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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_ to_

Commission File Number: 0-18059

PTC Inc.

(Exact name of registrant as specified in its charter)

Massachusetts04-2866152
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)

121 Seaport Boulevard**,** Boston**,** MA 02210

(Address of principal executive offices, including zip code)

(781) 370-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $.01 par value per sharePTCNASDAQ Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

There were 118,833,211 shares of our common stock outstanding on August 2, 2023.

PTC Inc.

INDEX TO FORM 10-Q

For the Quarter Ended June 30, 2023

Page Number
Part I—FINANCIAL INFORMATION
Item 1.Unaudited Condensed Consolidated Financial Statements:1
Consolidated Balance Sheets as of June 30, 2023 and September 30, 20221
Consolidated Statements of Operations for the three and nine months ended June 30, 2023 and June 30, 20222
Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2023 and June 30, 20223
Consolidated Statements of Cash Flows for the nine months ended June 30, 2023 and June 30, 20224
Consolidated Statements of Stockholders' Equity for the three and nine months ended June 30, 2023 and June 30, 20225
Notes to Condensed Consolidated Financial Statements7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 3.Quantitative and Qualitative Disclosures about Market Risk32
Item 4.Controls and Procedures32
Part II—OTHER INFORMATION
Item 1A.Risk Factors32
Item 5.Other Information32
Item 6.Exhibits33
Signature34

PART I—FINANCI****AL INFORMATION

Next: Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS