[Form 4] PTC INC. Insider Trading Activity

Rhea-AI Filing Summary

PTC Inc. (PTC) EVP and Chief Financial Officer reported equity transactions involving company stock and restricted stock units. On 11/20/2025, the reporting person acquired 4,555 shares of common stock at a stated price of $0, increasing directly held common shares to 69,538 before a subsequent tax-related transaction. On the same date, 2,203 shares of common stock were disposed of at $170.43 per share, tendered to PTC Inc. to satisfy tax withholding obligations related to vesting restricted stock units, leaving 67,335 common shares directly owned.

On 11/19/2025, the executive received multiple restricted stock unit awards. These included 7,996 performance-based RSUs that may vest on November 15, 2026, 2027 and 2028, an additional 7,996 performance-based RSUs that may vest on November 15, 2028, and 15,993 RSUs that may vest in three substantially equal installments on November 15, 2026, 2027 and 2028. Each RSU represents a contingent right to receive one share of PTC Inc. 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^*

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)
11/19/2025

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		4,555(1)	A	$0	69,538	D
Common Stock	11/20/2025		F		2,203(2)	D	$170.43	67,335	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		7,996		(4)	(4)	Common Stock	7,996	$0	7,996(7)	D
Restricted Stock Units	(3)	11/19/2025		A		7,996		(5)	(5)	Common Stock	7,996	$0	7,996(7)	D
Restricted Stock Units	(3)	11/19/2025		A		15,993		(6)	(6)	Common Stock	15,993	$0	15,993(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 06/06/2023	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

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

The EVP and Chief Financial Officer of PTC Inc. reported acquiring 4,555 shares of common stock on 11/20/2025 and disposing of 2,203 shares the same day to cover tax withholding related to restricted stock unit vesting.

How many PTC (PTC) common shares does the reporting person own after these transactions?

Following the reported 11/20/2025 transactions, the reporting person directly beneficially owns 67,335 shares of PTC Inc. common stock.

What new restricted stock units were granted to the PTC (PTC) executive?

On 11/19/2025, the executive received 7,996 performance-based RSUs that may vest on November 15, 2026, 2027 and 2028, another 7,996 performance-based RSUs that may vest on November 15, 2028, and 15,993 RSUs that may vest in three substantially equal installments on November 15, 2026, 2027 and 2028.

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

Each restricted stock unit reported represents a contingent right to receive one share of PTC Inc. common stock, subject to applicable vesting conditions.

Why were some PTC (PTC) shares disposed of at $170.43?

The 2,203 shares of common stock disposed of at $170.43 per share on 11/20/2025 were tendered to PTC Inc. to satisfy the reporting person’s tax withholding obligations arising from the vesting of restricted stock unit awards.

Are the PTC (PTC) restricted stock unit awards performance-based or time-based?

The filing reports both performance-based RSUs, which vest to the extent earned on specified future dates, and time-based RSUs, which vest in substantially equal installments on November 15, 2026, 2027 and 2028.