[Form 4] PTC INC. Insider Trading Activity

Rhea-AI Filing Summary

PTC Inc. (PTC) executive Sean McGrath, EVP, GC and Secretary, reported equity transactions and new awards in a Form 4 filing. On 11/20/2025, he acquired 2,674 shares of common stock at a price of $0, increasing his directly held position to 30,082 shares before a same-day disposition related to taxes. Also on 11/20/2025, 1,293 shares were disposed of at $170.43 per share to satisfy tax withholding obligations tied to vesting restricted stock units, leaving 28,789 directly owned shares.

The filing also reports multiple restricted stock unit grants dated 11/19/2025. These include performance-based RSUs covering 6,106 shares that may vest, to the extent earned, on November 15, 2026, 2027 and 2028, additional performance-based RSUs over 6,106 shares that may vest, to the extent earned, on November 15, 2028, and time-based RSUs over 12,213 shares that vest in three substantially equal installments on November 15, 2026, 2027 and 2028. Each RSU represents a right to receive one share of PTC common stock.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

VON STAATS AARON C

(Last) (First) (Middle)

121 SEAPORT BOULEVARD

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PTC INC. [ PTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/20/2025		A		2,674(1)	A	$0	30,082	D
Common Stock	11/20/2025		F		1,293(2)	D	$170.43	28,789	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	11/19/2025		A		6,106		(4)	(4)	Common Stock	6,106	$0	6,106(7)	D
Restricted Stock Units	(3)	11/19/2025		A		6,106		(5)	(5)	Common Stock	6,106	$0	6,106(7)	D
Restricted Stock Units	(3)	11/19/2025		A		12,213		(6)	(6)	Common Stock	12,213	$0	12,213(7)	D

Explanation of Responses:

1. Shares earned under the FY25 Corporate Incentive Plan.

2. Tendered to Issuer to satisfy tax withholding obligations of the Reporting Person incurred in connection with the vesting of the Reporting Person's restricted stock unit awards.

3. Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock.

4. Performance-based RSUs granted on November 19, 2025 that vest to the extent earned on November 15, 2026, 2027 and 2028.

5. Performance-based RSUs granted on November 19, 2025 that vest to the extent earned on November 15, 2028.

6. RSUs granted on November 19, 2025 that vest in three substantially equal installments on November 15, 2026, 2027 and 2028.

7. This amount represents the total number of derivative securities beneficially owned of the class shown.

	/s/Sean McGrath by power of attorney filed 06/13/2024	11/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did PTC (PTC) report for Sean McGrath on this Form 4?

The filing shows that on 11/20/2025 Sean McGrath acquired 2,674 shares of PTC common stock at $0 and disposed of 1,293 shares at $170.43 per share. The disposition was to cover tax withholding linked to vesting restricted stock units.

How many PTC shares does Sean McGrath own directly after the reported transactions?

After the 11/20/2025 transactions, Sean McGrath is shown as directly owning 28,789 shares of PTC Inc. common stock.

What new restricted stock unit (RSU) awards for PTC (PTC) are disclosed in this Form 4?

The Form 4 reports several RSU grants dated 11/19/2025: performance-based RSUs over 6,106 shares that may vest on November 15, 2026, 2027 and 2028; performance-based RSUs over another 6,106 shares that may vest on November 15, 2028; and time-based RSUs over 12,213 shares vesting in three substantially equal installments on November 15, 2026, 2027 and 2028.

What does each restricted stock unit represent for PTC (PTC) in this filing?

Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock, as stated in the explanation of responses.

Why were some PTC shares disposed of at $170.43 in this Form 4?

The 1,293 shares disposed of at $170.43 per share were tendered to PTC Inc. to satisfy tax withholding obligations incurred in connection with the vesting of Sean McGrath's restricted stock unit awards.

What is Sean McGrath’s role at PTC Inc. according to this Form 4?

Sean McGrath is identified as an officer of PTC Inc., serving as EVP, GC and Secretary, and the Form 4 is filed by one reporting person.