Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Credit Agreement

On October 1, 2024, PTC Inc. ("PTC") and PTC (IFSC) Limited, a subsidiary of PTC, entered into Amendment No. 1 (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 definition of "Springing Maturity Date" to add that the Springing Maturity Date (the date on which all amounts outstanding under the Credit Agreement would accelerate and become due if our 2025 Senior Notes due February 15, 2025 remained outstanding) shall not occur on November 16, 2024 if PTC's Available Liquidity is greater than or equal to $600,000,000 on such date, and adds a definition of "Available Liquidity" for the purposes of the calculation. "Available Liquidity" is defined as cash and Cash Equivalent Investments, readily-marketable securities, and Available Revolving Commitments under the Credit Agreement. 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. 1 to the Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits