Good evening, ladies and gentlemen. Thank you for standing by, and welcome to PTC's Investor Update conference call. During today's presentation, all parties will be in a listen-only mode. Following the presentation, the conference will be open for questions. I would now like to turn the call over to Matt Shimao, PTC's Head of Investor Relations. Please, go ahead.
Good evening. Thank you, Kate, and welcome to our update call to answer questions related to the divestiture of Kepware and ThingWorx. On the call today is Jen D'Errico, Chief Financial Officer. Today's conference call is being broadcast live through an audio webcast, and a replay of the call will be available later today at www.ptc.com. During this call, PTC will make forward-looking statements, including guidance as to future operating results.
Because such statements deal with future events, actual results may differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements can be found in PTC's annual report on Form 10-K, Form 10-Q, and other filings with the U.S. Securities and Exchange Commission, as well as in today's press release.
The forward-looking statements, including guidance provided during this call, are valid only as of today's date, March 16, 2026, and PTC assumes no obligation to update these forward-looking statements. During the call, PTC will discuss non-GAAP financial measures. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures can be found in today's press release made available on our website. With that, I'd like to turn the call over to PTC's Chief Financial Officer, Jen D'Errico.
Thank you, Matt, and good evening, everyone. We are pleased to complete the divestiture of Kepware and ThingWorx and increase our focus on our intelligent product lifecycle vision. Before I take you through our guidance, I'd like to mention that in our slide deck, we have four appendix slides on the Kepware and ThingWorx transaction.
The first two slides show the changes to the estimates we provided when we announced the divestiture on November 5, 2025. There were no material changes to the estimates we originally provided. There were just three immaterial changes to our estimates related to the divestiture. First, the transaction proceeds were $523 million, $2 million below our previous estimate of $525 million, related to working capital and indebtedness adjustments.
Second, divestiture related costs are now expected to be approximately $40 million, up $5 million from our previous estimate of $35 million. Third, cash taxes related to the transaction are now expected to be approximately $110 million, down $15 million from our previous estimate of $125 million. Slide 8 shows the transaction proceeds. As a result of the changes I just took you through, the estimated net after-tax transaction proceeds are now $375 million, $10 million higher than our previous estimate of $365 million. Slide 9 shows an illustrative Free Cash Flow model that bridges from our Free Cash Flow guidance without the divestiture to our post-divestiture guidance.
Our post-divestiture Free Cash Flow guidance is now $850 million in fiscal 2026, $10 million higher than our previous estimate of $840 million. Following the divestiture, we will generate net cash flow inflows from the transition services agreement with TPG Inc. We expect the transition services agreement to continue through fiscal 2026 and end sometime in fiscal 2027.
In fiscal 2026, we estimate that cash inflows generated from the divestiture-related transition services will largely offset the absence of Kepware and ThingWorx Free Cash Flow post divestiture. For fiscal 2027, we are now factoring in an earlier end to the transition services, and because of that, we now anticipate a Free Cash Flow headwind of $70 million in fiscal 2027, up from our previous estimate of less than $50 million. Let's continue with our overall guidance update on Slide 4.
This update is in line with our expectations. We are no longer including Kepware and ThingWorx in our guidance for ARR. For fiscal 2026 and Q2 2026, our constant currency ARR guidance, excluding Kepware and ThingWorx, is unchanged. We have updated our fiscal 2026 and Q2 2026 guidance for Free Cash Flow, revenue, and non-GAAP EPS to reflect Kepware and ThingWorx no longer being part of PTC following the close of the transaction on March 13. We have also updated our fiscal 2026 and Q2 2026 guidance for GAAP EPS to reflect a $464 million gain on the sale of Kepware and ThingWorx, partially offset by the absence of earnings related to Kepware and ThingWorx post-close.
Finally, over the midterm, we continue to expect non-GAAP operating expenses to grow at roughly half the rate of ARR. While we are not guiding to fiscal 2027 Free Cash Flow today, I know that many of you are focused on this. To help with your models, on Slide 11, we've identified the significant items that impact the baseline for modeling fiscal 2027 Free Cash Flow. Also, as I've gotten further into the CFO role, I think it would be helpful to provide some broader comments on PTC related to cash taxes beyond fiscal 2026.
First, as we've previously highlighted, we've consumed our historical net operating losses. That means our cash tax rate will migrate towards our GAAP P&L tax rate over the midterm. Roughly speaking, in fiscal 2027, your model should have cash taxes of $180 million-$220 million. In fiscal 2028, your model should have cash taxes in the same ballpark as GAAP P&L taxes. With that, I'd like to turn the call back to the operator for the Q&A session.
At this time, I would like to remind everyone in order to ask a question, press star then the number one on your telephone keypad. Please limit yourself to one question only. If you have additional questions, please return to the queue. We will pause for just a moment to compile the Q&A roster. Your first question comes from the line of Adam Borg with Stifel. Your line is open.
Awesome. Thanks so much for taking the question, and the slide's really, really helpful. Maybe, Jen, on the last point you brought up around cash taxes, at least qualitatively, given the impact of higher cash taxes in coming years, you know, you talked about OpEx growing at half the rate of ARR. Any qualitative commentary on how we should think about Free Cash Flow growth relative to ARR given the rising cash taxes? Thanks so much.
Sure. First, I appreciate the question, and I'm glad the slides were helpful. As we are not guiding to FY 2027, I think at this point I would focus you back on the fact that, overall, our cash taxes will be estimated between $180 million and $220 million for fiscal 2027. And that's primarily due to the fact that we have used up our mitigation strategies for cash taxes, and we expect that overall, the GAAP tax rate will align closer to the cash tax rate in 2028 at this point. I look forward to giving you more guidance and updates around FY 2027 in the coming quarters.
Great. Thanks again.
Your next question comes from the line of Siti Panigrahi with Mizuho. Your line is open.
Great, Jen. Just wanted to ask you about share count. I know you talked about the share buyback. How should I think about share count for the remainder of the year or maybe on a quarterly basis?
Sure thing. Like we said, we are going to use the majority of our Free Cash Flow to buy back shares. We expect the range of our overall share buybacks to be between $1.125 and $1.225 in terms of overall share buybacks.
Your next question comes from the line of Jay Vleeschhouwer with Griffin Securities. Your line is open.
Thank you. Good evening, Jen. Could you give us a little bit more granular data about the divested businesses, just to be a little bit more precise in modeling, for example, the divested OpEx revenue cost rate rather? Looks like you were spending about $65 million-$70 million a year on the divested businesses for OpEx, and maybe talk about headcount. Lastly, the contract of sale referred to a potential earn-out of, I think, up to $125 million. Could you talk about the circumstances which would allow you to get to some or all of that?
Sure. Let me talk about. We are not giving details around specific operating expenses. What I can just highlight is in FY 2026, we are seeing a benefit of $70 million related to the Kepware and ThingWorx that we don't expect to recur next year. I would say my overall guidance for and just my approach on capital allocation is such that we will look at the entire business, right? We'll identify areas where we either want to reallocate or find additional efficiencies. We will incorporate the $70 million I talked about into that. Again, I would also highlight the $70 million that I shared with you is a combination of TSA and operating expenses.
Thank you.
Your next question comes from the line of Ken Wong with Oppenheimer. Your line is open.
Fantastic. Thanks for taking my question. Maybe shifting gears a little bit. I think all the numbers got a pretty good sense of it. Can you elaborate if there are any potential go-to-market bottlenecks while you guys are awaiting the ThingWorx divestiture process to play out? Basically, like, you know, were there certain, perhaps, you know, benchmarks or certain, you know, paths that go to market would have moved forward on had this completed earlier? Any thoughts, any color there?
Sure. With any divestiture, there comes distraction across the org, but we're very pleased with how the overall organization has handled it, and I would point you back to the fact that we reaffirmed guidance for Q2 in the press release.
Okay. Thank you.
Your next question comes from the line of Jason Celino with KeyBanc Capital Markets. Your line is open.
Great. Thank you. Thanks for giving us the heads-up on the call this afternoon. You know, it was nice to, you know, wake up and not be in a panic to have to join a call. My question is on the expense growth. It sounds like the rule of thumb, you know, expense growth half of that for ARR growth, you know, that would be roughly implying about 50% incremental margins. You know, why is this the right framework? Like, where do you continue to see sources of leverage?
Certainly. I would say, without going into specifics, I think overall, as we look at the continued efficiencies that we can drive across the business while also reallocating investment, we do feel like the 50% is the right ballpark. I would just take a moment to just remind you, because we've reaffirmed this, we're very committed to continuing to ultimately focus on our operations, and believe it's the right path forward.
Your next question comes from the line of Tyler Radke with Citi. Your line is open.
Yeah. Thank you, Jen. On the ASR here, obviously very clear where you're putting the money. Can you just talk about philosophically how you think about the approach to capital allocation, the decision process on doing the ASR versus other forms and just how we should think about that going forward?
Yeah. Thanks for the question. I think right now, as we look at where our best uses of cash, capital can go, we do believe that the share buybacks, just based on, the potential that we see in our company overall, we do believe this is the right move for us. We're gonna continue to evaluate that in FY 2027 and beyond, but based on just the ROI associated, we feel like this is the right strategy for now.
Your next question comes from the line of Saket Kalia with Barclays. Your line is open.
Okay, great. Hey, guys, thanks for taking my question here. Jen, thanks for all the helpful detail on the slides. Maybe just one housekeeping question as we think about the cash taxes for 2027. Just for a baseline, what are the rough cash tax dollars that we should be modeling here for fiscal 2026, excluding the cash taxes related to the divestiture?
Sure. For fiscal 2026, it's between $130 million and $150 million.
Very helpful. Thank you.
I will now turn the call back to Jen D'Errico for closing remarks.
Thank you for your questions today, and we look forward to speaking with you on our Q2 fiscal earnings call. Thanks, everyone.
Ladies and gentlemen, that concludes today's call. Thank you for joining. You may now disconnect.