Item 9B. Other Information

Director and Executive Officer Adoption, Modification or Termination of 10b5-1 Plans in Q4’25

Our Section 16 officers and directors may enter into plans or arrangements for the purchase or sale of our securities that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. Such plans and arrangements must comply in all respects with our insider trading policies, including our policy governing entry into and operation of 10b5-1 plans and arrangements.

Table of Contents

During the quarter ended September 30, 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). All plans adopted covered only sales of PTC common stock. No plans were modified or terminated.

(1)

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

(2)

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

(3)

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.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2 to the Credit Agreement, which is filed as Exhibit 10.18 hereto and incorporated herein by reference.