PTC (PTC) 10-K risk factor changes: FY2025 vs FY2024

While our Arena, ServiceMax, and Onshape solutions are cloud-native SaaS solutions, and we have introduced our [removed: Windchill+, Creo+,] [added: Windchill+] and [removed: Kepware+] [added: Creo+] SaaS solutions, customers may not adopt them as we expect.

Some of our competitors and potential competitors have greater name recognition in the markets we serve and [removed: greater] [added: more] financial, technical, sales and marketing, and other resources, which could limit our ability to gain customer recognition and confidence in our products and solutions and successfully sell our products and solutions, which could adversely affect our ability to grow our business.

Malicious code, viruses or vulnerabilities that are undetected by us or our service providers may disrupt our business operations generally and may have a disproportionate effect on [removed: those of] our products that are developed and delivered in the cloud environment.

A significant breach of the security and/or integrity of our products or systems, or those of our third-party service providers, whether intentional or by human error by our employees or others, could disrupt our business operations or those of our customers, could prevent our products from functioning properly, could enable access to [added: our] sensitive, proprietary or confidential information [removed: of our customers,] or [removed: could enable access to] [added: that of] our [removed: sensitive, proprietary or confidential information.][added: customers.]

If these companies fail to perform as we expect, or if a company terminates or substantially alters the terms of the relationship, we could experience delays in product development, reduced or delayed sales, customer dissatisfaction, [removed: and] [added: incur] additional expenses, and our business, financial condition, results of operations, and prospects could be materially adversely affected.

Lack of availability of this infrastructure could be due to a number of potential causes including technical failures, natural disasters, [removed: fraud or] [added: fraud, and/or] security attacks that we cannot predict or prevent.

Manufacturers worldwide continue to face uncertainty about the global macroeconomic environment due to, among other factors, the effects of [added: recently imposed import tariffs and threats of additional import tariffs, the effects of] earlier and ongoing supply chain disruptions, high interest rates and inflation, volatile foreign exchange rates and the current relative strength of the U.S. Dollar, and the U.S. government’s focus on technology transactions with non-U.S. entities.

If we fail to successfully [added: develop competitive SaaS solutions and to] transform our operations to support the sale of SaaS [removed: solutions and to develop competitive SaaS] solutions, our business and prospects could be adversely affected.

Whether we will be successful and will accomplish our business and financial objectives is subject to risks and uncertainties, including but not limited to: our ability to [removed: further develop and scale infrastructure, our ability to] include functionality and usability in such offerings that address customer requirements, our ability [added: to further develop] and [added: scale infrastructure, our ability and] the ability of our partners to transition existing customer implementations to SaaS, customer demand, attach and renewal rates, channel adoption, and our costs.

We sell and deliver software and [removed: services,] [added: services] and maintain support [removed: operations,] [added: operations] in many countries whose laws and practices differ from one another and are subject to unexpected changes.

[removed: We] [added: We and our customers] are subject to an increasing number of laws and regulations [removed: promulgated] [added: enacted] by multiple countries and jurisdictions that require new and [removed: expansive disclosure] [added: extensive disclosures] on sustainability [removed: topics] [added: topics,] and, in some cases, remediation of adverse [removed: effects, that will increase our compliance costs and expose us to risks associated with regulatory compliance.][added: effects.]

These laws and regulations include [removed: those promulgated pursuant to] the European Union’s Corporate Sustainability Reporting Directive (“CSRD”) and [removed: its] Corporate Sustainability Due Diligence Directive [removed: (“CSDDD”).][added: (“CSDDD”), and California’s Climate Corporate Data Accountability Act and Climate-Related Financial Risk Disclosure Act.]

[removed: CSRD requires new and expansive] [added: These frameworks require extensive] disclosures related to sustainability risks and opportunities.

[added: Additionally, the] CSDDD will require us to conduct due diligence to identify, prevent, mitigate, and account for actual and potential adverse impacts on human rights and the environment arising from our [removed: own] operations and [added: those of] our [removed: value chains] [added: customers] and [added: suppliers, and] to remediate [removed: any] such [removed: adverse] impacts.

Compliance with these [removed: directives] [added: laws and regulations] requires significant investment in resources, including the implementation of new reporting systems, [added: enhanced] data collection processes, and [added: robust] due diligence procedures.

[removed: As many of our customers and potential customers, particularly those in Germany and elsewhere in the European Union, are also subject to such laws and directives, those companies will increasingly be required to assess our sustainability efforts and impacts; if] [added: If] we are unable to satisfactorily address their requests for information or other [removed: sustainability related requests, contracting periods with those companies may be extended] [added: sustainability-related requirements] or [removed: those companies] [added: expectations, customers] may [removed: elect to use other suppliers] [added: reduce] or [removed: switch suppliers,] [added: terminate their contracts with us and customers and potential customers may choose alternative software solutions,] which could adversely affect our business, financial condition, results of operations, and prospects.

The regulatory landscape for sustainability [added: disclosures and obligations] continues to evolve and [removed: expand] [added: expand,] and [removed: the introduction of] additional laws or regulatory requirements may impose further compliance burdens [added: on us] and further increase our compliance [added: and operating] costs.

We may be unable to adequately protect our proprietary rights, which could adversely affect our [added: competitive position,] business and [removed: our] prospects.

We protect our intellectual property rights in these items by relying on copyrights, trademarks, [removed: patents] [added: patents,] and common law safeguards, including trade secret protection, as well as restrictions on disclosures and transferability contained in our agreements with other parties.

Despite these measures, the laws of all relevant jurisdictions may not afford adequate protection to our [added: software] products and other intellectual property.

[removed: In addition, any] [added: Any] legal action to protect our intellectual property rights that we may bring or be engaged in could be [removed: costly, may distract management] [added: expensive, divert management’s attention] from [removed: day-to-day operations] [added: regular operations,] and [removed: may] lead to additional claims against us, and we may not [removed: succeed, all] [added: prevail, any] of which could adversely affect our business, financial condition, operating results, and prospects.

Risks Related to [removed: Acquisitions][added: Acquisitions and Divestitures]

Further, if we do not achieve the expected return on our investments, it could impair the intangible assets and goodwill that we recorded as part of an acquisition, which could require us to record a reduction [removed: to] [added: in] the value of those assets.

If we were to issue a significant amount of equity securities in connection with an acquisition, existing [removed: stockholders] [added: shareholders] would be diluted and our stock price could decline.

As of November [removed: 14, 2024,] [added: 21, 2025,] our total debt outstanding was approximately [removed: $1,668] [added: $1,270] million, [removed: $1 billion] [added: $500 million] of which was associated with the [removed: 3.625% Senior Notes and] 4.000% [removed: Senior Notes (together, “Senior Notes”)] [added: senior notes] issued in February 2020, which mature in February [removed: 2025 and 2028, respectively,] [added: 2028] and are [removed: unsecured; $177] [added: unsecured ("2028 Notes"); $301] million of which was borrowed under our credit facility revolving line, which matures in January 2028; and [removed: $491] [added: $469] million of which was borrowed under our credit facility term loan [removed: \[which] [added: (which] began amortizing in March [removed: 2024\].][added: 2024).]

All amounts outstanding under the credit facility and the [removed: Senior] [added: 2028] Notes will be due and payable in full on their respective maturity dates.

As of November [removed: 14, 2024,] [added: 21, 2025,] we had unused commitments under our credit facility of approximately [removed: $1,073] [added: $949] million.

In addition, the credit agreement and the indenture governing our [removed: Senior Notes] [added: senior notes] due [removed: 2025 and] 2028, will not prevent us from incurring obligations that do not constitute indebtedness.

[added: If new] debt is added to our current debt levels, or we incur other obligations, the related risks that we now face could increase.

If we cannot make scheduled payments on our debt, we will be in default and the lenders under our credit facility could terminate their commitments to loan money, the lenders could foreclose against the assets securing their borrowings, the holders of our [removed: Senior] [added: 2028] Notes could declare all outstanding principal, premium, if any, and interest to be due and payable, and we could be forced into bankruptcy or liquidation.

changes in tax laws [removed: (for example, the introduction of an amendment to Section 174 of the U.S. tax legislation),] regulations, and interpretations in multiple jurisdictions in which we operate;

This evolving regulatory environment will increase our compliance costs and expose us to risks associated with regulatory compliance.

The regulatory landscape for sustainability disclosures continues to evolve and expand and impose greater disclosure obligations on us.

Many of our customers and potential customers are also subject to these laws and directives.

As a result, those companies will be required to assess our sustainability efforts and impacts.

We are subject to increasing, evolving, and conflicting expectations and scrutiny with respect to our sustainability disclosures and initiatives.

Failure to meet stakeholder expectations or actual or perceived inconsistencies or inaccuracies in our sustainability disclosures could result in reputational harm, regulatory investigations, or litigation.

Expectations around environmental, social, governance and other sustainability matters continue to evolve rapidly, and stakeholders – including investors, customers, employees, and regulators – are increasingly focused on our sustainability disclosures and performance against targets.

If we fail, or are perceived to have failed, to make progress on our stated sustainability targets or initiatives, or if our sustainability initiatives or disclosures are or are perceived to be inadequate, inaccurate, misleading, or unlawful, our reputation could be harmed, and we could face regulatory investigations, enforcement actions, fines, penalties, and litigation, any of which could adversely affect our business, financial condition, results of operations, and prospects.

Additionally, differing stakeholder views on sustainability priorities may create tension or conflict, which could adversely affect our reputation, employee morale, or investor relations.

Our use of artificial intelligence (“AI”) technology and the incorporation of AI technology into our products carries risks and challenges that could adversely affect our business, financial condition, results of operations, and prospects.

We are increasingly incorporating AI capabilities into many of our products to enable our customers to become more agile and productive.

The integration of AI into our products presents risks and challenges, including that we may be unable to integrate AI technologies into our products when or as we expect, that our customers do not appreciate or realize the anticipated benefits of such technologies, that competitors may incorporate AI into their products more quickly or effectively, that our AI-based solutions could produce inaccurate results or have other unintended consequences, or that our AI-based solutions may expose us to lawsuits, regulatory investigations, or other proceedings, and subject us to legal liability as well as brand and reputational harm, all of which could negatively affect our business, financial condition, results of operations, and prospects.

We also use AI tools internally to make certain business processes more efficient.

While these technologies offer significant benefits, they also create risks and challenges.

Although we implement measures to address the accuracy and appropriate use of AI tools, including internal AI policies and training, these efforts may not always be successful.

Inadvertent selection of AI tools that introduce bias, errors, or hallucinations, as well as any failure by our employees, contractors, or partners to adhere to our AI policies, or inappropriate use of AI, could result in violations of confidentiality obligations, laws, or regulations, jeopardize our intellectual property rights, or expose our products or business systems to defects and malware, any of which could adversely affect our business, financial condition, results of operations, and prospects.

Many of our products and services incorporate or depend on open source software components, which are governed by various open source licenses.

Some of these licenses may require, as a condition of use, modification, or distribution, that we make available the source code of our proprietary software or derivative works.

While we maintain policies and procedures designed to monitor and control the use of open source software in our products and in any third-party software that is incorporated into our products, and ensure compliance with applicable licenses, these controls may not be effective in all cases.

If we inadvertently use open source software in a manner that triggers such disclosure obligations, we could be required to publicly disclose portions of our proprietary code, which could result in a loss of competitive advantage and intellectual property rights, which could adversely affect our business, financial condition, operating results, and prospects.

Divestitures of businesses or assets may not achieve the intended strategic or financial benefits and may otherwise adversely affect our business and prospects.

We have divested, and may in the future divest, businesses, product lines, or other assets as part of our ongoing business strategy.

If we fail to successfully execute and manage these divestitures, if a divestiture does not yield the anticipated financial or operational benefits, or if the businesses or assets we divest have unexpected legal, financial, or operational liabilities, our business, financial condition, results of operations, and prospects could be adversely affected.

The types of issues that we may face in connection with divestitures include:

difficulties separating the operations, technologies, or personnel of the business to be divested from our ongoing operations;

disruption to our remaining business, including loss of revenue or customers associated with the divested business or asset;

unanticipated costs or liabilities, including indemnification obligations, retained liabilities, or disputes with purchasers;

diversion of management and employee attention from ongoing operations;

challenges in reallocating resources and personnel following the divestiture;

potential loss of key personnel who may leave as a result of the transaction;

adverse impacts on our relationships with customers, partners, or suppliers;

potential incompatibility of business cultures or systems during transition; and

litigation arising from the transaction, including disputes over purchase price adjustments, indemnities, or other contractual terms.

Further, if investors or analysts do not like or understand the divestiture or if they believe we did not receive a fair price for the business or assets, they may sell their shares or alter their view of our prospects, which could cause our share price to decline.

We and our customers are subject to an increasing number of laws and regulations related to sustainability matters, compliance with which could adversely affect our business, financial condition, results of operations, and prospects.

We are committed to meeting existing and future regulatory requirements; however, the financial and operational impact of current and future laws and regulations remains uncertain and could materially adversely affect our business, financial condition, results of operations and prospects.

Increased scrutiny and expectations around environmental, social, and governance (“ESG”) matters may require us to incur additional costs or otherwise adversely impact our reputation, business, and prospects.

Our stakeholders, including investors, customers, suppliers, and employees, are placing greater emphasis on our ESG performance and transparency.

This increasing stakeholder attention to and expectations around ESG matters, particularly sustainability matters, and our response to the same, may result in higher costs (including higher costs related to compliance, stakeholder engagement, and contracting), adversely impact our reputation, or otherwise negatively affect our business performance and prospects.

Our statements about our sustainability, environmental and human capital initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change.

If our related data, processing and reporting are incomplete or otherwise inaccurate, or if we fail to achieve progress on our stated targets or initiatives when or as expected, our business, financial condition, operating results, and prospects could be adversely affected.

If new

ARR and our non-GAAP financial measures, including the reasons we use those measures, are described below in [removed: *Results of Operations - Operating Measure*] [added: *Operating] and [removed: *Results of Operations -] Non-GAAP Financial [removed: Measures,* respectively.][added: Measures*.]

Cash provided by operating activities grew [removed: 23%] [added: 16%] to [removed: $750] [added: $868] million in [removed: FY'24] [added: FY'25] compared to [removed: FY'23.][added: FY'24.]

Free cash flow grew [removed: 25%] [added: 16%] to [removed: $736] [added: $857] million in [removed: FY'24] [added: FY'25] compared to [removed: FY'23.][added: FY'24.]

Our cash flow growth is attributable to [removed: solid] [added: resilient] top-line growth due to our subscription business model and operational discipline.

Interest payments were [removed: $47] [added: $59] million [removed: higher] [added: lower] in [removed: FY'24 compared to FY'23, mainly due to] [added: FY'25 than in FY'24, driven by] the [added: Q1'24] payment of $30 million of imputed interest on a deferred acquisition payment associated with our [removed: 2023] [added: FY'23] acquisition of [removed: ServiceMax and incremental] [added: ServiceMax, as well as lower] interest [removed: expense associated with borrowings] [added: payments] in [removed: FY'23 and FY'24.][added: FY'25 due mainly to lower debt balances.]

We ended [removed: FY’24] [added: FY’25] with cash and cash equivalents of [removed: $266] [added: $184] million and gross debt of [removed: $1.75] [added: $1.20] billion, which debt carried an aggregate weighted average interest rate of [removed: 5.1%.][added: 4.9%.]

Revenue grew [removed: 10% (9%] [added: 19% (18%] constant currency) in [removed: FY'24] [added: FY'25] compared to [removed: FY'23.][added: FY'24.]

Under ASC 606, the timing of revenue recognition for on-premises subscription revenue can vary significantly, impacting reported [removed: revenue] [added: revenue, operating margin,] and [removed: growth rates.][added: earnings per share.]

For discussion of our [removed: FY'23] [added: FY'24] results and comparison to our [removed: FY'22] [added: FY'23] results, refer to *Management's Discussion and Analysis of Financial Conditions and Results of Operations* in our Annual Report on Form 10-K for the year ended September 30, [removed: 2023.][added: 2024.]

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | Actual | | | | Constant Currency(1) | | |

| ARR | | $ | [removed: 2,254.7] [added: 2,478.5] | | | $ | [removed: 1,978.6] [added: 2,254.7] | | | | [removed: 14] [added: 10] | % | | | [removed: 12] [added: 8] | % |

| Total recurring revenue(2) | | $ | [removed: 2,134.0] [added: 2,600.5] | | | $ | [removed: 1,907.9] [added: 2,134.0] | | | | [removed: 12] [added: 22] | % | | | [removed: 12] [added: 21] | % |

| Perpetual license | | | [removed: 32.2] [added: 31.4] | | | | [removed: 38.6] [added: 32.2] | | | | [removed: (17] [added: (3] | )% | | | [removed: (16] [added: (3] | )% |

| Professional services | | | [removed: 132.2] [added: 107.3] | | | | [removed: 150.5] [added: 132.2] | | | | [removed: (12] [added: (19] | )% | | | [removed: (12] [added: (19] | )% |

| Total revenue | | | [removed: 2,298.5] [added: 2,739.2] | | | | [removed: 2,097.1] [added: 2,298.5] | | | | [removed: 10] [added: 19] | % | | | [removed: 9] [added: 18] | % |

| Total cost of revenue | | | [removed: 444.8] [added: 445.0] | | | | [removed: 441.0] [added: 444.8] | | | | [removed: 1] [added: 0] | % | | | [removed: 1] [added: 0] | % |

| Gross margin | | | [removed: 1,853.7] [added: 2,294.2] | | | | [removed: 1,656.0] [added: 1,853.7] | | | | [removed: 12] [added: 24] | % | | | [removed: 12] [added: 23] | % |

| Operating expenses | | | [removed: 1,265.6] [added: 1,311.9] | | | | [removed: 1,197.6] [added: 1,265.6] | | | | [removed: 6] [added: 4] | % | | | [removed: 6] [added: 3] | % |

| Operating income | | $ | [removed: 588.1] [added: 982.4] | | | $ | [removed: 458.5] [added: 588.1] | | | | [removed: 28] [added: 67] | % | | | [removed: 27] [added: 64] | % |

| Non-GAAP operating income(1) | | $ | [removed: 894.3] [added: 1,302.1] | | | $ | [removed: 758.9] [added: 894.3] | | | | [removed: 18] [added: 46] | % | | | [removed: 17] [added: 44] | % |

| Operating margin | | | [removed: 25.6] [added: 36] | % | | | [removed: 21.9] [added: 26] | % | | | | | | | | |

| Non-GAAP operating [removed: margin(1)] [added: margin] | | | [removed: 38.9] [added: 47.5] | % | | | [removed: 36.2] [added: 38.9] | % | [removed: | | | | | | | |]

| Diluted earnings per [removed: share] [added: share(3)] | | $ | [removed: 3.12] [added: 6.08] | | | $ | [removed: 2.06] [added: 3.12] | | | | | | | | | |

| Non-GAAP diluted earnings per [removed: share(1)] [added: share(1)(3)] | | $ | [removed: 5.08] [added: 7.94] | | | $ | [removed: 4.34] [added: 5.08] | | | | | | | | | |

| Cash provided by operating activities | | $ | [removed: 750.0] [added: 867.7] | | | $ | [removed: 610.9] [added: 750.0] | | | | | | | | | |

| Capital expenditures | | | [removed: (14.4] [added: (11.0] | ) | | | [removed: (23.8] [added: (14.4] | ) | | | | | | | | |

| Free cash flow | | $ | [removed: 735.6] [added: 856.7] | | | $ | [removed: 587.0] [added: 735.6] | | | | | | | | | |

See [removed: *Non-GAAP] [added: *Operating and Non-GAAP] Financial Measures* below for a reconciliation of our GAAP results to our non-GAAP financial measures and *Impact of Foreign Currency Exchange on Results of Operations* below for a description of how we calculate our results on a constant currency basis.

Changes in foreign currency exchange rates were a slight tailwind to reported income statement results [added: compared to constant currency results] in [removed: FY’24.][added: FY’25.]

ARR was positively impacted by [removed: improvements in] [added: more favorable] currency exchange rates, particularly the Euro to U.S. Dollar exchange rate, as of September 30, [removed: 2024] [added: 2025] compared to September 30, [removed: 2023.][added: 2024.]

Our constant currency disclosures are calculated by multiplying the results in local currency for [removed: FY'24] [added: FY'25] and [removed: FY'23] [added: FY'24] by the exchange rates in effect on September 30, [removed: 2023.][added: 2024.]

If [removed: FY'24] [added: FY'25] reported results were converted into U.S. Dollars using the rates in effect as of September 30, [removed: 2023,] [added: 2024,] ARR would have been lower by [removed: $47] [added: $33] million, revenue would have been [removed: lower] [added: higher] by [removed: $22] [added: $21] million, and expenses would have been [removed: lower] [added: higher] by [removed: $10] [added: $9] million.

If [removed: FY'23] [added: FY'24] reported results were converted into U.S. Dollars using the rates in effect as of September 30, [removed: 2023,] [added: 2024,] ARR would have been the same, revenue would have been [removed: lower] [added: higher] by [removed: $17] [added: $34] million, and expenses would have been [removed: lower] [added: higher] by [removed: $12] [added: $14] million.

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | Actual | | | | Constant Currency | | |

| License(1) | | $ | [removed: 806.9] [added: 1,162.7] | | | $ | [removed: 747.0] [added: 806.9] | | | | [removed: 8] [added: 44] | % | | | [removed: 8] [added: 43] | % |

| Support and cloud services(2) | | | [removed: 1,359.4] [added: 1,469.2] | | | | [removed: 1,199.5] [added: 1,359.4] | | | | [removed: 13] [added: 8] | % | | | [removed: 13] [added: 7] | % |

| Software revenue | | | [removed: 2,166.2] [added: 2,631.9] | | | | [removed: 1,946.6] [added: 2,166.2] | | | | [removed: 11] [added: 21] | % | | | [removed: 11] [added: 21] | % |

| Total revenue | | $ | [removed: 2,298.5] [added: 2,739.2] | | | $ | [removed: 2,097.1] [added: 2,298.5] | | | | [removed: 10] [added: 19] | % | | | [removed: 9] [added: 18] | % |

Support and cloud services revenue growth in [removed: FY'24] [added: FY'25] was mainly driven by [removed: PLM (which included contribution from ServiceMax)] [added: growth] in [removed: the Americas and Europe.][added: PLM.]

Professional services revenue decreased in [removed: FY'24] [added: FY'25] as we continue to execute on our strategy of leveraging partners to deliver services rather than contracting to deliver services ourselves.

Our Operating and Non-GAAP Financial Measures

ARR grew 10% (8.5% constant currency) to $2.48 billion as of the end of FY'25 compared to FY’24.

In FY'25, we made net debt repayments of $553 million and repurchased $300 million of our outstanding shares.

FY'25 revenue growth reflects the higher total value and longer average duration of contracts that commenced in the current year.

Operating margin grew by approximately 1030 basis points in FY'25 compared to FY'24, reflecting higher revenue as well as continued operating discipline.

Diluted earnings per share grew 95% to $6.08 in FY'25 compared to FY'24, driven by revenue growth.

On November 5, 2025, we entered into a definitive agreement with an affiliate of TPG, under which we agreed to sell our Kepware and ThingWorx businesses for total consideration of up to $725 million, if certain targets are achieved.

We may receive up to $600 million upon closing of the transaction, which may be reduced by $35 million if certain growth targets are not achieved for a period between signing and closing, and further adjusted as set forth in the purchase agreement.

We may receive up to $125 million of contingent consideration upon the sale of the business by TPG.

The transaction is expected to close in the first half of calendar 2026.

Our expected use of the net after-tax proceeds will follow our overall capital allocation strategy of returning excess cash to shareholders via share repurchases, while allowing for potential tuck-in acquisitions.

(3)

This amount differs from our Q4'25 earnings release due to an immaterial adjustment related to foreign currency option contracts entered into in Q4'25 resulting in a $7.0 million decrease in Net income and a $0.06 decrease in GAAP and non-GAAP Diluted earnings per share.

| Professional services | | | 107.3 | | | | 132.2 | | | | (19 | )% | | | (19 | )% |

Software revenue growth in FY'25 was driven by license revenue growth, which reflects the higher total value and notably longer average duration of contracts commencing in the current year.

These large contracts with longer durations additionally drove a $179 million (89%) year-over-year increase in long-term receivables and a $601 million (27%) year-over-year increase in Remaining Performance Obligations (RPO).

| | | 2025 | | | | 2024 | | | | Actual | | | | Constant Currency | | |

PLM software revenue growth in FY'25 was driven by the higher total value and longer average duration of contracts commencing in the period.

PLM software revenue grew across all geographic regions, primarily driven by Windchill.

PLM ARR grew 10% (8% constant currency) from September 30, 2024 to September 30, 2025, primarily driven by Windchill and Codebeamer.

CAD software revenue growth in FY'25 was driven by the higher total value and longer average duration of contracts commencing in the period.

CAD software revenue grew across all geographic regions, primarily driven by Creo.

Total cost of license revenue in FY'25 remained consistent with FY'24, with lower intangible amortization expense offsetting growth in other areas.

Cost of support and cloud services grew 6% in FY'25, primarily due to increasing compensation-related costs and cloud and software subscription-related costs as the business grows.

Professional services gross margin decreased in FY’25 compared to FY’24, primarily driven by a sharper decrease in professional services revenue than in professional services expense.

| | | 2025 | | | | 2024 | | | | Percent Change | | |

| Impairment and other charges (credits), net | | | 15.6 | | | | (0.8 | ) | | | 2,050 | % |

a $19 million (2%) increase in total compensation expense (including stock-based compensation), driven by a $17 million increase in severance costs primarily related to our go-to-market realignment (which is mainly included in Sales and marketing) and headcount growth, offset by lower compensation charges in General and administrative due to our FY'24 chief executive officer succession;

$16 million impairment charges recognized in Q2'25 and Q4'25 related to the lease assets associated with the subleased portion of our Boston office; and

a $6 million increase in acquisition and transaction-related costs.

| | | 2025 | | | | 2024 | | | | Percent Change | | |

| | | 2025 | | | | 2024 | | | | Percent Change | | |

Other income, net increased in FY'25 compared to FY'24, primarily driven by a $13 million contingent consideration earnout recognized in Q4'25 related to the sale of a portion of our PLM services business in FY'22.

An immaterial adjustment related to foreign currency option contracts entered into in Q4'25 resulted in a $9.3 million decrease in Other income, net compared to amounts from our Q4'25 earnings release.

| | | 2025 | | | | 2024 | | | | Percent Change | | |

An immaterial adjustment related to foreign currency option contracts entered into in Q4'25 resulted in a $2.3 million decrease to Provision for income taxes compared to amounts from our Q4’25 earnings release.

Our effective tax rates for FY'25 and FY'24 were impacted by a number of offsetting items as outlined below, as well as by the year-over-year increase in Income before income taxes, which was primarily domestic; however, there was ultimately no net change in the effective tax rate year-over-year.

The IRS procedural guidance change significantly increased our estimated taxable income in FY'24, with a lesser impact to taxable income in FY'25.

In FY'25, we recorded tax expense of $11 million primarily related to accrued interest stemming from the effects of the procedural guidance.

Additionally, in FY'25, we recorded tax benefits of $11 million related to tax reserves in foreign jurisdictions.

Despite the overall demand environment, which has been challenging for many quarters now, ARR grew 14% (12% constant currency) to $2.25 billion as of the end of FY'24 compared to FY’23.

Our acquisition of ServiceMax in early Q2'23 contributed to FY'24 revenue growth.

Software revenue growth in FY'24 was driven by PLM, which included the contribution from ServiceMax (acquired in early Q2'23), and CAD.

License revenue growth in FY'24 was mainly driven by CAD and PLM growth in Europe and Asia Pacific, offset by lower license revenue in the Americas, particularly in PLM.

A higher proportion of sales in FY'24 were SaaS, which adversely affected license revenue growth in the Americas and Europe.

PLM software revenue growth in FY'24 was driven by growth in Europe and the contribution from ServiceMax (acquired in early Q2'23).

Year-over-year PLM software revenue growth for FY'24 excluding Q1'24 ServiceMax revenue would have been 9% (9% constant currency).

PLM ARR grew 15% (13% constant currency) from September 30, 2023 to September 30, 2024.

CAD software revenue growth in FY'24 was primarily driven by revenue growth in Europe and Asia Pacific.

Excluding intangible amortization expense, license gross margin percentage was consistent year over year.

Cost of support and cloud services in FY'24 grew at a similar rate to revenue, driven by higher intangible amortization expense, compensation expense, and royalty expense.

Professional services gross margin increased in FY’24 compared to FY’23, primarily due to lower outside service costs, partially offset by decreases in professional services revenue.

a $47 million increase in compensation and benefits expense (excluding stock-based compensation), driven by higher headcount and our Q2'23 acquisition of ServiceMax, as well as higher health insurance costs in the U.S.;

a $16 million increase in stock-based compensation expense, driven in part by acceleration of expense on equity grants held by our former chief executive and chief operating officers (which expense is included in General and administrative and Sales and marketing), as well as the impact of an FY'24 change in eligibility for continued vesting upon retirement for a subset of prospective equity grants;

a $14 million increase in outside services, driven by consulting services related to corporate initiatives; and

a $10 million increase in software subscription related costs;

partially offset by:

a $16 million decrease in acquisition and transaction-related costs, largely driven by costs associated with our Q2'23 acquisition of ServiceMax; and

a $12 million decrease in marketing expense, primarily due to not holding our LiveWorx event in FY'24.

Interest expense in FY'23 also included $30 million of interest on a deferred acquisition payment associated with the ServiceMax acquisition.

Other income, net was lower in FY'24 compared to FY'23 due to a $2.0 million impairment loss related to an available-for-sale debt security.

The effective tax rate for FY’24 was lower than the effective rate for FY’23.

The benefit from this IRS procedural guidance change will reverse in a future fiscal period if we receive IRS consent for a change in the treatment of these deductions.

FY'23 included tax expense of $21.8 million related to an uncertain tax position regarding transfer pricing in a foreign jurisdiction where we are currently under audit.

Our FY'23 rate was also impacted by tax expense of $6.3 million related to non-deductible imputed interest related to the deferred payment on the acquisition of ServiceMax.

| | | 2024 | | | | 2023 | | |

Interest payments in FY'24 were approximately $47.2 million higher than in FY'23 and include the payment of $30.0 million of imputed interest on the ServiceMax deferred acquisition payment.

Cash used in investing activities in FY'23 was driven by a payment of $828.2 million in Q2'23 related to the acquisition of ServiceMax.

Capital expenditures in FY'24 were lower than in FY'23 as we invest more in cloud-based rather than on-premises software.

Cash provided by financing activities in FY’23 was primarily related to net new borrowings of $771.0 million (a $500.0 million term loan and a $271.0 million incremental revolving line) to fund the ServiceMax acquisition and net repayments of $428.0 million on the new revolving facility.

As of September 30, 2024, the annual rates for borrowings outstanding under the credit facility revolver line and term loan were 7.0% and 6.9%, respectively.

In addition to the debt shown in the above table, as of September 30, 2023, we had a $620 million deferred acquisition payment liability related to the fair value of the $650 million installment paid in October 2023 for the ServiceMax acquisition.

Of the $650 million paid, $620 million was recorded as a financing outflow and the $30 million of imputed interest was recorded as an operating cash outflow.

We currently intend to repurchase approximately $300 million of our common stock in FY'25.

These costs may vary in size based on our restructuring plan.

In FY'23, we recognized a financing charge for a debt commitment agreement associated with our acquisition of ServiceMax.

for managing our business and evaluating our performance.

In FY'23, we recognized $4.2 million of financing charges for a debt commitment agreement associated with our acquisition of ServiceMax.

In FY'23, non-GAAP expense excludes $21.8 million or $0.18 per share related to uncertain tax positions in a foreign jurisdiction.

We believe it is reasonably possible that within the next 12 months the amount of unrecognized tax benefits related to the resolution of multi-jurisdictional tax positions could be reduced by up to $27.0 million as audits close and statutes of limitations expire.

We enter into [removed: foreign currency forward contracts] [added: derivative transactions] to manage our exposure to fluctuations in foreign exchange [removed: rates that arise from receivables] [added: rates, specifically foreign currency forward contracts to manage our exposure related to monetary assets] and [removed: payables] [added: liabilities] denominated in foreign [removed: currencies.][added: currencies and foreign exchange option contracts to manage our exposure related to forecasted cash flows.]

Based on current revenue and expense levels (excluding [removed: restructuring charges and] stock-based compensation), a $0.10 change in the USD to EUR exchange rate and a 10 Yen change in the Yen to USD exchange rate would impact operating income by approximately [removed: $38] [added: $44] million and [removed: $6] [added: $10] million, respectively.

[removed: The] [added: Foreign currency forward] contracts are primarily denominated in the Euro, [removed: Swiss Franc,] [added: Japanese Yen,] and [removed: Swedish Krona] [added: Indian Rupee] currencies, and have maturities of less than four months.

The majority of our foreign currency forward [added: and option] contracts are not designated as hedges for accounting purposes, and changes in the fair value of these instruments are recognized immediately in earnings.

Because we enter into these derivative contracts only as an economic hedge, [removed: any] gains or losses on the underlying foreign-denominated balance are generally offset by the losses or gains on the [removed: derivative contract.][added: forward contracts and currency impacts on the Euro or Japanese Yen-denominated operations may be partially offset by gains on the option contracts.]

Gains and losses on these derivatives and foreign currency denominated [removed: receivables] [added: monetary assets] and [removed: payables] [added: liabilities] are included in Other income, net.

As of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we had outstanding forward [added: and option] contracts [removed: for derivatives] not designated as hedging instruments with notional amounts equivalent to the following:

| Currency Hedged *(in thousands)* | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | |

| Euro / U.S. [removed: Dollar] [added: Dollar(1)] | | $ | [removed: 781,398] [added: 1,202,830] | | | $ | [removed: 383,227] [added: 781,398] | |

| British Pound / U.S. Dollar | | | [removed: 24,810] [added: 22,974] | | | | [removed: 6,058] [added: 24,810] | |

| Israeli Shekel / U.S. Dollar | | | [removed: 12,535] [added: 20,094] | | | | [removed: 11,852] [added: 12,535] | |

| Japanese Yen / U.S. [removed: Dollar] [added: Dollar(2)] | | | [removed: 42,340] [added: 131,284] | | | | [removed: 4,770] [added: 42,340] | |

| Swiss Franc / U.S. Dollar | | | [removed: 74,939] [added: 8,960] | | | | [removed: 32,766] [added: 74,939] | |

| Swedish Krona / U.S. Dollar | | | [removed: 48,596] [added: 21,568] | | | | [removed: 35,085] [added: 48,596] | |

| Chinese Renminbi / U.S. Dollar | | | [removed: 32,124] [added: 7,134] | | | | [removed: 16,660] [added: 32,124] | |

| New Taiwan Dollar / U.S. Dollar | | | [removed: 16,368] [added: 23,098] | | | | [removed: 11,855] [added: 16,368] | |

| All other | | | [removed: 25,368] [added: 26,679] | | | | [removed: 21,363] [added: 25,368] | |

| Total | | $ | [removed: 1,058,478] [added: 1,518,086] | | | $ | [removed: 523,636] [added: 1,058,478] | |

In addition to the [removed: $1 billion] [added: $500 million] due under our [removed: 2025 and] 2028 [removed: Senior] Notes, as of September 30, [removed: 2024,] [added: 2025,] we had [removed: $753] [added: $700] million outstanding under our credit facility.

As of September 30, [removed: 2024,] [added: 2025,] the weighted average annual rate on the credit facility loans was [removed: 6.9%.][added: 5.6%.]

Based on the borrowings outstanding and interest rates in effect as of September 30, [removed: 2024,] [added: 2025,] a 100 basis point per annum change in interest rate applied over a one-year period would have [removed: an $8] [added: a $7] million impact on annual earnings and cash flows.

As of September 30, [removed: 2024,] [added: 2025,] cash equivalents were invested in highly liquid investments with maturities of three months or less when purchased.

[removed: At] [added: As of] September 30, [removed: 2024,] [added: 2025,] we had cash and cash equivalents of [removed: $36] [added: $18] million in the United States, [removed: $127] [added: $87] million in Europe, [removed: $86] [added: $63] million in Asia Pacific (including India), and [removed: $17] [added: $16] million in other [removed: non-U.S.] countries.

Given the short maturities and investment grade quality of the portfolio holdings at September 30, [removed: 2024,] [added: 2025,] a hypothetical 10% change in interest rates would not materially affect the fair value of our cash and cash equivalents.

Changes in foreign currencies relative to the U.S. Dollar had [added: an unfavorable impact of $2.4 million and] a favorable impact of $3.2 million [removed: and $2.9 million] on our consolidated cash balances in [removed: FY'24] [added: FY'25] and [removed: FY'23,] [added: FY'24,] respectively.

Additionally, we use foreign currency option contracts to reduce the risk that forecast U.S. Dollar cash flows will be adversely affected by changes in Euro or Japanese Yen exchange rates.

Foreign currency option contracts are denominated in the Euro and Japanese Yen currencies, and have maturities of less than fourteen months.

| Indian Rupee / U.S. Dollar | | | 53,465 | | | | — | |

(1)

As of September 30, 2025, $835.4 million of the Euro to U.S. Dollar outstanding notional amount relates to forward contracts and $367.4 million relates to option contracts.

As of September 30, 2024, all the Euro to U.S. Dollar outstanding notional amount relates to forward contracts.

(2)

As of September 30, 2025, $41.9 million of the Japanese Yen to U.S. Dollar outstanding notional amount relates to forward contracts and $89.4 million relates to option contracts.

As of September 30, 2024, all the Japanese Yen to U.S. Dollar outstanding notional amount relates to forward contracts.

The impact in FY'25 was due in particular to changes in the Japanese Yen, Indian Rupee, and Swedish Krona.

The impact in FY'24 was due in particular to changes in the Brazilian Real, Swedish Krona, Chinese Renminbi, and New Taiwan Dollar.

[removed: Headquartered in Boston, Massachusetts, PTC employs] [added: We employ] over 7,000 people and [removed: supports] [added: support] more than 30,000 customers globally.

[removed: We enable] [added: Given the breadth and openness of] our [removed: customers to establish] [added: portfolio, we enable the Intelligent Product Lifecycle: establishing] a strong product data foundation [added: in the engineering department] and [removed: leverage] [added: democratizing the access and use of] that [removed: foundation] [added: data across the enterprise] to drive cross-functional collaboration, accelerate new product introduction [removed: timelines] [added: timelines,] and deliver higher product quality.

[removed: It also secures] [added: By embracing] the [added: Intelligent Product Lifecycle, our customers establish the] quality, [removed: consistency] [added: consistency,] and traceability of [removed: product-related] [added: product] data, ensuring [removed: that] the data is up-to-date, accessible, [removed: reliable] [added: reliable,] and actionable.

Our business is based on a subscription [removed: model, with 93%] [added: model and 95%] of our [removed: 2024] [added: 2025] revenue [removed: being] [added: is] recurring in nature.

This, in turn, enables us to make steady and sustained investments to [added: support our customers and] pursue mid-to-long-term growth opportunities.

Our Codebeamer® and pure::variantsTM application lifecycle management (ALM) solutions enable companies to accelerate the development of products that contain software, including software-defined products [removed: which] [added: that] require multiple software variants to be created and updated over the life of the product.

[removed: Our strategy aims] [added: We aim] to create value for our customers, increase our Annual Run Rate (ARR) and cash flow, and deliver long-term value for shareholders.

We focus our resources [added: and attention] on the [removed: following five solutions,] [added: solutions described above,] where we believe we can create the greatest customer [removed: value:][added: value.]

Our growth is primarily driven by existing customers that continue to [added: upgrade and] expand their PTC footprint, [removed: largely relating to their focus on improving their competitiveness through digital transformation.][added: multi-product adoption by customers, our commercial optimization initiatives, and new customers.]

[removed: We derive approximately] [added: Approximately] 75% of our sales [added: are] from products and services sold directly by our sales force to end-user customers.

[removed: Our] [added: In general, our] sales force focuses on large accounts, while our reseller channel provides a cost-effective means of covering the small- and medium-size business markets.

For our SLM products, we compete with enterprise software companies such as Oracle, [removed: SAP and] [added: SAP,] IFS AB, [added: Microsoft,] and [added: Salesforce, and] with companies that offer point solutions.

[removed: *Risk Factors*] [added: Risks Related to Our Intellectual Property*] below, which is incorporated into this section by reference.

While we have a climate action plan committed to reducing our company’s “footprint,” we believe far larger benefits will flow from our “handprint” stemming from our software [removed: offerings.][added: offerings, which enable manufacturers to design, build, and service their products more sustainably.]

Our emission reduction plan [removed: was] [added: is] validated by the Science Based Targets initiative [removed: (SBTi) in September 2024.][added: (SBTi).]

entering into a Virtual Power Purchase Agreement [removed: (VPPA) to reduce our future carbon footprint;][added: (VPPA);]

prioritizing energy efficiency and accessibility to public transportation when selecting office space; [added: and]

providing a subsidy for [removed: employee’s] [added: employees'] public transportation commute [removed: costs; and][added: costs.]

Within our work [removed: environment] [added: environment,] we seek to create an [removed: equitable and] inclusive culture in which all employees can thrive.

[removed: ][added: ]

As of September 30, [removed: 2024,] [added: 2025,] PTC had [removed: 7,501] [added: 7,642] full-time employees.

[removed: ][added: ]

Employees also have the opportunity to purchase PTC stock at a discount through our Employee Stock Purchase [removed: Plan.][added: Plan in eligible jurisdictions.]

We have [removed: specific] development programs and coaching programs, as well as numerous other self-led learning paths.

We [removed: also] review and revise our [added: practices and] processes based on feedback and engagement scores from employee pulse surveys.

We [removed: embed equitable] [added: also integrate inclusive and thoughtful] practices into the planning and execution of how we attract, select, develop, and retain talent.

You can find more information about our employee initiatives in our [removed: 2024] [added: 2025] Impact Report, which we expect to release in [removed: early] [added: December] 2025.

PTC is a global software company headquartered in Boston, Massachusetts.

Our 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.

*Risk Factors, II.

In preparation for our sustainability reporting obligations, we conducted an enterprise-wide double materiality assessment to assess our sustainability risks and opportunities.

As part of our assessment, we identified financially material opportunities related to consumer demand for software solutions that enable the mitigation of climate change and support the transition to a circular economy.

While these opportunities cannot yet be quantified to a reasonable degree of certainty, additional qualitative information about these opportunities can be found in our 2025 Impact Report, which we expect to release in December 2025 in compliance with California’s Climate-Related Financial Risk Act.

Our Culture

We are committed to building a strong and inclusive workforce.

PTC is a global software company that enables manufacturers and product companies to digitally transform how they design, manufacture, and service the physical products that the world relies on.

Our offerings include CAD (Computer Aided Design) solutions for product data authoring and PLM (Product Lifecycle Management) solutions for product data management and process orchestration.

[Table of Contents](#toc_page)

Within the overall PLM category, our offerings also include ALM (Application Lifecycle Management) and SLM (Service Lifecyle Management).

Given the breadth and openness of our portfolio, we can enable end-to-end digital thread initiatives, which leverage a connected flow of product data across design, manufacturing, service, and, ultimately, reuse.

A digital thread enables product companies to break down silos, streamline workflows, and achieve interoperability across departments, functions and systems with a single version of truth.

With a digital thread, the right data is delivered to the right people at the right time and in the right context across the value chain.

Enabling technologies

Our principal products and services are enhanced by a collection of enabling technologies, including SaaS versions of our Creo® CAD and Windchill® PLM software, artificial intelligence software, our ThingWorx® Internet of Things software, and our Vuforia® augmented reality software.

The primary focus of these technologies is to deliver value-added capabilities to our principal products and services, such as the improved security and collaboration environment of a SaaS platform; unlocking productivity with artificial intelligence; moving product data more quickly across engineering, manufacturing, and service using IoT; or automatically analyzing the quality of a manufactured product with augmented reality.

PLM

ALM

SLM

CAD

SaaS or Software as a Service

To a lesser extent, our growth is also supported by new customers and price increases.

Our software solutions enable manufacturers to design, build, and service their products more sustainably.

selecting suppliers with decarbonization targets.

*Worldwide Employee Representation*

*United States Employee Representation*


Diversity, Equity, and Inclusion (DEI)

Commitment to our values and diversity in our workforce is supported by various ongoing efforts.

We mitigate bias by coaching managers and leaders in fostering psychologically safe environments.

Meanwhile, our DEI ambassadors are aligned with business functions to amplify and enhance our efforts in these areas.

Finally, to cultivate a community of belonging, our 11 Employee Resource Groups foster an inclusive culture and facilitate safe spaces for employees to navigate social issues and challenges.

For the Fiscal Year Ended: September 30, [removed: 2024][added: 2025]

The aggregate market value of our voting stock held by non-affiliates was approximately [removed: $22,558,974,797] [added: $18,551,172,440] on March [removed: 28, 2024] [added: 31, 2025] based on the last reported sale price of our common stock on the Nasdaq Global Select Market on that date.

There were [removed: 119,716,947] [added: 119,925,951] shares of our common stock outstanding on that day and [removed: 120,129,080] [added: 119,448,261] shares of our common stock outstanding on November [removed: 12, 2024.][added: 19, 2025.]

Portions of the definitive Proxy Statement in connection with the [removed: 2025] [added: 2026] Annual Meeting of Shareholders [removed: (2025] [added: (2026] Proxy Statement) are incorporated by reference into Part III.

ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR [removed: 2024][added: 2025]

| Item 1. | [Business](#business) | [removed: [1](#business)] [added: 1] |

| Item 1A. | [Risk Factors](#item_1a_risk_factors) | [removed: [8](#item_1a_risk_factors)] [added: 7] |

| Item 1B. | [Unresolved Staff Comments](#unresolved_staff_comments) | [removed: [18](#unresolved_staff_comments)] [added: 17] |

| Item 1C. | [Cybersecurity](#item_1c_cyber_security) | [removed: [18](#item_1c_cyber_security)] [added: 17] |

| Item 2. | [Properties](#properties) | [removed: [20](#properties)] [added: 19] |

| Item 3. | [Legal Proceedings](#legal_proceedings) | [removed: [20](#legal_proceedings)] [added: 19] |

| Item 4. | [Mine Safety Disclosures](#mine_safety_disclosures) | [removed: [20](#mine_safety_disclosures)] [added: 19] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#market_for_registrants_common_equity_rel) | [removed: [20](#market_for_registrants_common_equity_rel)] [added: 20] |

| Item 6. | [Reserved](#reserved) | [removed: [20](#reserved)] [added: 20] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#managements_discussion_analysis_financia) | [removed: [21](#managements_discussion_analysis_financia)] [added: 21] |

| Item 7A. | [Quantitative and Qualitative Disclosures about Market Risk](#item_7a__quantitative_and_qualitative_di) | [removed: [37](#item_7a__quantitative_and_qualitative_di)] [added: 37] |

| Item 8. | [Financial Statements and Supplementary Data](#item_8__financial_statements_and_supplem) | [removed: [39](#item_8__financial_statements_and_supplem)] [added: 39] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9__changes_in_and_disagreements_wit) | [removed: [39](#item_9__changes_in_and_disagreements_wit)] [added: 39] |

| Item 9A. | [Controls and Procedures](#item_9a__controls_and_procedures) | [removed: [39](#item_9a__controls_and_procedures)] [added: 39] |

| Item 9B. | [Other Information](#item_9b__other_information) | [removed: [40](#item_9b__other_information)] [added: 40] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](#item_9c__disclosue_regarding_foreign_jur) | [removed: [41](#item_9c__disclosue_regarding_foreign_jur)] [added: 41] |

| Item 10. | [Directors, Executive Officers and Corporate Governance](#item_10__directors__executive_officers_a) | [removed: [42](#item_10__directors__executive_officers_a)] [added: 42] |

| Item 11. | [Executive Compensation](#item_11__executive_compensation) | [removed: [42](#item_11__executive_compensation)] [added: 42] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain) | [removed: [43](#item_12_security_ownership_certain)] [added: 42] |

| Item 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13__certain_relationships_and_relat) | [removed: [43](#item_13__certain_relationships_and_relat)] [added: 42] |

| Item 14. | [Principal Accounting Fees and Services](#item_14__principal_accountant_fees_and_s) | [removed: [43](#item_14__principal_accountant_fees_and_s)] [added: 42] |

| Item 15. | [Exhibits and Financial Statement Schedules](#exhibits_financial_statement_schedules) | [removed: [44](#exhibits_financial_statement_schedules)] [added: 43] |

| Item 16. | [Form 10-K Summary](#form_10k_summary) | [removed: [44](#form_10k_summary)] [added: 43] |

| [Exhibit Index](#exhibit_index) | | [removed: [45](#exhibit_index)] [added: 44] |

| [Signatures](#signatures) | | [removed: [47](#signatures)] [added: 46] |

| | [Report of Independent Registered Public Accounting Firm](#report_of_registered_public_acctg_firm) (PricewaterhouseCoopers LLP, Boston, MA, PCAOB ID: 238) | [removed: [F-1](#report_of_registered_public_acctg_firm)] [added: F-1] |

| | [Consolidated Financial Statements](#consolidated_balance_sheets) | [removed: [F-4](#consolidated_balance_sheets)] [added: F-4] |

| | [Notes to Consolidated Financial Statements](#notes_to_consolidated_financial_statemen) | [removed: [F-9](#notes_to_consolidated_financial_statemen)] [added: F-9] |

In particular, statements that are not historical facts, including but not limited to, statements about our anticipated financial results, capital development and growth, stock repurchases, our [added: artificial intelligence initiatives, our] environmental sustainability initiatives, and the development of our products, markets and workforce, are forward-looking statements.

References to our PTC.com website in this Annual Report and to our [removed: 2024] [added: 2025] Impact Report, [added: expected] to be published in [removed: early] [added: December] 2025, are provided for convenience.

The content on PTC.com and in our [removed: 2024] [added: 2025] Impact Report is not incorporated by reference into this Annual [removed: Report unless expressly stated.][added: Report.]

[removed: For more information on our cybersecurity related risks, see the section entitled “Risks] [added: *Risk Factors, I.* *Risks] Related to Our Business Operations and [removed: Industry” in Item 1A] [added: Industry*] of this Annual Report.

[removed: PTC takes] [added: We take] a holistic, multi-layered approach to cybersecurity and privacy that combines traditional Defense-in-Depth methods with next-generation Zero Trust principles.

In developing our cybersecurity risk management program, we are informed by industry benchmarks and standards, including the cybersecurity framework created by the National Institute of Standards and Technology [removed: (“NIST”).][added: (“NIST”) and the Software Assurance Maturity Model developed by the OWASP (the “OWASP SAMM”).]

[removed: PTC recognizes] [added: Recognizing] that technology alone cannot mitigate all security threats, [removed: so] we focus on developing our most critical resource: our people.

[removed: PTC’s] [added: Our] corporate cybersecurity awareness activities are combined with enterprise-wide and department-specific tools and mandatory employee training, providing [removed: everyone employed by PTC] [added: our employees] with [removed: the] knowledge and resources to support our efforts to mitigate security threats.

[removed: PTC has] [added: We maintain] processes and policies [removed: in place] to try to anticipate security risks and facilitate compliance with applicable contractual obligations, [removed: regulations] [added: regulations,] and standards, as well as address any incidents or violations.

[removed: PTC focuses] [added: We focus] on continuous improvement and [removed: is] constantly [removed: maturing its] [added: mature our] processes to keep pace with the rapidly evolving cybersecurity threat landscape.

[removed: PTC seeks] [added: We seek] to automate [removed: these] processes and remove the potential for human error to the extent feasible by implementing technology solutions.

From fundamental IT security to development of our software products and keeping our customers’ data [removed: safe in the cloud, PTC aims] [added: safe, we aim] to maintain a secure infrastructure that is [removed: continuously] [added: appropriately] monitored for possible threats.

These three key elements of people, process, and technology are tightly interwoven to support our aim to secure our environments and [removed: data.][added: the data for which we are a custodian.]

The overall operational program is led by the Cybersecurity Strategy Council, a cross-functional team of executives and subject matter experts, [removed: including] [added: led by] our Chief Product Security Officer, Chief Information Security Officer and Chief Compliance Officer.

The Cybersecurity Strategy Council oversees a “Three Lines Model” of Operations, Risk Monitoring and Oversight, and Audit, to effectively address cybersecurity, risk [removed: management] [added: management,] and control.

All Cybersecurity, [removed: Risk] [added: Risk,] and Internal Audit functions report to the PTC Executive Leadership Team.

We provide regular updates on our cybersecurity strategic plans, programs, and [removed: initiatives, and vulnerabilities and any applicable remediation efforts] [added: initiatives] to the Cybersecurity Committee of the Board of Directors at its four regularly scheduled meetings per year.

[removed: PTC conducts] [added: We conduct] an annual cybersecurity maturity assessment.

Identified cybersecurity risks are reviewed by the Cybersecurity Strategy Council, which ensures that risk tolerances are established and used to appropriately manage [removed: risks.][added: risks and address the risks identified.]

Our Vendor Risk Management (VRM) program [removed: supports PTC in meeting its] [added: is designed to meet] cybersecurity, privacy, regulatory and compliance [removed: obligations and] [added: obligations, by] managing risk associated with third-party vendors who have access to PTC IT systems and data.

Prior to outsourcing or allowing third-party access to PTC or customer systems, IP, or data; risks associated with such activity are [removed: clearly] identified and documented.

Third-party companies using PTC facilities or accessing PTC’s IT Systems are subject to PTC’s VRM review and [removed: are required to] [added: must] demonstrate that proper security measures are in place before they have access to any PTC IT systems or data.

[removed: PTC maintains a formal] [added: We maintain an Enterprise] Cybersecurity Incident Response Policy to address cybersecurity incidents.

The Policy is tested on a [removed: regular] [added: periodic] basis, including [removed: a continuous] [added: an ongoing] improvement program involving periodic tabletop exercises.

Our Cybersecurity Program is overseen by executives on our Executive Leadership Team and managed by our Cybersecurity Strategy Council, including our Senior Vice President, Chief Information Security Officer (CISO), who reports to our Executive Vice President, Chief Digital [added: and Information] Officer (CDO).

Our CDO is responsible for our broader IT program, which includes [removed: PTC’s] [added: our] ability to remediate and recover from a cybersecurity incident while reducing impacts to the business and operations.

Our CDO joined PTC as Chief Digital [added: and Information] Officer in January 2022 and is responsible for PTC’s global information technology (IT) team, overseeing PTC’s digital infrastructure and working with business leaders to guide PTC’s digital process optimization strategy.

For more information on our cybersecurity related risks, see Item 1A.

In today’s globally interconnected world, we consider every entry point on the attack surface critical, and we aim to secure the points under our control.

Security is the responsibility of everyone employed by PTC and is independent of departmental affiliation.

An educated workforce needs a governance framework to guide and monitor its activities.

PTC’s Cybersecurity Program is supported by robust processes and procedures at all levels.

Our matrixed cybersecurity organization is governed by industry-standard frameworks, and to ensure that they are executed, we involve the Executive Leadership Team, the Cybersecurity Strategy Council, and business unit security leads and cybersecurity analysts across the enterprise.

Ongoing program assessments are performed to monitor progress and identify opportunities for growth.

We currently have [removed: 75] [added: 61] office locations used in operations in the United States and internationally, predominately as sales and/or support offices and for research and development work.

Of our total of approximately [removed: 1,060,000] [added: 897,000] square feet of leased facilities used in operations, approximately [removed: 401,000] [added: 281,000] square feet are located in the U.S., including approximately [removed: 250,000] [added: 169,000] square feet at our headquarters facility located in Boston, Massachusetts, and approximately [removed: 268,000] [added: 267,000] square feet are located in India, where a significant amount of our research and development is conducted.

[Table of Contents](#toc_page)

On September 30, [removed: 2024,] [added: 2025,] the close of our fiscal year, and on November [removed: 12, 2024,] [added: 19, 2025,] our common stock was held by [removed: 884] [added: 821] and [removed: 877] [added: 815] shareholders of record, respectively.

The table below shows the shares of our common stock we repurchased in the fourth quarter of 2025.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | Total Number of Shares (or Units) Purchased | | | | Average Price Paid per Share (or Unit) | | | | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | | | | Approximate Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1) | | |

| July 1, 2025 - July 31, 2025 | | — | | | | $ | — | | | | — | | | $ | 1,775,012,684 | |

| August 1, 2025 - August 31, 2025 | | | 236,795 | | | $ | 211.14 | | | | 236,795 | | | $ | 1,725,015,150 | |

| September 1, 2025 - September 30, 2025 | | | 119,627 | | | $ | 209.00 | | | | 119,627 | | | $ | 1,700,012,666 | |

| Total | | | 356,422 | | | $ | 210.42 | | | | 356,422 | | | $ | 1,700,012,666 | |

(1)

As announced on November 6, 2024, our Board of Directors has authorized us to repurchase up to $2 billion of our common stock in the period October 1, 2024 through September 30, 2027.

Based on this evaluation, we concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, [removed: 2024.][added: 2025.]

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, [removed: 2024] [added: 2025] using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control-Integrated Framework (2013)*.

Based on this assessment and those criteria, our management concluded that, as of September 30, [removed: 2024,] [added: 2025,] our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of September 30, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears under Item 8.

There was no change in our internal control over financial reporting that occurred during the quarter ended September 30, [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The foregoing description of the [removed: Amended and Restated By-Laws] [added: Amendment] does not purport to be complete and is qualified [added: in its entirety] by reference to the full [removed: Amended and Restated By-Laws, a copy] [added: text] of [added: Amendment No. 2 to the Credit Agreement,] which is filed as Exhibit [removed: 3.2 to this Form 10-K] [added: 10.18 hereto] and incorporated herein by reference.

Director and Executive Officer Adoption, Modification or Termination of 10b5-1 Plans in [removed: Q4’24][added: Q4’25]

During the quarter ended September 30, [removed: 2024,] [added: 2025,] the following Section 16 officers adopted Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K of the Exchange Act).

| [removed: Kristian Talvitie] [added: Aaron von Staats] Executive Vice President, [removed: Chief Financial Officer] [added: General Counsel] | | Adopted [removed: August 2, 2024] [added: September 5, 2025] | | Ends [removed: February 2, 2025] [added: August 15, 2026] | | [removed: 15,050,] [added: 967,] plus all net vested shares issued for the [removed: FY2024] [added: FY2025] Corporate Incentive Plan, plus [removed: all] [added: 10% of total shares that vest on November 15, 2025 under performance-based RSU awards granted on November 16, 2022, November 15, 2023, and November 13, 2024, plus 80% of] net vested shares [added: after selling 10% of total shares] that vest on November 15, [removed: 2024] [added: 2025] under [added: time-based and] performance-based RSU awards granted on November [removed: 17, 2021, November] 16, 2022, [removed: and] November 15, [removed: 2023(1)(2)] [added: 2023, and November 13, 2024 (1)(2)(3)] |

The total number of shares that would be issued for the [removed: FY2024] [added: FY2025] Corporate Incentive Plan could not be known when the plan was adopted as the [removed: FY2024] [added: FY2025] performance period had not yet ended and attainment of the performance measure was not known.

The total number of shares that would be earned and vested under the performance-based RSU awards for the [removed: FY2024] [added: FY2025] performance period could not be known when the plan was adopted as the [removed: FY2024] [added: FY2025] performance period had not yet ended and attainment of the performance measures was not known.

| Kristian Talvitie Executive Vice President, Chief Financial Officer | | Adopted August 6, 2025 | | Ends February 6, 2026 | | 4,658 |

The total number of net vested shares could not be known when the plan was adopted as the amount of shares to be withheld for taxes was not known.

Amendment No. 2 to Credit Agreement

On November 18, 2025, PTC Inc. (“PTC”) and PTC (IFSC) Limited, a subsidiary of PTC, entered into Amendment No. 2 (the “Amendment”) to the Fourth Amended and Restated Credit Agreement dated January 3, 2023 (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders named therein.

The Amendment amends the asset sale restrictions to eliminate the restriction entirely for the divestiture of PTC’s Kepware and ThingWorx businesses pursuant to that certain Asset Purchase Agreement dated November 5, 2025, between PTC and Parrot US Buyer, L.P., and to permit sales of assets up to an aggregate of $250 million in book value in any fiscal year as long as no Default or Event of Default exists or would exist after consummation of the sale.

All capitalized terms used herein without definition have the meanings assigned in the Credit Agreement.

Amendment to PTC By-Laws

On November 14, 2024, in connection with a periodic review of corporate governance matters and certain recent changes to Securities and Exchange Commission rules and the Massachusetts Business Corporation Act (the “MBCA”), the Board of Directors (the “Board”) of PTC approved and adopted an amendment and restatement of the Company’s By-Laws (as so amended, the “Amended and Restated By-Laws”), which became effective upon approval.

The Amended and Restated By-Laws amend and restate the By-Laws in their entirety to, among other things: (i) permit virtual only meetings of shareholders; (ii) revise the advance notice provisions of the By-Laws to expand the informational and other requirements for shareholder proponents and director nominees in connection with shareholder proposals and shareholder director nominations; (iii) address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended; (iv) provide processes and procedures for shareholders seeking to call a special meeting of shareholders and obligations and rights of the Board with respect to such requests and the conduct of such meetings; (v) state how abstentions and broker non-votes are treated with respect to the determination of whether a quorum of shareholders exists and of the number of shares voting on a matter; (vi) provide that any shareholder soliciting proxies from other shareholders must use a proxy card color other than white, with the white proxy card being reserved for the exclusive use by the Board; (vii) provide that the Board may adopt such rules, regulations, and procedures as the Board may deem appropriate for the conduct of any meeting of shareholders; (viii) clarify and confirm that the Board, except as otherwise provided by law, and to the extent permitted by law, may limit its exercise of the powers of the corporation pursuant to an agreement approved by the Board; (ix) provide that removal of a director may occur only at a meeting called for the purpose of removing such director, the meeting notice for which must state that the purpose or a purpose of the meeting is the removal of the director; and (x) make various updates throughout to conform to the MBCA and to make ministerial changes, clarifications, and other conforming revisions.

| Catherine Kniker, Executive Vice President, Chief Strategy, Marketing, and Sustainability Officer | | Adopted August 12, 2024 | | Ends August 8, 2025 | | 6,580, plus all net vested shares issued for the FY2024 Corporate Incentive Plan, plus 15% of all net vested shares that vest on November 15, 2024 under performance-based RSU awards granted on November 17, 2021, November 16, 2022, and November 15, 2023, plus all shares purchased under the 2016 Employee Stock Purchase Plan for the offering periods ending on January 31, 2025 and July 31, 2025(1)(2(3) |

| Aaron von Staats Executive Vice President, General Counsel | | Adopted August 8, 2024 | | Ends August 15, 2025 | | 8,618, plus all net vested shares issued for the FY2024 Corporate Incentive Plan, plus 10% of total shares that vest on November 15, 2024 under performance-based RSU awards granted on November 17, 2021, November 16, 2022, and November 15, 2023, plus 80% of all net vested shares that vest on November 15, 2024 under performance-based RSU awards granted on November 17, 2021, November 16, 2022, and November 15, 2023(1)(2) |

The total number of shares that will be purchased under the 2016 Employee Stock Purchase Plan for the offering periods ending January 31, 2025 and July 31, 2025 could not be known when the plan was adopted.

The information required by this item not set forth below may be found under the headings “Corporate Governance and the Board of Directors," “Insider Trading Policies and Procedures,” "Our Executive Officers," “Delinquent Section 16(a) Reports,” and “Transactions with Related Persons” appearing in our [removed: 2025] [added: 2026] Proxy Statement.

Changes to Shareholder Director Nomination Procedures

As described in Item 9B of this Annual Report, our By-Laws were amended and restated on November 14, 2024 to, among other things, revise the advance notice provisions of the By-Laws to expand the informational and other requirements for shareholder proponents and director nominees in connection with shareholder director nominations.

Those provisions are set forth in Section 2.3 of the Amended and Restated By-Laws filed as Exhibit 3.2 to this Annual Report and incorporated herein by reference.

Information with respect to director and executive compensation may be found under the headings “Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Tables,” “Compensation Committee Report,” and “Pay Ratio Disclosure” appearing in our [removed: 2025] [added: 2026] Proxy Statement.

[Table of Contents](#toc_page)

Information about our common stock ownership may be found under the heading “Information about PTC Common Stock Ownership” appearing in our [removed: 2025] [added: 2026] Proxy Statement.

| 2016 Employee Stock Purchase Plan(2) | | | — | | | | — | | | | [removed: 2,036,133] [added: 1,869,559] | |

This amount represents the total number of shares remaining available under the 2016 Employee Stock Purchase Plan, of which [removed: 90,333] [added: 76,622] shares are subject to purchase during the current offering period.

as of September 30, 2025

| 2000 Equity Incentive Plan(1) | | | 1,895,958 | | | | — | | | | 4,875,216 | |

| Total | | | 1,895,958 | | | | — | | | | 6,744,775 | |

as of September 30, 2024

| 2000 Equity Incentive Plan(1) | | | 2,061,934 | | | | — | | | | 6,064,590 | |

| Total | | | 2,061,934 | | | | — | | | | 8,100,723 | |

Information with respect to this item may be found under the headings “Independence of Our Directors,” “Review of Transactions with Related Persons” and “Transactions with Related Persons” appearing in our [removed: 2025] [added: 2026] Proxy Statement.

Information with respect to this item may be found under the headings “Engagement of Independent Auditor and Approval of Professional Services and Fees” and “PricewaterhouseCoopers LLP [removed: Professional] Services and Fees” in our [removed: 2025] [added: 2026] Proxy Statement.

| | [Report of Independent Registered Public Accounting Firm](#report_of_registered_public_acctg_firm) (PricewaterhouseCoopers LLP, Boston, MA, PCAOB ID: 238) | [removed: [F-1](#report_of_registered_public_acctg_firm)] [added: F-1] |

| | [Consolidated Balance Sheets as of September 30, [removed: 2024] [added: 2025] and [removed: 2023](#consolidated_balance_sheets)] [added: 2024](#consolidated_balance_sheets)] | [removed: [F-4](#consolidated_balance_sheets)] [added: F-4] |

| | [Consolidated Statements of Operations for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_operations)] [added: 2023](#consolidated_statements_operations)] | [removed: [F-5](#consolidated_statements_operations)] [added: F-5] |

| | [Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_comprehensive_in)] [added: 2023](#consolidated_statements_comprehensive_in)] | [removed: [F-6](#consolidated_statements_of_comprehensive)] [added: F-6] |

| | [Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_cash_flows)] [added: 2023](#consolidated_statements_cash_flows)] | [removed: [F-7](#consolidated_statements_cash_flows)] [added: F-7] |

| | [Consolidated Statements of Stockholders’ Equity for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_stockholders_equ)] [added: 2023](#consolidated_statements_stockholders_equ)] | [removed: [F-8](#consolidated_statements_stockholders_equ)] [added: F-8] |

| | [Notes to Consolidated Financial Statements](#notes_to_consolidated_financial_statemen) | [removed: [F-9](#notes_to_consolidated_financial_statemen)] [added: F-9] |

| 3.2 | | [Amended and Restated By-Laws of PTC Inc.](https://www.sec.gov/Archives/edgar/data/857005/000095017024127231/ptc-ex3_2.htm) | | [removed: X] | | [added: 10-K] | | [added: November 14, 2024] | | [added: 3.2] | | [added: 0-18059] |

| 4.2 | | [Form of [removed: 3.625%] [added: 4.000%] senior unsecured notes due [removed: 2025](https://www.sec.gov/Archives/edgar/data/0000857005/000119312520035604/d882560dex41.htm)] [added: 2028](https://www.sec.gov/Archives/edgar/data/0000857005/000119312520035604/d882560dex41.htm)] | | | | 8-K | | February 13, 2020 | | [removed: 4.2] [added: 4.3] | | 0-18059 |

| [removed: 4.4] [added: 4.3] | | [Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934](https://www.sec.gov/Archives/edgar/data/857005/000085700519000040/ptc93019ex44.htm) | | | | 10-K | | November 18, 2019 | | 4.4 | | 0-18059 |

| 10.1-1* | | [Form of Restricted Stock Unit Certificate (Non-Employee Director)](https://www.sec.gov/Archives/edgar/data/857005/000095017024127231/ptc-ex10_1-1.htm) | | [removed: X] | | [added: 10-K] | | [added: November 14, 2024] | | [added: 10.1-1] | | [added: 0-18059] |

| 10.1-3* | | [Form of Restricted Stock Unit Certificate (U.S. EVP)](https://www.sec.gov/Archives/edgar/data/857005/000095017024127231/ptc-ex10_1-3.htm) | | [removed: X] | | [added: 10-K] | | [added: November 14, 2024] | | [added: 10.1-3] | | [added: 0-18059] |

| 10.1-4* | | [Form of Restricted Stock Unit Certificate (U.S. Section 16)](https://www.sec.gov/Archives/edgar/data/857005/000095017024127231/ptc-ex10_1-4.htm) | | [removed: X] | | [added: 10-K] | | [added: November 14, 2024] | | [added: 10.1-4] | | [added: 0-18059] |

| 10.1-8* | | [Form of Restricted Stock Unit Certificate (Non-U.S.)](https://www.sec.gov/Archives/edgar/data/857005/000095017024127231/ptc-ex10_1-8.htm) | | [removed: X] | | [added: 10-K] | | [added: November 14, 2024] | | [added: 10.1-8] | | [added: 0-18059] |

| 10.1-9* | | [Form of Restricted Stock Unit Certificate (Israel)](https://www.sec.gov/Archives/edgar/data/857005/000095017024127231/ptc-ex10_1-9.htm) | | [removed: X] | | [added: 10-K] | | [added: November 14, 2024] | | [added: 10.1-9] | | [added: 0-18059] |

| [removed: 10.3-2*] [added: 10.6*] | | [removed: [Amendment No. 1 to Executive] [added: [Executive] Agreement [added: dated February 6, 2025] by and between [removed: the Company] [added: Robert Dahdah] and [removed: James Heppelmann dated February 16, 2023](https://www.sec.gov/Archives/edgar/data/857005/000095017023003309/ptc-ex10_3.htm)] [added: PTC Inc.](https://www.sec.gov/Archives/edgar/data/857005/000095017025015530/ptc-ex10_1.htm)] | | | | [removed: 8-K] [added: 10-Q] | | February [removed: 21, 2023] [added: 6, 2025] | | [removed: 10.3] [added: 10.1] | | 0-18059 |

| 10.5* | | [Form of Executive Agreement dated November 16, 2023 by and between PTC Inc. and each of Kristian [removed: Talvitie, Catherine Kniker,] [added: Talvitie] and Aaron von Staats](https://www.sec.gov/Archives/edgar/data/857005/000095012323011049/ptc-ex10_5.htm) | | | | 10-K | | November 20, 2023 | | 10.5 | | 0-18059 |

| [removed: 10.6*] [added: 2.1] | | [removed: [Executive] [added: [Asset Purchase] Agreement dated November [removed: 16, 2023] [added: 5, 2025] by and between [removed: Michael DiTullio and] PTC [removed: Inc.](https://www.sec.gov/Archives/edgar/data/857005/000095012323011049/ptc-ex10_6.htm)] [added: Inc. and Parrot US Buyer, L.P.](https://www.sec.gov/Archives/edgar/data/857005/000119312525267120/ptc-ex10_1.htm)] | | | | [removed: 10-K] [added: 8-K] | | November [removed: 20, 2023] [added: 5, 2025] | | [removed: 10.6] [added: 10.1] | | 0-18059 |

| 19.1 | | [Trading in Company Securities Policy](https://www.sec.gov/Archives/edgar/data/857005/000095017024127231/ptc-ex19_1.htm) | | [removed: X] | | [added: 10-K] | | [added: November 14, 2024] | | [added: 19.1] | | [added: 0-18059] |

| 19.2 | | [Rule 10b5-1 Plan Policy](https://www.sec.gov/Archives/edgar/data/857005/000095017024127231/ptc-ex19_2.htm) | | [removed: X] | | [added: 10-K] | | [added: November 14, 2024] | | [added: 19.2] | | [added: 0-18059] |

| 21.1 | | [Subsidiaries of PTC [removed: Inc.](https://www.sec.gov/Archives/edgar/data/857005/000095017024127231/ptc-ex21_1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-ex21_1.htm)] | | X | | | | | | | | |

| 23.1 | | [Consent of PricewaterhouseCoopers LLP, an independent registered public accounting [removed: firm](https://www.sec.gov/Archives/edgar/data/857005/000095017024127231/ptc-ex23_1.htm)] [added: firm](https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-ex23_1.htm)] | | X | | | | | | | | |

| 31.1 | | [Certification of the Chief Executive Officer Pursuant to Exchange Act Rules 13(a)-14(a) and [removed: 15d-14(a)](https://www.sec.gov/Archives/edgar/data/857005/000095017024127231/ptc-ex31_1.htm)] [added: 15d-14(a)](https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-ex31_1.htm)] | | X | | | | | | | | |

| 31.2 | | [Certification of the Chief Financial Officer Pursuant to Exchange Act Rules 13(a)-14(a) and [removed: 15d-14(a)](https://www.sec.gov/Archives/edgar/data/857005/000095017024127231/ptc-ex31_2.htm)] [added: 15d-14(a)](https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-ex31_2.htm)] | | X | | | | | | | | |

| 32 | | [Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/857005/000095017024127231/ptc-ex32.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-ex32.htm)] | | X | | | | | | | | |

| 97.1 | | [Executive Compensation Recoupment Policy](https://www.sec.gov/Archives/edgar/data/857005/000095017024127231/ptc-ex97_1.htm) | | [removed: X] | | [added: 10-K] | | [added: November 14, 2024] | | [added: 97.1] | | [added: 0-18059] |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly [removed: authorized on the 14th day of November, 2024.][added: authorized.]

| [added: Neil Barua] | [removed: By:] | [removed: /s/ NEIL BARUA] | [added: | |]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities [removed: indicated below,] [added: and] on the [removed: 14th day of November, 2024.][added: dates indicated.]

| Signature | | Title | [added: | Date |]

| (i) Principal Executive Officer: | | | [added: | |]

| /s/ NEIL BARUA | | [removed: President and] [added: President,] Chief Executive [removed: Officer] [added: Officer, and Director] | [added: | November 21, 2025 |]

| [removed: Neil Barua] [added: Date: November 21, 2025] | [added: By:] | [added: /s/ NEIL BARUA] |

| (ii) Principal Financial Officer: | | | [added: | |]

| /s/ KRISTIAN TALVITIE | | Executive Vice President and Chief Financial Officer | [added: | November 21, 2025 |]

| Kristian Talvitie | | | [added: | |]

| (iii) Principal Accounting Officer: | | | [added: | |]

| /s/ ALICE CHRISTENSON | | Chief Accounting Officer | [added: | November 21, 2025 |]

| Alice Christenson | | | [added: | |]

| (iv) Board of Directors: | | | [added: | |]

| /s/ JANICE CHAFFIN | | Chair of the Board | [added: | November 21, 2025 |]

| Janice Chaffin | | | [added: | |]

| [removed: /s/ MARK BENJAMIN] [added: Mark Benjamin] | | [removed: Director] | [added: | |]

| [removed: Mark Benjamin] [added: /s/ MARK BENJAMIN] | | [added: Director] | [added: | November 21, 2025 |]

| [removed: /s/ ROB BERNSHTEYN] [added: Rob Bernshteyn] | | [removed: Director] | [added: | |]

| [removed: Rob Bernshteyn] [added: /s/ ROB BERNSHTEYN] | | [added: Director] | [added: | November 21, 2025 |]

| [removed: /s/ AMAR HANSPAL] [added: Amar Hanspal] | | [removed: Director] | [added: | |]

| 10.18 | | [Amendment No. 2 dated November 18, 2025 to the Fourth Amended and Restated Credit Agreement dated January 3, 2023 by and among PTC, PTC (IFSC) Limited, JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders named therein](https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-ex10_18.htm) | | X | | | | | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| /s/ JAMES LICO | | Director | | November 21, 2025 |

| James Lico | | | | |

| | | | | |

| /s/ TRAC PHAM | | Director | | November 21, 2025 |

| Trac Pham | | | | |

November 21, 2025

| | | 2025 | | | | 2024 | | |

| Net income | | $ | 733,997 | | | $ | 376,333 | | | $ | 245,540 | |

| Net income | | $ | 733,997 | | | $ | 376,333 | | | $ | 245,540 | |

| Repayments of senior notes | | | (500,000 | ) | | | — | | | | — | |

| Repurchases of common stock, including excise tax | | | (1,646 | ) | | | (17 | ) | | | (301,073 | ) | | | — | | | | — | | | | (301,090 | ) |

| Net income | | | — | | | | — | | | | — | | | | 733,997 | | | | — | | | | 733,997 | |

| Balance as of September 30, 2025 | | | 119,536 | | | $ | 1,195 | | | $ | 1,822,590 | | | $ | 2,083,607 | | | $ | (81,163 | ) | | $ | 3,826,229 | |

These options have maturities of up to approximately fourteen months.

We did not purchase any software in 2025.

In 2025, we recorded an impairment charge of $15.6 million, of which $12.8 million related to lease right-of-use assets and $2.8 million related to fixed assets.

This impairment was triggered by the sublease of certain portions of our Seaport headquarters, which resulted in both reassessment of the asset grouping and identification of potential impairment.

After determining the appropriate asset group, we performed a recoverability test by comparing the undiscounted cash flows for each asset group with its carrying value, in each case concluding that impairment was indicated.

The fair value of each asset group was then estimated using a discounted cash flow model.

This fair value assessment involved assumptions and estimates, including the sublease term, variable lease payments, the market discount rate, expected construction and broker costs, and estimates of future sublease cash flows for the period after the present sublease ends (when applicable).

| Net income | | $ | 733,997 | | | $ | 376,333 | | | $ | 245,540 | |

| Earnings per share—Basic | | $ | 6.12 | | | $ | 3.14 | | | $ | 2.07 | |

| Earnings per share—Diluted | | $ | 6.08 | | | $ | 3.12 | | | $ | 2.06 | |

See *Note 11.

*Recently Adopted Accounting Pronouncements*

The ASU became effective for us in 2025 and resulted in disclosure changes only (see *Note 17.

*Targeted Improvements to the Accounting for Internal-Use Software*

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software by eliminating project stage-based capitalization and clarifying the probable-to-complete threshold to commence the capitalization of software costs.

The ASU will be effective for us in the first quarter of 2029, with early adoption permitted.

The standard may be applied prospectively, retrospectively, or via a modified prospective transition method.

*Measurements of Credit Losses for Accounts Receivable and Contract Assets*

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on accounts receivable and contract assets.

| 4.3 | | [Form of 4.000% senior unsecured notes due 2028](https://www.sec.gov/Archives/edgar/data/0000857005/000119312520035604/d882560dex41.htm) | | | | 8-K | | February 13, 2020 | | 4.3 | | 0-18059 |

| 10.3-1* | | [Executive Agreement by and between the Company and James Heppelmann dated September 30, 2020](https://www.sec.gov/Archives/edgar/data/0000857005/000156459020045937/ptc-ex101_8.htm) | | | | 8-K | | October 6, 2020 | | 10.1 | | 0-18059 |

| | | |

| --- | --- | --- |

| /s/ JANESH MOORJANI | | Director |

| Janesh Moorjani | | |

| /s/ ROBERT SCHECHTER | | Director |

| Robert Schechter | | |

November 14, 2024

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Loss on investment | | | — | | | | — | | | | 31,854 | |

| Gain on divestiture of business | | | — | | | | — | | | | (29,808 | ) |

| Proceeds from sale of investments | | | — | | | | 349 | | | | 46,906 | |

| Purchases of investments | | | — | | | | (5,823 | ) | | | — | |

| Purchase of intangible assets | | | (3,990 | ) | | | (800 | ) | | | (6,451 | ) |

| Divestitures of businesses and assets, net | | | — | | | | (154 | ) | | | 32,518 | |

| Payments of principal for financing leases | | | (82 | ) | | | (536 | ) | | | (297 | ) |

| Payment of deferred acquisition consideration | | | (620,040 | ) | | | — | | | | — | |

| Balance as of September 30, 2021 | | | 117,163 | | | $ | 1,172 | | | $ | 1,718,504 | | | $ | 414,656 | | | $ | (95,864 | ) | | $ | 2,038,468 | |

| Net income | | | — | | | | — | | | | — | | | | 313,081 | | | | — | | | | 313,081 | |

| Repurchases of common stock | | | (1,046 | ) | | | (11 | ) | | | (124,989 | ) | | | — | | | | — | | | | (125,000 | ) |

In 2022, we sold shares of a common stock investment in Matterport for a total of $42.7 million.

The aggregate realized gain from the original investment of $8.7 million was $34.0 million, including cumulative recognized gains prior to 2022, partially offset by a recognized loss of $34.8 million in 2022.

As of and subsequent to September 30, 2022, PTC held no shares in Matterport.

We did not hold any foreign currency option contracts as of September 30, 2023 or 2024.

operating results, significant changes in our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, a significant decline in our stock price for a sustained period and a reduction of our market capitalization relative to net book value.

There were no such events or changes in business circumstances in 2024.

We do not record tax provisions or benefits for the

The ASU will be effective for us in 2025.

| Short-term and long-term receivables | | $ | 1,062,052 | | | $ | 997,490 | |

There were additional deferrals of $738.2 million, primarily related to new billings.

As of September 30, 2024, the transaction price amounts include additional performance obligations of $775.3 million recorded in deferred revenue and $1,494.0 million that are not yet recorded in the Consolidated Balance Sheets.

Restructuring and Other Charges (Credits), Net

Restructuring and other charges (credits), net includes restructuring charges (credits) and impairment and accretion expense charges related to the lease assets of exited facilities.

Restructuring and other charges (credits), net and related payments were immaterial in 2024 and 2023 and the balances of restructuring accruals were immaterial as of September 30, 2024 and 2023.

In 2022, Restructuring and other charges (credits), net totaled $36.2 million, of which $32.4 million is attributable to restructuring charges primarily related to employee termination benefits, $5.1 million is attributable to other charges for professional fees included in restructuring related to our SaaS transformation, offset by a $1.3 million credit attributable to sublease income and the reversal of lease liabilities related to exited lease facilities.

These charges substantially relate to a plan to restructure our workforce and consolidate select facilities to align our customer facing and product-related functions with SaaS industry best practices and accelerate the opportunity for our on-premises customers to move to the cloud.

We made cash payments related to restructuring charges of $40.8 million ($34.0 million related to employee charges, $2.5 million in payments for other professional fees, and $4.3 million in net payments for variable costs related to restructured facilities).

Property and equipment additions which were accrued and unpaid as of September 30, 2024, 2023, and 2022 were $0.6 million, $1.8 million, and $6.8 million, respectively.