Sec Form 4 Filing - Pietri Antonio J @ Aspen Technology, Inc. - 2025-03-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Pietri Antonio J 2. Issuer Name and Ticker or Trading Symbol Aspen Technology, Inc. [ AZPN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O ASPEN TECHNOLOGY, INC., 20 CROSBY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2025 (Street) BEDFORD, MA01730 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/11/2025 J( 1 ) 121,600 D 0 D Common Stock 03/12/2025 D( 1 ) 13 ( 2 ) D 0 D Common Stock 03/11/2025 J( 1 ) 11,450 D 0 I By GRAT Common Stock 03/12/2025 D 50,276 ( 3 ) D 0 D

< td rowspan="2" style="width: 6%; vertical-align: top;"> 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Option (Right to Buy) $ 193.49 03/12/2025 D( 5 ) 74,851 ( 5 ) 05/31/2032 Common Stock 74,851 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 146.48 03/12/2025 D( 5 ) 63,649 ( 5 ) 12/27/2030 Common Stock 63,649 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 145.35 03/12/2025 D( 5 ) 58,956 ( 5 ) 08/31/2031 Common Stock 58,956 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 129.48 03/12/2025 D( 5 ) 42,137 ( 5 ) 09/03/2028 Common Stock 42,137 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 149.5 03/12/2025 D( 5 ) 39,209 ( 5 ) 09/02/2029 Common Stock 39,209 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 51.03 03/12/2025 D( 5 ) 34,324 ( 5 ) 08/31/2026 Common Stock 34,324 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 70.99 03/12/2025 D( 5 ) 26,074 ( 5 ) 08/31/2027 Common Stock 26,074 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 48.91 03/11/2025 D( 5 ) 12,834 ( 5 ) 08/02/2025 Common Stock 12,834 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pietri Antonio J C/O ASPEN TECHNOLOGY, INC. 20 CROSBY DRIVE BEDFORD, MA01730 X President & CEO Signatures /s/Christopher A. Cooper, attorney-in fact for Mr. Pietri 03/13/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 26, 2025, among Aspen Technology, Inc. (the "Issuer"), Emerson Electric Co. ("Parent"), and Emersub CXV, Inc., a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a cash tender offer for shares of common stock of the Issuer (each, a "Share") not already owned by Parent and thereafter merged with and into the Issuer, effective as of March 12, 2025 (the "Effective Time"). At the Effective Time, each issued a nd outstanding Share was cancelled and converted into the right to receive $265.00 in cash (the "Merger Consideration"), without interest and less any applicable tax withholding. ( 2 )Includes 13 shares acquired on March 12, 2025 under the Aspen Technology, Inc. 2022 Employee Stock Purchase Plan. ( 3 )Represents restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one Share upon vesting of the RSU (a "Company RSU"). ( 4 )Pursuant to the Merger Agreement, at the Effective Time, each Company RSU reported in this Form 4 was cancelled and converted into an award of RSUs with respect to shares of common stock of Parent (each, a "Parent RSU"). The number of Parent shares applicable to each Parent RSU is equal to (i) the number of Shares underlying each Company RSU multiplied by (ii) the Equity Award Exchange Ratio (as defined in the Merger Agreement), rounded down to the nearest whole number of Parent shares. Each Parent RSU is subject to the same terms and conditions, including vesting schedule, that applied to the corresponding Company RSU prior to the Effective Time. ( 5 )Pursuant to the Merger Agreement, at the Effective Time, each option (whether vested or unvested) that was outstanding and unexercised immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such option, an amount in cash, without interest, less any applicable tax withholding, equal to the excess, if any, of the Merger Consideration over the exercise price per share of such option. Each option that was outstanding and unexercised immediately prior to the Effective Time which had a per share exercise price greater than or equal to the Merger Consideration was cancelled with no consideration payable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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