PTC CEO Form 4 shows new RSUs and tax-withholding share sale

Rhea-AI Filing Summary

PTC Inc. (PTC) disclosed insider equity activity by its President and CEO, who also serves as a director. On 11/20/2025, the executive acquired 9,506 shares of common stock at $0, earned under the FY25 Corporate Incentive Plan, and simultaneously disposed of 4,597 shares at $170.43 to cover tax withholding from vesting restricted stock units. Following these transactions, the executive directly owned 81,536 shares of PTC common stock.

The filing also reports new equity awards dated 11/19/2025, including 37,803 performance-based restricted stock units that may vest in installments on November 15, 2026, 2027 and 2028, another 37,803 performance-based units that may vest on November 15, 2028, and 40,711 time-based restricted stock units scheduled to vest in three substantially equal installments on November 15, 2026, 2027 and 2028. Each restricted stock unit represents a contingent right to receive one share of PTC common stock.

Insights

Equity Compensation Analyst

Large FY25 equity awards and incentive payout to PTC’s President/CEO; standard, modestly dilutive but alignment-focused.

This filing records equity-related changes for **PTC INC.**’s President and CEO serving also as a director. On 11/20/2025 he acquired 9,506 shares of common stock at $0, earned under the FY25 Corporate Incentive Plan, then immediately used 4,597 shares, at a price of $170.43, to satisfy tax withholding. After these transactions, he directly holds 81,536 shares of common stock.

On 11/19/2025, he received several large **restricted stock unit (RSU)** grants, each RSU being a contingent right to one common share. These include performance-based RSUs of 37,803 units vesting, to the extent earned, on November 15, 2026, 2027 and 2028, another 37,803 performance-based RSUs vesting, to the extent earned, on November 15, 2028, and 40,711 time-based RSUs vesting in three substantially equal installments on November 15, 2026, 2027 and 2028. He beneficially owns 37,803, 37,803, and 40,711 derivative securities, respectively, all held directly.

The mechanism is standard: incentive-plan shares and RSUs compensate and motivate a key executive, while share tendering covers tax liabilities without separate cash outlay disclosed here. Potential effects include future share issuance as RSUs vest, which slightly increases the share count and dilutes existing holders. The structure ties a meaningful portion of future value to performance-based vesting dates through 2028, so the most relevant items to watch are vesting outcomes and any future Form 4 filings around those dates.

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^*

Barua Neil

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		9,506(1)	A	$0	86,133	D
Common Stock	11/20/2025		F		4,597(2)	D	$170.43	81,536	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		37,803		(4)	(4)	Common Stock	37,803	$0	37,803(7)	D
Restricted Stock Units	(3)	11/19/2025		A		37,803		(5)	(5)	Common Stock	37,803	$0	37,803(7)	D
Restricted Stock Units	(3)	11/19/2025		A		40,711		(6)	(6)	Common Stock	40,711	$0	40,711(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 07/19/2023	11/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

PTC reported that its President and CEO acquired 9,506 shares of common stock at $0 under the FY25 Corporate Incentive Plan and disposed of 4,597 shares at $170.43 to cover tax withholding on vested restricted stock units.

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

After the reported transactions, the President and CEO directly owned 81,536 shares of PTC Inc. common stock.

What new restricted stock unit (RSU) awards were granted to the PTC CEO?

On 11/19/2025, the CEO received three RSU grants: 37,803 performance-based RSUs that may vest on November 15, 2026, 2027 and 2028; another 37,803 performance-based RSUs that may vest on November 15, 2028; and 40,711 time-based RSUs that vest in three substantially equal installments on November 15, 2026, 2027 and 2028.

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

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

Why were 4,597 PTC shares disposed of by the reporting person?

The 4,597 shares were tendered to PTC to satisfy tax withholding obligations incurred when the reporting person’s restricted stock unit awards vested.

What is the reporting person’s role and relationship to PTC Inc.?

The reporting person is both a director and an officer of PTC Inc., serving as its President and CEO, and filed the Form 4 as one reporting person.