UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2025

ASPEN TECHNOLOGY, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-41400	87-3100817
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 Crosby Drive
Bedford, MA		01730
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 221-6400

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		AZPN		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 1.02

Termination of a Material Definitive Agreement.

Termination of Credit Facility.

On March 12, 2025, in connection with the consummation of the acquisition by Emerson Electric Co. of Aspen Technology, Inc. (“AspenTech”), the Second Amended and Restated Credit Agreement, dated as of June 27, 2024, by and among AspenTech, JP Morgan Chase Bank, N.A. as the administrative agent and the lenders and initial issuing banks party thereto (the “Credit Facility”) was terminated. There were no borrowings under the Credit Facility prior to the termination. The description of the Credit Facility contained in Item 1.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by AspenTech on June 27, 2024, is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Aspen Technology, Inc.

	By:	/s/ Vincent M. Servello
		Name: Vincent M. Servello
		Title: President

Dated: March 17, 2025

Aspen Technology, Inc. 8-K