party from any obligations that it may have under the applicable indemnification and insurance provisions of the Merger Agreement except to the extent such failure materially prejudices such party’s position with respect to such claims). Schneider and the surviving corporation will reasonably cooperate with the indemnified person in the defense of any such matter.

The Merger Agreement also provides that all rights to indemnification, exculpation and advancement and reimbursement of expenses by the Company or any of its subsidiaries existing in favor of the indemnified persons for their acts and omissions as directors and officers occurring prior to the Effective Time, as provided in the Company’s or the applicable subsidiary’s articles of organization, bylaws or similar other organizational documents (as in effect as of the date of the Merger Agreement) and as provided in those indemnification agreements between the Company or the applicable subsidiary and such indemnified persons (as in effect as of the date of the Merger Agreement) will survive the Merger and continue in full force and effect (to the extent such rights to indemnification are available under and consistent with applicable law) for a period of six years following the date on which the Merger becomes effective, and the surviving corporation and its subsidiaries will (and Schneider will cause the surviving corporation and its subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its subsidiaries in respect of such rights of indemnification, exculpation and advancement and reimbursement of expenses. Notwithstanding anything to the contrary within the Merger Agreement, if an indemnified person notifies Schneider on or prior to the sixth anniversary of the Effective Time of a matter for which such indemnified person intends to seek indemnification under the Merger Agreement, the applicable indemnification provisions will continue in effect with respect to that matter until its final disposition.

From the date on which the Effective Time occurs until the sixth anniversary of such date, Schneider will cause the surviving corporation to maintain in effect, for the benefit of the indemnified persons with respect to their acts and omissions as directors and officers occurring prior to the Effective Time, the existing policy of directors’ and officers’ liability insurance maintained by the Company as of the date of the Merger Agreement (the “existing D&O policy”), except that:

The Merger Agreement provides that if any future annual premiums for the existing D&O policy (or any substitute policy therefor) exceed such maximum premium amount in the aggregate, then Schneider may reduce the

amount of coverage of such existing D&O policy (or any substitute policy therefor) to the amount of coverage that can be obtained for a premium equal to the maximum premium. The Merger Agreement provides that Schneider will cause the surviving corporation or, prior to the Effective Time, the Company will have the right to purchase a pre-paid, non-cancellable “tail” policy on the existing D&O policy for a claims reporting or discovery period of six years from the closing date and otherwise on terms and conditions that are no less favorable than the terms and conditions of the existing D&O policy, except that the surviving corporation will not be obligated to, and the Company will not (without the prior written consent of Schneider), expend an amount for such “tail” policy in excess of the maximum premium and if such “tail” policy is purchased, Schneider will cause the surviving corporation to, maintain such “tail” policy in full force and effect, in lieu of the surviving corporation’s obligation to maintain the existing D&O policy or substitute coverage.

The obligation of Schneider to consummate the Merger is not subject to any financing condition. In connection with the Merger, Schneider entered into the mandate letter with the financing sources (together with the syndication letter entered into in connection therewith, the “debt commitment letter”), pursuant to which, and subject to the terms and conditions set forth in the mandate letter, the financing sources have committed to provide debt financing in an aggregate principal amount of $25 billion under the Bridge Facility. The funding of the Bridge Facility is subject to customary conditions, including the execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the debt commitment letter and the consummation of the Merger in accordance with the terms of the Merger Agreement.

Pursuant to the mandate letter, the financing sources have agreed to act as global coordinators, mandated lead arrangers and bookrunners for the Bridge Facility, and Société Générale will act as facility agent (in such capacity, the “facility agent”), in each case on the terms and subject to the conditions set forth in the mandate letter. The mandate letter also provides for the potential syndication of the Bridge Facility by the financing sources.

The Bridge Facility will be made available in U.S. dollars or euros and will bear interest at a floating rate based on the applicable reference rate plus an applicable margin, which is subject to increases over the term of the Bridge Facility. The Bridge Facility will mature on the first anniversary of the earlier of the closing date and the date falling nine months after October 4, 2026. Amounts borrowed under the Bridge Facility may be prepaid without premium or penalty, subject to certain break costs, and amounts repaid or prepaid may not be reborrowed. Schneider’s payment obligations under the Bridge Facility will rank at least pari passu with all its other unsecured and unsubordinated obligations, except for obligations mandatorily preferred by law applying to companies generally.

The availability of the Bridge Facility is subject to certain conditions, including, among others:

In addition, during the applicable certain funds period, subject to the foregoing conditions and certain specified exceptions, the financing sources’ ability to cancel their commitments, refuse to fund borrowings or exercise certain rights and remedies that would prevent or limit the availability of the Bridge Facility will be restricted.

The commitments under the Bridge Facility are subject to mandatory reduction, and borrowings thereunder are subject to mandatory prepayment, from the proceeds of certain debt financings and equity issuances, including issuances of debt securities, term loan financings and increases in Schneider’s share capital, subject to specified exceptions and limitations. Such proceeds will generally be applied first to prepay outstanding borrowings, if any,

and then to permanently reduce any remaining undrawn commitments under the Bridge Facility. On October 20, 2026, Schneider announced the successful placement of 25,000,000 new ordinary shares at a subscription price of €240 per share, representing gross proceeds of €6.0 billion. On October 28, 2026, Schneider announced the successful issuance of €6.0 billion aggregate principal amount of senior unsecured notes under its Euro Medium Term Note program. The net proceeds of the share and note issuances are intended to fund a portion of the Merger consideration and, in accordance with the terms of the Bridge Facility, to reduce the commitments thereunder. Schneider expects to further replace the remaining commitments under the Bridge Facility prior to the closing with the proceeds of the issuance of one or more series of unsecured debt securities.

The Merger Agreement contains certain covenants relating to the debt financing, including obligations of Schneider and Merger Sub to use reasonable best efforts to arrange and obtain the debt financing, obligations of Schneider to obtain alternative financing under certain circumstances and obligations of the Company to provide customary cooperation in connection with the financing. See “Terms of the Merger Agreement—Financing Matters.”

The consummation of the Merger will take place no later than the fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions to the consummation of the Merger (described below under the section entitled “Terms of the Merger Agreement—Conditions to the Consummation of the Merger” beginning on page 88 of this proxy statement) (other than those conditions to be satisfied at the closing) or such other time agreed to in writing by Schneider and PTC.

The Merger will be accounted for as a “business combination” under IFRS 3 for financial accounting purposes.

The following discussion is a summary of certain U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) whose shares of Company common stock are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury regulations promulgated under the Code (“Treasury Regulations”), court decisions, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or to differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion.

This discussion is limited to Company shareholders who hold their shares of Company common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This discussion does not address the U.S. federal income tax consequences of the treatment of Company restricted stock units (including performance-based restricted stock units) or the Company’s employee stock purchase plan in connection with the Merger. In addition, this summary does not describe any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., estate or gift taxation) or any alternative minimum tax or the Medicare net investment income surtax that may be relevant or applicable to a particular holder in connection with the Merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances nor does it address any consequences to holders subject to special rules under U.S. federal income tax law, including, for example:

If a partnership (including any entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Company common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Company common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

No ruling has been or will be sought from the IRS regarding the U.S. federal income tax consequences of the Merger described herein. No assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. IT IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES UNDER STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Company common stock who or that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of Company common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Such U.S. Holder’s gain or loss generally will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss generally will be a capital gain or loss and will be a long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the consummation of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of Company common stock at different times or different prices, such U.S. Holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of Company common stock.

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of Company common stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Subject to the discussion under “Information Reporting and Backup Withholding” below, any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Non-U.S. Holders should consult their tax advisors regarding the tax consequences to them of the Merger.

Information reporting and backup withholding (currently at a rate of 24%) may also apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. Holder that (a) provides a certification of such Non-U.S. Holder’s foreign status on an applicable IRS Form W-8 (or a substitute or successor form) or (b) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the holder’s U.S. federal income tax liability; provided that the holder timely furnishes the required information to the IRS.

Sections 1471 through 1474 of the Code, and the Treasury Regulations and administrative guidance issued thereunder (collectively, “FATCA”), impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules), whether such institution is the beneficial owner or an intermediary, unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally imposes a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity, whether such entity is the beneficial owner or an intermediary, unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. The U.S. Treasury Department has released proposed Treasury Regulations which, if finalized in their present form, would eliminate the FATCA withholding applicable to the gross proceeds of a sale or other disposition of Company common stock. In its preamble to such proposed Treasury Regulations, the U.S. Treasury Department stated that taxpayers generally may rely on the proposed Treasury Regulations until final regulations are issued. Holders of Company common stock are urged to consult with their tax advisors regarding the possible implications of FATCA on the disposition of Company common stock pursuant to the Merger.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. IT IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH FOR THEIR SHARES OF COMPANY COMMON STOCK PURSUANT TO THE MERGER UNDER ANY U.S. FEDERAL, STATE, NON-U.S., LOCAL OR OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Under the Merger Agreement, the Merger cannot be completed until the applicable waiting period under the HSR Act, has expired or been terminated, or all requisite consents, directions or orders required to consummate the Merger pursuant thereto have been obtained. For more information, please see the section entitled “Terms of the Merger Agreement— Regulatory Approvals and Related Matters” beginning on page 79 of this proxy statement.

At any time before or after the consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”) could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger, seeking divestiture of

substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the consummation of the Merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the consummation of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

The consummation of the Merger is further conditioned upon obtaining CFIUS approval, which is defined to include:

The Company and Schneider derive revenues and have assets in other jurisdictions where clearances or approvals by antitrust authorities and relevant authorities under certain foreign investment laws are necessary or recommended. The Merger cannot be consummated until the foreign regulatory waiting period condition and the governmental authorization condition have been satisfied or waived. The consummation of the Merger is conditioned upon the clearance or approval by antitrust authorities and relevant authorities under foreign direct investment laws in certain specified jurisdictions, including in the U.S. under the HSR Act and in the European Union by the European Commission under Council Regulation (EC) No. 139/2004 on the control of concentrations between undertakings and Regulation (EU) 2022/2560 of the European Parliament and of the Council of December 14, 2022 on foreign subsidies distorting the internal market. The Merger cannot be completed until the Company and Schneider obtain clearance to consummate the Merger or the applicable waiting periods have expired or been terminated in such jurisdictions.

There can be no assurances that all of the required regulatory approvals will be obtained and, if obtained, there can be no assurances as to the timing of any approvals, Schneider’s or the Company’s ability to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals.

As of the date of this proxy statement, the parties have filed a voluntary draft CFIUS notice seeking approval of the Merger and a declaration under the HSR Act.

As of the date of this proxy statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to PTC,

including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is the absence of certain temporary restraining orders, preliminary or permanent injunctions or other orders preventing the consummation of the Merger issued by certain governmental bodies or legal requirements in certain jurisdictions that make consummation of the Merger illegal. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

The following discussion summarizes certain material provisions of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the Merger Agreement and not by this summary. This summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement. The Company urges you to read carefully this entire proxy statement, including the Annexes, before making any decisions regarding the Merger.

The Merger Agreement has been included to provide you with information regarding its terms, and the Company recommends that you read the Merger Agreement carefully and in its entirety. Except for its status as the contractual document that establishes and governs the legal relations among the parties with respect to the Merger, the Company does not intend for the Merger Agreement to be a source of factual, business or operational information about the Company, Schneider or Merger Sub. The representations and warranties described below and included in the Merger Agreement were made by the Company, Schneider and Merger Sub to each other as of specific dates. The assertions contained in those representations and warranties were made solely for purposes of the Merger Agreement and may be subject to important qualifications and limitations agreed to by the Company, Schneider and Merger Sub in connection with negotiating the terms of the Merger Agreement, which you should consider as you read the representations and warranties in the Merger Agreement. The representations and warranties are qualified in their entirety by certain information the Company filed with the SEC prior to the date of the Merger Agreement, as well as by confidential disclosure letters that the Company and Schneider delivered to each other in connection with the execution of the Merger Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to Company shareholders, and the representations and warranties may have been used for the purpose of allocating risk between the Company, on the one hand, and Schneider and Merger Sub, on the other hand, rather than establishing matters as facts.

Accordingly, you should not rely on the representations and warranties in the Merger Agreement as characterizations of the actual state of facts about the Company, Schneider or Merger Sub, and you should read the information provided elsewhere in this proxy statement and in the documents that are included into this proxy statement for information regarding the Company and its business. See “Where You Can Find More Information.”

Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, whereupon the separate existence of Merger Sub will cease and the Company will continue as the surviving corporation in the Merger. The Merger will have the effects set forth in the Merger Agreement and the applicable provisions of the MBCA. At the Effective Time, unless otherwise mutually agreed by Schneider and the Company prior to the Effective Time, the articles of organization of the surviving corporation will be amended and restated to conform to Exhibit B of the Merger Agreement, and the bylaws of the surviving corporation will be amended and restated to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, and will conform with the rights and responsibilities of the surviving corporation under the Merger Agreement. Unless otherwise mutually agreed by Schneider and the Company prior to the Effective Time, the directors and officers of the surviving corporation immediately after the Effective Time will be the respective individuals who were the directors and officers of Merger Sub immediately prior to the Effective Time.

The Merger Agreement provides that the consummation of the Merger will take place on a date to be jointly designated by Schneider and the Company, which will be no later than the fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions to the consummation of the Merger set forth in the Merger Agreement (other than the conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions at the closing), or at such other place, time or date as Schneider and the Company may agree in writing.

The Merger Agreement provides that the Merger will become effective at the time of the filing of the duly executed articles of merger with the Secretary of the Commonwealth of Massachusetts or at such later time as may be mutually agreed by Schneider and the Company in writing and specified in the articles of merger.

The Merger Agreement provides that, at the Effective Time, each share of Company common stock outstanding immediately prior to the Effective Time (other than shares of Company common stock held by the Company, wholly owned subsidiaries of the Company, in the Company’s treasury or by Schneider, Merger Sub or any other wholly owned subsidiary of Schneider, and any shares held by shareholders who have properly exercised and perfected their demands for appraisal of such shares in accordance with the MBCA, if applicable) will be converted into the right to receive $205 in cash, without interest (the “merger consideration”).

The Merger Agreement provides that, at the Effective Time, any shares of Company common stock held by the Company, wholly owned subsidiaries of the Company, in the Company’s treasury or by Schneider, Merger Sub or any other wholly owned subsidiary of Schneider immediately prior to the Effective Time will be canceled and retired and will cease to exist, and no consideration will be delivered in exchange for such shares. Any shares of Company common stock held by shareholders who are entitled to and have properly exercised and perfected appraisal rights under the MBCA, if applicable, will be treated in accordance with the applicable provisions of the MBCA, as described under “Appraisal Rights.” The Merger Agreement also provides that each share of common stock of Merger Sub outstanding immediately prior to the Effective Time will be converted into one share of common stock of the surviving corporation.

The Merger Agreement provides that if, between the date of the Merger Agreement and the Effective Time, the outstanding shares of Company common stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, or if a stock dividend is declared by the Company during such period, or a record date with respect to any such event occurs during such period, then the merger consideration will be adjusted to the extent appropriate to provide the same economic effect as contemplated by the Merger Agreement prior to such action.

The Merger Agreement provides for the following treatment of outstanding Company equity awards:

With respect to the Company ESPP, and pursuant to the Merger Agreement, the Board has adopted resolutions and will take necessary or required actions such that:

The Merger Agreement provides that, on or prior to the closing date, Schneider will select Schneider’s transfer agent (after consultation with the Company) or another reputable bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger. The Merger Agreement also provides that, at or promptly after the Effective Time, Schneider will deposit (or cause to be deposited) with the paying agent cash sufficient to make payments of the entire merger consideration (such cash, the “exchange fund”).

The Merger Agreement provides that, promptly after the Effective Time, Schneider will cause the paying agent to mail to persons who, as of the Effective Time, were record holders of Company stock certificates a notice advising such holder of the effectiveness of the Merger, a letter of transmittal in customary form as reasonably

acceptable to each of Schneider, the Company and the paying agent, including a provision confirming that delivery of a Company stock certificate will be effected, and risk of loss and title to such Company stock certificate will pass, only upon proper delivery of such Company stock certificate to the paying agent, and instructions for use in effecting the surrender of Company stock certificates in exchange for merger consideration. The Merger Agreement further provides that, upon surrender of a Company stock certificate to the paying agent, together with the delivery of a duly executed letter of transmittal and such other customary documents as may be reasonably required by the paying agent, Schneider will cause the paying agent to mail to such person, as promptly as reasonably practicable thereafter, a check in the amount (after giving effect to any required tax withholdings) equal to the merger consideration multiplied by the number of shares of Company common stock formerly represented by such Company stock certificate, in full satisfaction of all rights pertaining to such shares, and the Company stock certificate so surrendered will be canceled. The Merger Agreement further provides that, until surrendered in accordance with the Merger Agreement, from and after the Effective Time, each Company stock certificate will be deemed to represent only the right to receive merger consideration.

Under the Merger Agreement, holders of uncertificated shares of Company common stock will not be required to deliver Company stock certificates or an executed letter of transmittal to the paying agent to receive the merger consideration with respect to such uncertificated shares. The Merger Agreement provides that, upon receipt of an “agent’s message” in customary form after the Effective Time with respect to such holder, Schneider will cause the paying agent to mail to such person, as promptly as reasonably practicable thereafter, a check in the amount (after giving effect to any required tax withholdings) equal to the merger consideration multiplied by the number of uncertificated shares of Company common stock transferred, in full satisfaction of all rights pertaining to such shares, and such uncertificated shares so transferred will be canceled. The paying agent will accept transferred uncertificated shares of Company common stock upon compliance with such reasonable instructions as the paying agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. The Merger Agreement further provides that, until transferred in accordance with the Merger Agreement, from and after the Effective Time, each uncertificated share of Company common stock will be deemed to represent only the right to receive merger consideration.

Under the Merger Agreement, in the event of a transfer of ownership of any shares of Company common stock which are not registered in the transfer records of the Company, payment of the merger consideration may be made to a person other than the holder in whose name the Company stock certificate formerly representing such shares or uncertificated Company shares is registered if any such Company stock certificate is properly endorsed or otherwise in proper form for transfer, and such holder has paid any fiduciary or surety bonds and any transfer or other similar taxes required by reason of the payment of such merger consideration to a person other than such holder (or has established to the reasonable satisfaction of Schneider that such bonds and taxes have been paid or are not applicable).

The Merger Agreement provides that any portion of the exchange fund that remains undistributed to former holders of shares of Company common stock as of the date that is 12 months after the date on which the Merger becomes effective will be delivered to Schneider upon demand, and any former holders of shares of Company common stock who have not surrendered their Company stock certificates or transferred their uncertificated shares of Company common stock may thereafter look only to Schneider for satisfaction of their claims for merger consideration. If a Company stock certificate has not been surrendered, or an uncertificated share has not been transferred, by the earlier of the fifth anniversary of the date on which the Merger becomes effective and the date immediately prior to the date on which the merger consideration that such Company stock certificate or uncertificated share represents the right to receive would otherwise escheat to or become the property of a governmental body, then such merger consideration will, to the extent permitted by applicable law, become Schneider’s property free and clear of the claims or interests of any person previously entitled to it. Neither Schneider, the surviving corporation nor the paying agent will be liable for merger consideration delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

The Merger Agreement provides that, if any Company stock certificate has been lost, stolen or destroyed, then Schneider may, in its discretion and as a condition to the payment of any merger consideration, require the owner of

such lost, stolen or destroyed Company stock certificate to provide an appropriate affidavit and to deliver a bond (in such reasonable amount as Schneider may direct) as indemnity against any claim that may be made against the paying agent, Schneider or the surviving corporation with respect to such Company stock certificate. The Merger Agreement further provides that no interest will be paid or will accrue on any merger consideration payable to holders of Company stock certificates or in respect of uncertificated Company shares.

The Merger Agreement provides that each of the Company, Schneider, the surviving corporation and the paying agent will be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to the Merger Agreement such amounts as may be required under law to be deducted or withheld therefrom under any law and will be entitled to timely request any necessary tax forms to minimize any such deductions or withholdings, including IRS Form W-9 or the appropriate series of IRS Form W-8, as applicable, or any similar forms, from the Company or any other person before a payment is made to the Company or such other person, as applicable, pursuant to the Merger Agreement. The Merger Agreement further provides that amounts so deducted or withheld and timely paid to the appropriate governmental body will be treated for all purposes of the Merger Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

The Company, Schneider and Merger Sub made representations and warranties in the Merger Agreement regarding themselves and their respective subsidiaries that are subject, in some cases, to certain exceptions and qualifications contained in the Merger Agreement (including “knowledge” and materiality qualifications and qualifications referring to dollar thresholds) and are further modified and limited by confidential disclosure letters delivered by the Company and Schneider to each other. Certain of the representations and warranties made by the Company are also subject to, and qualified by, certain information the Company filed with the SEC on or after January 1, 2024 and at least two business days before the date of the Merger Agreement.

The representations and warranties made by each of the Company and Schneider relate to the following subject matters, among other things:

The representations and warranties made solely by the Company relate to the following subject matters, among other things:

The representations and warranties made solely by Schneider relate to the following subject matters, among other things:

Several of the representations, warranties, closing conditions and termination provisions contained in the Merger Agreement are qualified by or refer to the concept of a material adverse effect. For purposes of the Merger Agreement, a “material adverse effect” on the Company means any effect, change, development, event or circumstance that, considered individually or together with all other effects, changes, developments, events and circumstances, has had or resulted in, or would reasonably be expected to have or result in, a material adverse effect on the business, financial condition, operations or financial performance of the Company and its subsidiaries, taken as a whole; provided, however, that none of the following in and of themselves will be deemed to constitute a material adverse effect on the Company or be taken into account in determining whether a material adverse effect on the Company has occurred or would reasonably be expected to occur:

The Company has agreed to certain covenants in the Merger Agreement relating to the conduct of its business during the pre-closing period. Under the Merger Agreement, during such period, except as may be required by applicable legal requirements, with the prior written consent of Schneider (not to be unreasonably withheld, conditioned or delayed), as expressly required by the Merger Agreement or as specifically scheduled, the Company has agreed that it will, and will cause each of its subsidiaries to:

In addition, under the Merger Agreement, during the pre-closing period, except as may be required by applicable legal requirements, with the prior written consent of Schneider (which will not be unreasonably withheld, conditioned or delayed), as expressly required by the Merger Agreement or as specifically scheduled, the Company has agreed that it will not, and will cause its subsidiaries not to:

Under the Merger Agreement, subject to certain exceptions described below, the Company has agreed that, during the pre-closing period, it will not, and will cause its subsidiaries and its and their respective directors, officers and employees not to, and to use reasonable best efforts to cause its and their respective other representatives not to, in each case, directly or indirectly, take any of the following actions:

Under the Merger Agreement, the Company has also agreed that it will, and will cause each of its subsidiaries and its and their respective directors, officers and employees to, and will use its reasonable best efforts to cause its and their respective other representatives to, immediately cease and cause to be terminated any existing solicitation, encouragement or assistance of, or discussions or negotiations with, any person or entity relating to any acquisition proposal or acquisition inquiry. Under the Merger Agreement, the Company has also agreed that it will promptly (and in any event within two business days) after the date of the Merger Agreement: require each person or entity that has executed a confidentiality or similar agreement in connection with such person’s or entity’s consideration of a possible acquisition proposal or acquisition inquiry within 18 months prior to the date of the Merger Agreement to return or destroy all confidential information previously furnished to such person or entity by or on behalf of the Company or any of its subsidiaries, and terminate any third party’s (other than Schneider and its subsidiaries and their respective representatives) access to any physical or electronic data room set up in response to or in connection with any actual or contemplated acquisition proposal or acquisition inquiry.

Under the Merger Agreement, the Company has further agreed that it will not, and will ensure that its subsidiaries do not, release or permit the release of any person or entity from, or amend, waive or permit the amendment or waiver of any provision of, any “standstill” or similar agreement or provision to which the Company or any of its subsidiaries is or becomes a party or under which the Company or any of its subsidiaries has or acquires any rights, except that the Company may release a person or entity from, or amend or waive any provision of, any “standstill” agreement or provision to allow such person or entity to make, or amend, an acquisition proposal confidentially to the Board and the Company will not be required to enforce, and will be permitted to waive, any anti-clubbing, anti-lockup or other provisions having a similar effect, restrictions on engaging representatives or working with potential financing sources or similar provisions of any standstill or confidentiality agreement.

Under the Merger Agreement, the Company acknowledges and agrees that any action taken by any representative of the Company or any of its subsidiaries which, if taken by the Company, would constitute a breach of any of the foregoing provisions or the provisions described in “The Merger Agreement – Company Shareholders’ Meeting; Company Board Recommendation – Company Board Recommendation” will be deemed to constitute a breach of such provision by the Company.

The covenants and obligations of the Company referred to in this section “No Solicitation by the Company” are referred to herein as the “no-shop covenants.”

Under the Merger Agreement, prior to the approval of the Merger Agreement by the required Company shareholder vote, but subject to compliance with certain provisions in the Merger Agreement, the Company may furnish non-public information regarding the Company and its subsidiaries to, and may enter into discussions or negotiations with, any person or entity (and its representatives) in response to an unsolicited written acquisition proposal that is received by the Company from, or on behalf of, such person or entity after the date of the Merger Agreement (and not withdrawn) if:

Under the Merger Agreement, if the Company, any of its subsidiaries or any of its or their representatives receives an acquisition proposal or an acquisition inquiry at any time during the pre-closing period, the Company has agreed to promptly (and in no event more than 24 hours after receipt thereof) advise Schneider in writing of such acquisition proposal or acquisition inquiry (including the identity of the person or entity making or submitting such acquisition proposal or acquisition inquiry and the material terms and conditions thereof) and provide Schneider with copies of all relevant documents and communications received by the Company or any of its representatives setting forth the material terms and conditions of such acquisition proposal or acquisition inquiry. Under the Merger Agreement, the Company has also agreed to keep Schneider reasonably informed on a reasonably current basis with respect to the status of any such acquisition proposal or acquisition inquiry and any modification thereto and to promptly (and in no event later than 24 hours after transmittal or receipt of any correspondence or communication) provide Schneider with a copy of any material written correspondence or communication between or involving the Company or any representatives of the Company, on the one hand, and the person or entity that made or submitted such acquisition proposal or acquisition inquiry or any representative of such person or entity, on the other hand, relating to such acquisition proposal or acquisition inquiry.

For purposes of this proxy statement and the Merger Agreement:

Under the Merger Agreement, the Company has agreed:

Under the Merger Agreement, the Company will in consultation with Schneider, set a record date for persons or entities entitled to notice of, and to vote at, the Special Meeting and not to change such record date without the prior written consent of Schneider, ensure that all proxies solicited in connection with the Special Meeting are solicited in compliance with all applicable legal requirements and provide Schneider with reasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing daily voting reports in the last seven days prior to the Special Meeting).

Under the Merger Agreement, the Company has also agreed not to postpone or adjourn the Special Meeting without the prior written consent of Schneider, other than:

However, under the Merger Agreement, the Company may postpone or adjourn the Special Meeting up to three times for up to 10 days each time and will postpone or adjourn the Special Meeting up to three times for up to 10 days each time if Schneider requests such postponement or adjournment, in each case, in order to permit the solicitation of additional proxies in favor of the approval of the Merger Agreement. The Merger Agreement provides

that the Company may also postpone or adjourn the Special Meeting to the extent necessary to allow the notice and negotiation periods contemplated by the Board recommendation covenants, plus one business day. Subject to certain provisions under the Merger Agreement, the Company has agreed to use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the approval of the Merger Agreement as soon as reasonably practicable.

The Board has unanimously: (i) determined that it was fair to and in the best interests of the Company and its shareholders, and declared it advisable, to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement, including the Merger, on the terms set forth in the Merger Agreement; (ii) approved and adopted the Merger Agreement; and (iii) recommended that Company shareholders approve the Merger Agreement by voting “FOR” the Merger Proposal at the Special Meeting.

The Merger Agreement provides that, subject to certain exceptions, the Board (including any committee thereof) may not:

The covenants and obligations of the Company referred to in this section “Company Shareholders’ Meeting; Company Board Recommendation—Company Board Recommendation” are referred to herein as the “Board recommendation covenants.”

The Merger Agreement provides that, prior to the approval of the Merger Agreement by the required Company shareholder vote:

For purposes of the first bullet above, under the Merger Agreement, any change in the form or amount of the consideration payable in connection with a superior offer, and any other material change to any of the terms of a superior offer, will be deemed to be a new superior offer, requiring a new recommendation change notice and a new advance notice period, except that the advance notice period applicable to any such change to a superior offer will be 72 hours rather than 120 hours.

Under the Merger Agreement, subject to the Company’s right to terminate the Merger Agreement, the Company’s obligation to call, give notice of and hold the Special Meeting will not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any superior offer or other acquisition proposal, by any change in circumstances or by any withdrawal or modification of the Company board recommendation. Under the Merger Agreement, the Company also agreed that, unless the Merger Agreement is terminated in accordance with its terms, the Company will not submit any acquisition proposal to a vote of Company shareholders.

Under the Merger Agreement, each of Schneider and the Company has agreed to file, as soon as practicable and advisable after the date of the Merger Agreement, all notices, reports and other documents required to be filed by such party with any governmental body with respect to the Merger and the other transactions contemplated by the Merger Agreement, and to submit promptly any additional information requested by any such governmental body. The Merger Agreement provides that, without limiting the generality of the foregoing, Schneider and the Company have agreed to undertake, among other things, the following actions:

The Merger Agreement provides that Schneider and the Company will jointly prepare and file with CFIUS, as promptly as practicable, a draft notice relating to the transactions contemplated by the Merger Agreement and, as promptly as practicable after receiving comments on the draft notice from CFIUS, jointly file a formal notice with CFIUS. Schneider will be solely responsible for paying the CFIUS filing fee. Each of Schneider and the Company has agreed to cooperate and provide CFIUS with any additional or supplemental information requested by CFIUS within the timeframes permitted by CFIUS, and to use reasonable best efforts to provide as promptly as practicable to the other party and to CFIUS any additional or supplemental information and documentary material as may be necessary, proper or advisable in connection with preparation and submission of the filings and to achieve CFIUS approval, permit the other party to review reasonably in advance any communications proposed to be given by it to CFIUS, consult in advance of and, to the extent permitted, permit the other party to participate in meetings with CFIUS, and keep each other timely apprised of the status and content of any communications with and any inquiries or requests for additional information or documentary material from CFIUS.

The Merger Agreement provides that, subject to the confidentiality agreement between the Company and Schneider, Schneider and the Company each will promptly supply the other with any information which may be required in order to effectuate any filings (including applications) or submissions pursuant to (and to otherwise comply with its obligations under) the Merger Agreement. Each of Schneider and the Company may reasonably designate material provided to the other party as “outside counsel only” or “counsel only” as necessary to comply with legal or contractual arrangements and/or as necessary to address reasonable privilege, legal, confidentiality or competitive sensitivity concerns, and such materials and the information contained therein will only be provided to the outside and in-house legal counsel and advisors of the receiving party to whom such materials or information is necessary to be provided and will not be disclosed by such counsel or advisors to others at the receiving party without the disclosing party’s express prior written consent.

The Merger Agreement provides that Schneider will control and direct all aspects of the parties’ efforts to seek and secure any actions or consents of any governmental body with respect to the Merger and the other transactions contemplated by the Merger Agreement, including with respect to any filings, notifications, submissions and communications with any governmental body (including any requesting authority), in each case after consultation in good faith with the Company and taking into account in good faith the Company’s views; provided, that neither party will participate in any substantive meeting, communication, discussion or negotiation with any governmental body (including any requesting authority) in connection with the Merger Agreement and the Merger unless such party gives the other party prior notice of, consults with the other party in good faith in advance of, and, to the extent not prohibited by such governmental body, gives the other party the opportunity to attend and participate in, such meeting, communication, discussion or negotiation. In the event of any dispute between Schneider and the Company relating to strategy in connection with seeking and securing regulatory approvals, the dispute will be escalated first to the chief legal officers and chief financial officers of Schneider and the Company, who will discuss the dispute and relevant issues together in good faith, and then, if not resolved, to their chief executive officers who will discuss the dispute and relevant issues together in good faith, and, if the dispute is still not resolved, Schneider will have the right to make the final determination. Schneider has the right to commit to or agree with any governmental body to stay, toll or extend any applicable waiting period under the HSR Act, any applicable foreign antitrust or competition law or regulation or any applicable foreign investment law, after consulting with the Company in good faith; provided that Schneider will not commit to or agree to stay, toll or extend any such waiting period or to delay the consummation of the Merger if such commitment or agreement would reasonably be expected to delay the consummation of the Merger beyond the end date (as extended to the maximum extent contemplated by the Merger Agreement). The Merger Agreement provides that the Company will not, without the prior written consent of Schneider, directly or indirectly (a) stay, toll or extend any waiting period under the HSR Act, any applicable foreign antitrust or competition law or regulation or any applicable foreign investment law, (b) withdraw its initial filing

pursuant to the HSR Act, any applicable foreign antitrust or competition law or regulation or any applicable foreign investment law, as the case may be, or refile any of them, or (c) commit to or agree with any governmental body to delay or not to consummate the Merger or any of the other transactions contemplated by the Merger Agreement.

The Merger Agreement provides that, except where prohibited by applicable legal requirements or any governmental body, and subject to the confidentiality agreement between the Company and Schneider and certain other limitations on sharing certain types of information set forth in the Merger Agreement, each of Schneider and the Company will:

Under the Merger Agreement, each of the Company and Schneider has also agreed to notify the other party promptly upon the receipt of:

The Merger Agreement provides that, in addition, whenever any event occurs that is required to be set forth in an amendment or supplement to any filing or submission required to be made pursuant to the Merger Agreement, each of the Company and Schneider will (promptly upon learning of the occurrence of such event) inform the other party of the occurrence of such event and cooperate in filing with or submitting to the applicable governmental body such amendment or supplement.

The Merger Agreement provides that, subject to certain limitations in the Merger Agreement, each of Schneider and the Company will use its reasonable best efforts to take, or cause to be taken, all actions necessary to

consummate the Merger and make effective the other transactions contemplated by the Merger Agreement on a timely basis. The Merger Agreement provides that, without limiting the generality of the foregoing, but subject to certain limitations in the Merger Agreement, each of Schneider and the Company has agreed to use its reasonable best efforts to:

The Merger Agreement also provides that each of the Company and Schneider will consult with the other party in good faith with respect to the foregoing matters, and will use reasonable best efforts to keep the other party apprised of the status of matters relating to the consummation of the transactions contemplated by the Merger Agreement.

The Merger Agreement provides that, without limiting the generality of the foregoing, but subject to certain limitations in the Merger Agreement, Schneider’s obligations with respect to any consents referred to in the HSR waiting period condition, the foreign regulatory waiting period condition and the governmental authorization condition will include, in each case, to the extent necessary to obtain such consents:

The Merger Agreement provides that, in furtherance of the foregoing, to the extent necessary and practicable, Schneider has agreed to negotiate in good faith with all applicable governmental bodies any divestiture remedy or behavioral remedy contemplated by the immediately preceding sentence in connection with obtaining any consent referred to in the HSR waiting period condition, the foreign regulatory waiting period condition or the governmental authorization condition prior to the initiation of a regulatory proceeding (as defined below) by any governmental body and continue such negotiations in the event a regulatory proceeding is initiated.

The Merger Agreement further provides that, at the request of Schneider, the Company will cause the divestiture, holding separate or taking of any other action with respect to any of the businesses, product lines or assets of the Company and its subsidiaries (provided that any such action is conditioned upon the consummation of the Merger). If a specified governmental body (as defined below) or a third party commences a judicial or administrative proceeding under any applicable antitrust or competition legal requirement or foreign investment law challenging, or seeking to restrain or prohibit the consummation of, the Merger or any of the other transactions contemplated by the Merger Agreement (any such judicial or administrative proceeding, referred to as a “regulatory proceeding”), Schneider and the Company will contest, defend and/or appeal such proceeding on the merits.

The Merger Agreement provides that, notwithstanding anything to the contrary therein:

The Merger Agreement also provides that during the pre-closing period, other than certain specified transactions already entered into by Schneider or any of its subsidiaries, or except with the prior written consent of the Company, Schneider and its subsidiaries will not acquire any business or assets of another person or entity, whether by merger, consolidation, purchase of property or assets (including equity interests) or otherwise, if the taking of such action would reasonably be expected (at the time such action is taken) to prevent, materially delay or impede the consummation of the Merger (including by imposing any material delay in the obtaining of, or materially increasing the risk of not obtaining, any consent of any governmental body necessary to consummate the Merger or the expiration or termination of any applicable waiting period; materially increasing the risk of any governmental body entering an order prohibiting the consummation of the Merger; or materially increasing the risk of not being able to remove any such order on appeal or otherwise).

For purposes of the Merger Agreement, a “burdensome condition” is defined as any divestiture remedy, behavioral remedy or other action:

For purposes of the Merger Agreement, a “specified governmental body” is defined as any governmental body that has jurisdiction over: the Company, Schneider, Merger Sub or any of their respective subsidiaries that own assets that constitute or account for 10% or more of the consolidated net revenues, consolidated net income or consolidated assets of the Company and all of its subsidiaries, taken as a whole, or Schneider and all of its subsidiaries, taken as a whole, respectively; any business or asset of the Company or its subsidiaries that is material to the Company and its subsidiaries, taken as a whole; or any business or asset of Schneider or any of its subsidiaries that is material to Schneider and its subsidiaries, taken as a whole.

Schneider has delivered to the Company a copy of an executed debt commitment letter, by and among Schneider and the financing sources, pursuant to which the financing sources have committed, subject solely to the

conditions expressly set forth in the debt commitment letter and the terms thereof, to provide the amounts set forth therein for purposes of funding the transactions contemplated by the Merger Agreement on the closing date (such financing referred to as the “debt financing”).

Under the Merger Agreement, to the extent necessary to secure the funds required to satisfy all financing uses specified in the Merger Agreement at closing, taking into account all other sources of cash available to Schneider on the closing date, each of Schneider and Merger Sub has agreed to, and to cause its respective representatives to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the debt financing on or prior to the closing, on the terms and subject solely to the conditions (including, to the extent applicable, the “market flex” provisions) described in the debt commitment letter, including using its reasonable best efforts to:

The Merger Agreement provides that Schneider will not agree to any amendments, restatements, supplements or modifications to, obtain any replacement of, or waive any of its rights under, the debt commitment letter or the definitive debt financing agreements, in whole or in part, without the prior written consent of the Company if any such amendment, restatement, supplement, replacement, modification or waiver of the debt commitment letter or the definitive debt financing agreements would:

Notwithstanding the foregoing, Schneider may amend, restate, modify or supplement the debt commitment letter or the definitive debt financing agreements to add lenders, lead arrangers, bookrunners, underwriters, syndication agents or similar entities that had not executed the debt commitment letter as of the date of the Merger Agreement, to provide for the assignment and reallocation to such entities of a portion of the debt financing commitments contained in the debt commitment letter or the definitive debt financing agreements and to grant customary approval rights to such additional arrangers and other entities in connection with such appointments as expressly set forth in the debt commitment letter, in each case, without the Company’s consent.

The Merger Agreement also provides that, in the event that all or any portion of the debt financing becomes, or is expected to become, unavailable for any reason, such that the proceeds thereof, together with all other sources of cash available to Schneider on the closing date, would be insufficient for the satisfaction of all of Schneider’s payment obligations under the Merger Agreement due on the closing date, Schneider will notify the Company in

writing thereof as promptly as practicable after obtaining knowledge thereof and take, or cause to be taken, all actions and do, or cause to be done, all things necessary to promptly arrange and obtain alternative financing in an amount sufficient, together with all other sources of cash available to Schneider on the closing date, for the satisfaction of all of Schneider’s payment obligations under the Merger Agreement due on the closing date; except that such alternative financing will not include any conditions precedent that would reasonably be expected to materially delay or impair the likelihood of the closing and, without the prior written consent of the Company, will not include certain prohibited conditions.

Under the Merger Agreement, Schneider has agreed it will, and will cause its representatives to, keep the Company informed as promptly as practicable upon written request in reasonable detail of the status of its efforts to arrange the debt financing. Schneider is also required to provide the Company with copies of certain amendments relating to the debt financing upon written request and prompt written notice of specified defaults, breaches, terminations and disputes relating to the debt financing.

Under the Merger Agreement, during the pre-closing period, the Company will, and will ensure that each of its subsidiaries and its and their respective representatives will, use reasonable best efforts to provide to Schneider all cooperation reasonably requested by Schneider in connection with the debt financing and any capital markets issuance, subject to certain customary exceptions in the Merger Agreement, and the Company has consented to the use of its and each of its subsidiaries’ logos in connection with the debt financing, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its subsidiaries or the reputation or goodwill of the Company or any of its subsidiaries.

Under the Merger Agreement, Schneider has agreed to, promptly upon request by the Company (and, in any event, within 30 days), reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company in order to comply with its obligations related to the arrangement of the debt financing and indemnify, defend, and hold harmless the Company, each of its subsidiaries and each of their respective representatives from, against and in respect of any and all claims, debts, losses, expenses, proceedings, covenants, suits, judgments, damages, actions and causes of actions, obligations, accounts and liabilities resulting from, or that exist or arise due to, the activities of Schneider and its representatives in connection with the debt financing, except to the extent such claims, debts, losses, expenses, proceedings, covenants, suits, judgments, damages, actions and causes of actions, obligations, accounts and liabilities result from (a) the gross negligence or willful misconduct of such indemnified persons or entities or (b) historical information provided by or on behalf of the Company or any of its subsidiaries.

The Merger Agreement provides that Schneider and Merger Sub have acknowledged and agreed that neither Schneider’s nor Merger Sub’s obligations under the Merger Agreement are conditioned in any manner upon Schneider or Merger Sub obtaining the debt financing or any other financing.

The Merger Agreement provides that, during the pre-closing period, the Company is required to use reasonable best efforts to, among other things, obtain customary payoff letters (in form and substance reasonably acceptable to Schneider) at or prior to closing and such other documents reasonably requested by Schneider or the financing sources relating to the termination of the obligations under the Company’s credit agreement and the payment of the amounts payable thereunder or any other material indebtedness for borrowed money incurred by the Company prior to the closing and the release of any related liens.

The Merger Agreement also provides that Schneider or one of its subsidiaries may commence and conduct one or more offers to purchase, tender offers or exchange offers with respect to any or all of the outstanding aggregate principal amount of the Company’s 4.000% Senior Notes due 2028 (the “Senior Notes”) identified by Schneider to the Company on terms that are acceptable to Schneider and/or solicit the consent of the holders of debt issued under the indenture for such Senior Notes (the “Indenture”) regarding certain proposed amendments to the Indenture, provided that the closing of any such offers to purchase will not occur, and the amendments in connection with any such consent solicitations will not become operative, prior to the consummation of the Merger. Schneider must reasonably consult with the Company regarding the material terms and conditions of any such offers and consent solicitations, including the timing and commencement of any such offers and consent solicitations and any relevant tender or consent deadlines. If requested by Schneider, the Company will use its reasonable best efforts, to the extent permitted by the Senior Notes and the Indenture, to issue a notice of redemption for all or a portion of the outstanding aggregate principal amount of the Senior Notes and take any other actions reasonably requested by

Schneider to facilitate the redemption and satisfaction and discharge of any Senior Notes at the Effective Time, provided that any such redemption or discharge will not be effective prior to the Effective Time.

Under the Merger Agreement, prior to the Effective Time, the Company has agreed to cooperate with Schneider and use its reasonable best efforts to take all actions reasonably necessary, proper or advisable to enable the delisting by the surviving corporation of Company common stock from Nasdaq and the deregistration of Company common stock under the Exchange Act as promptly as practicable after the Effective Time.

The Merger Agreement provides that, during the period commencing on the Effective Time and ending on the one-year anniversary of the Effective Time (the “continuation period”), Schneider or its affiliates will provide each individual who is employed by the Company or any of its subsidiaries immediately prior to the Effective Time and who continues employment with Schneider or its affiliates following the Effective Time (each, a “continuing employee”) with: