PTC intends to grant the initial purchasers an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to $50.0 million of additional Notes. 

The Notes will be general senior unsecured obligations of PTC and will accrue interest payable semiannually in arrears. The Notes will mature on June 15, 2031, unless earlier converted, repurchased or redeemed. Upon conversion, PTC will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at PTC's election. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Offering.

PTC expects to use net proceeds from the Offering for repurchases of a portion of its 1.5% Convertible Senior Notes due 2026 (the "2026 Notes") concurrently with the Offering, and for the repayment or retirement of any remaining 2026 Notes at maturity. PTC also expects to repurchase shares of common stock in an amount of approximately $50.0 million, through privately negotiated transactions effected concurrently with the Offering, although the amount of its common stock that PTC actually repurchases may be more or less than $50 million. Any remaining net proceeds from the Offering will be used for general corporate purposes, which may include additional repurchases of the 2026 Notes from time to time following the Offering.