PTC (PTC) CFO Form 4 shows RSU vesting and tax withholding

Rhea-AI Filing Summary

PTC Inc.'s EVP and Chief Financial Officer reported routine equity compensation activity on 11/15/2025. The filing shows the exercise and vesting of 32,140 shares of common stock at an exercise price of $0, arising from previously granted restricted stock units. To cover tax withholding from these vestings, 14,574 shares were tendered back to the company at $179.61 per share. After these transactions, the executive directly owned 64,983 shares of PTC common stock. The detailed footnotes explain that the underlying awards include both time-based and performance-based restricted stock units granted in prior years.

Insider Trade Summary

32,140 shares exercised/converted

Mixed 9 txns

Insider Talvitie Kristian

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,079	$0.00	--
Exercise	Restricted Stock Units	11,090	$0.00	--
Exercise	Restricted Stock Units	5,134	$0.00	--
Exercise	Restricted Stock Units	2,182	$0.00	--
Exercise	Restricted Stock Units	5,387	$0.00	--
Exercise	Restricted Stock Units	1,960	$0.00	--
Exercise	Restricted Stock Units	4,308	$0.00	--
Exercise	Common Stock	32,140	$0.00	--
Tax Withholding	Common Stock	14,574	$179.61	$2.62M

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 79,557 shares (Direct)

Footnotes (1)

1. Amount reflects 71 shares purchased under the 2016 Employee Stock Purchase Plan for the offering period ending January 31, 2025 and 64 shares purchased under the 2016 Employee Stock Purchase Plan for the offering period ending July 31, 2025. 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
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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^*

Talvitie Kristian

(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, Chief Financial Officer

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		32,140	A	$0	79,557(1)	D
Common Stock	11/15/2025		F		14,574(2)	D	$179.61	64,983	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)	11/15/2025		M			2,079	(4)	(4)	Common Stock	2,079	$0	0(10)	D
Restricted Stock Units	(3)	11/15/2025		M			11,090	(4)	(4)	Common Stock	11,090	$0	0(10)	D
Restricted Stock Units	(3)	11/15/2025		M			5,134	(5)	(5)	Common Stock	5,134	$0	0(10)	D
Restricted Stock Units	(3)	11/15/2025		M			2,182	(6)	(6)	Common Stock	2,182	$0	2,693(10)	D
Restricted Stock Units	(3)	11/15/2025		M			5,387	(7)	(7)	Common Stock	5,387	$0	5,387(10)	D
Restricted Stock Units	(3)	11/15/2025		M			1,960	(8)	(8)	Common Stock	1,960	$0	4,307(10)	D
Restricted Stock Units	(3)	11/15/2025		M			4,308	(9)	(9)	Common Stock	4,308	$0	8,614(10)	D

Explanation of Responses:

1. Amount reflects 71 shares purchased under the 2016 Employee Stock Purchase Plan for the offering period ending January 31, 2025 and 64 shares purchased under the 2016 Employee Stock Purchase Plan for the offering period ending July 31, 2025.

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 16, 2022 that could be earned for FY25 that were earned and vested on November 15, 2025.

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

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

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

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

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

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

	/s/Sean McGrath by power of attorney filed 06/06/2023	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).
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FAQ

What did PTC (PTC) disclose in this Form 4 filing?

The Form 4 reports equity compensation activity for PTC Inc.'s EVP and Chief Financial Officer, including the vesting of restricted stock units into 32,140 shares of common stock and related tax-share withholding.

How many PTC shares did the CFO acquire or vest in this transaction?

The CFO had 32,140 shares of PTC common stock credited as acquired at an exercise price of $0, reflecting the vesting and settlement of restricted stock unit awards.

How many PTC shares were used to cover taxes in the Form 4?

The filing states that 14,574 shares of PTC common stock were tendered to the issuer at $179.61 per share to satisfy tax withholding obligations from the vesting of restricted stock units.

How many PTC shares does the CFO own after these transactions?

Following the reported transactions on 11/15/2025, the CFO directly owned 64,983 shares of PTC Inc. common stock.

What types of awards were involved in the PTC CFO’s Form 4 transactions?

The Form 4 involves both restricted stock units (RSUs) and performance-based RSUs. Footnotes explain that some awards were granted in 2022, 2023, and 2024 and vest over multiple years based on service and performance conditions.

Did this PTC Form 4 include any new option or warrant grants?

No. The disclosure focuses on the vesting and settlement of existing restricted stock unit awards and the related tax-share withholding, rather than new grants of options or warrants.