PTC insider updates holdings after RSU vesting and tax share tender

Rhea-AI Filing Summary

PTC Inc. (PTC) reported insider equity activity for its EVP, GC and Secretary following the vesting of multiple restricted stock unit (RSU) awards on November 15, 2025. The reporting person acquired 20,678 shares of common stock at an exercise price of $0, reflecting RSUs converting into shares. To cover tax withholding obligations from these vestings, the insider surrendered 9,013 shares at a price of $179.61 per share to the company. After these transactions, the insider directly owned 27,408 shares of PTC common stock. Several performance-based and time-based RSU grants from 2022, 2023 and 2024 either vested or partially vested on this date, with remaining derivative holdings shown in the filing.

Insider Trade Summary

20,678 shares exercised/converted

Mixed 9 txns

Insider VON STAATS AARON C

Role EVP, GC and Secretary

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,299	$0.00	--
Exercise	Restricted Stock Units	6,930	$0.00	--
Exercise	Restricted Stock Units	3,209	$0.00	--
Exercise	Restricted Stock Units	1,308	$0.00	--
Exercise	Restricted Stock Units	3,232	$0.00	--
Exercise	Restricted Stock Units	1,469	$0.00	--
Exercise	Restricted Stock Units	3,231	$0.00	--
Exercise	Common Stock	20,678	$0.00	--
Tax Withholding	Common Stock	9,013	$179.61	$1.62M

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 36,421 shares (Direct)

Footnotes (1)

1. 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. Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock. Performance-based RSUs granted on November 16, 2022 that could be earned for FY25 that were earned and vested on November 15, 2025. RSUs granted on November 16, 2022 that vested on November 15, 2025. Performance-based RSUs granted on November 15, 2023 that vest to the extent earned on November 15, 2024, 2025 and 2026. RSUs granted on November 15, 2023 that vest in three substantially equal installments on November 15, 2024, 2025 and 2026. Performance-based RSUs granted on November 13, 2024 that vest to the extent earned on November 15, 2025, 2026 and 2027. RSUs granted on November 13, 2024 that vest in three substantially equal installments on November 15, 2025, 2026 and 2027. This amount represents the total number of derivative securities beneficially owned of the class shown.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
11/15/2025

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	11/15/2025		M		20,678	A	$0	36,421	D
Common Stock	11/15/2025		F		9,013(1)	D	$179.61	27,408	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	(2)	11/15/2025		M			1,299	(3)	(3)	Common Stock	1,299	$0	0(9)	D
Restricted Stock Units	(2)	11/15/2025		M			6,930	(3)	(3)	Common Stock	6,930	$0	0(9)	D
Restricted Stock Units	(2)	11/15/2025		M			3,209	(4)	(4)	Common Stock	3,209	$0	0(9)	D
Restricted Stock Units	(2)	11/15/2025		M			1,308	(5)	(5)	Common Stock	1,308	$0	1,616(9)	D
Restricted Stock Units	(2)	11/15/2025		M			3,232	(6)	(6)	Common Stock	3,232	$0	3,232(9)	D
Restricted Stock Units	(2)	11/15/2025		M			1,469	(7)	(7)	Common Stock	1,469	$0	3,230(9)	D
Restricted Stock Units	(2)	11/15/2025		M			3,231	(8)	(8)	Common Stock	3,231	$0	6,460(9)	D

Explanation of Responses:

1. 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.

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

3. Performance-based RSUs granted on November 16, 2022 that could be earned for FY25 that were earned and vested on November 15, 2025.

4. RSUs granted on November 16, 2022 that vested on November 15, 2025.

5. Performance-based RSUs granted on November 15, 2023 that vest to the extent earned on November 15, 2024, 2025 and 2026.

6. RSUs granted on November 15, 2023 that vest in three substantially equal installments on November 15, 2024, 2025 and 2026.

7. Performance-based RSUs granted on November 13, 2024 that vest to the extent earned on November 15, 2025, 2026 and 2027.

8. RSUs granted on November 13, 2024 that vest in three substantially equal installments on November 15, 2025, 2026 and 2027.

9. 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	11/17/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did PTC (PTC) report in this Form 4?

The Form 4 reports that PTC's EVP, GC and Secretary acquired 20,678 shares of common stock upon vesting of RSU awards on November 15, 2025, and surrendered part of these shares to cover taxes.

How many PTC shares does the reporting person own after the November 15, 2025 transactions?

Following the reported transactions on November 15, 2025, the reporting person directly owns 27,408 shares of PTC common stock.

Why were 9,013 PTC shares disposed of by the insider?

The 9,013 shares were tendered to PTC to satisfy the reporting person's tax withholding obligations incurred in connection with the vesting of restricted stock unit awards, at a price of $179.61 per share.

What types of equity awards are involved in this PTC Form 4 filing?

The filing involves restricted stock units (RSUs), including both performance-based RSUs and time-based RSUs. Each RSU represents a contingent right to receive one share of PTC common stock upon vesting.

Which RSU grants vested for the PTC executive on November 15, 2025?

RSUs granted on November 16, 2022, November 15, 2023, and November 13, 2024 had performance-based and time-based tranches that were earned and/or vested on November 15, 2025, resulting in the share acquisition reported.

Does this PTC Form 4 indicate any sale of shares on the open market?

The filing shows a disposition of 9,013 shares coded as tax withholding, tendered to the issuer at $179.61 per share. It describes this as satisfying tax withholding obligations rather than an open-market sale.