Form 4: Aspen Technology Director Karen Golz Reports Disposal of Shares and Derivative Securities Following Merger with Emerson Electric Co.

Karen Golz, a director of Aspen Technology, reports the disposal of common stock and derivative securities due to the merger with Emerson Electric Co., where shares were converted to cash at $265.00 per share.

Summary

• This Form 4 filing reports changes in beneficial ownership for Karen Golz, a director of Aspen Technology, Inc. (AZPN).
• The reported transactions occurred due to the merger between Aspen Technology and Emerson Electric Co., which became effective on March 12, 2025.
• As a result of the merger, common stock held by Ms. Golz was disposed of, with each share converted into $265.00 in cash.
• Restricted stock units (RSUs) held by Ms. Golz were also cancelled and converted into the right to receive a cash payment based on the merger consideration.
• Stock options held by Ms. Golz were cancelled and converted into the right to receive a cash payment equal to the difference between the merger consideration and the exercise price, if the merger consideration was higher.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The merger provides a cash benefit to shareholders, but it also marks the end of Aspen Technology as an independent entity. The score reflects the completion of a significant corporate event with a defined financial outcome.

Future Outlook

The document does not contain any forward-looking statements regarding the future outlook of the company, as it primarily reports the completion of the merger.

Industry Context

This announcement reflects a trend of consolidation in the technology sector, where larger companies like Emerson Electric Co. acquire specialized firms like Aspen Technology to expand their capabilities and market reach.

Comparison to Industry Standards

• Mergers and acquisitions in the technology sector often result in shareholders receiving a premium over the market price, as seen with the $265.00 per share merger consideration.
• Comparable transactions include the acquisition of smaller software firms by larger industrial conglomerates seeking to integrate digital solutions into their existing offerings.
• The valuation metrics in similar deals are often based on revenue multiples or EBITDA multiples, which are not explicitly detailed in this filing but would have been considered during the merger negotiations.

Stakeholder Impact

• Shareholders received $265.00 per share in cash as a result of the merger.
• Employees may experience changes in their roles and responsibilities as the company integrates with Emerson Electric Co.

Key Dates