PTC Form 4: CEO Barua Vesting 11,471 RSUs, Tax-Withholding Tender of 5,547 Shares

Rhea-AI Filing Summary

Neil Barua, President, CEO and a director of PTC Inc. reported stock activity on 08/15/2025. 11,471 restricted stock units (RSUs) vested (each RSU converts to one share) and were reported as acquired at $0, increasing underlying common stock beneficial ownership to 63,992 shares. To satisfy tax-withholding on the vesting, 5,547 shares were tendered to the issuer at a price of $205.84 per share, reducing direct common stock ownership to 58,445 shares. The filing was signed by an attorney-in-fact on 08/18/2025. The report discloses grant origin (RSUs from 07/27/2023) and scheduled vesting in 2024, 2025 and 2026.

Positive

• RSU vesting demonstrates continued alignment of executive incentives with shareholder interests through multi-year equity compensation
• Timely and detailed disclosure complies with Section 16 reporting requirements, improving transparency

Negative

• Tendered shares to satisfy tax withholding reduced the reporting person’s direct holdings by 5,547 shares
• Potential dilution from vested RSUs increases future share count if settled as common stock

Insights

Corporate Governance Expert

TL;DR: Insider vested RSUs and used share tendering to cover taxes; routine executive equity compensation event with governance disclosure complied.

The filing documents a scheduled vesting of RSUs granted July 27, 2023, with 11,471 units vesting on August 15, 2025, consistent with multi-year vesting schedules that align executive incentives with shareholder value. The tender of 5,547 shares to satisfy tax withholding is a common practice and does not indicate a market sale. Reporting is timely and includes required detail on amounts and prices, supporting transparency around insider holdings.

Securities Analyst

TL;DR: The transaction is an internal vesting/tax-withholding event; it slightly reduces net share count held by the reporting person but is non-cash and routine.

From an investor-materiality perspective, the vesting increased derivative exposure by 11,471 RSUs while the tender reduced direct shares by 5,547 at an indicated price of $205.84. The net change increases potential future dilution until RSUs settle but represents standard executive compensation mechanics rather than a liquidity-driven sale.

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)
08/15/2025

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	08/15/2025		M		11,471	A	$0	63,992	D
Common Stock	08/15/2025		F		5,547(1)	D	$205.84	58,445	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)	08/15/2025		M			11,471	(3)	(3)	Common Stock	11,471	$0	11,471(4)	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. RSUs granted on July 27, 2023 that vest in three substantially equal installments on August 15, 2024, 2025 and 2026.

4. 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	08/18/2025
	** 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

Who filed the Form 4 for PTC (PTC)?

Neil Barua, President and CEO and a director, filed the Form 4 (signed by power of attorney).

What equity did the insider receive on 08/15/2025?

The insider had 11,471 RSUs vest on 08/15/2025; each RSU represents a contingent right to one share of PTC common stock.

How many shares were tendered to cover taxes and at what price?

5,547 shares were tendered to the issuer to satisfy tax-withholding obligations at an indicated price of $205.84 per share.

What are the reporting person’s beneficial holdings after the transactions?

After the transactions the filing shows 58,445 shares directly beneficially owned and 11,471 derivative securities (RSUs) beneficially owned.

When were the RSUs originally granted and how do they vest?

The RSUs were granted on July 27, 2023 and vest in three substantially equal installments on August 15, 2024, 2025 and 2026.