PTC executive equity update: new RSUs, tax share tender reported

Rhea-AI Filing Summary

PTC Inc. (PTC) filed a Form 4 reporting equity awards and related share activity for its EVP, Chief Revenue Officer. On 11/20/2025, the executive acquired 4,436 shares of common stock at $0, earned under the FY25 Corporate Incentive Plan, and disposed of 2,145 shares at $170.43 that were tendered back to PTC to cover tax withholding from vesting restricted stock units. Following these transactions, the executive directly owned 6,178 shares of common stock.

On 11/19/2025, the executive also received multiple restricted stock unit grants. These include 7,633 performance-based RSUs that may vest on November 15, 2026, 2027 and 2028, another 7,633 performance-based RSUs that may vest on November 15, 2028, and 15,266 RSUs scheduled to 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 common stock.

Insights

Corporate governance and executive compensation analyst

Routine Form 4 showing incentive stock grants, vesting, and tax withholding.

This Form 4 details standard equity compensation for PTC Inc.’s EVP, Chief Revenue Officer. The executive earned 4,436 common shares under the FY25 Corporate Incentive Plan and used 2,145 shares, valued at $170.43 each, to satisfy tax withholding on vested restricted stock units. After these movements, the executive directly held 6,178 common shares.

The filing also lists new restricted stock unit awards granted on November 19, 2025. These include performance-based RSUs that may vest on November 15, 2026, 2027 and 2028, and an additional grant vesting in three substantially equal installments on those same dates. Each RSU corresponds to one share of common stock, tying a portion of the executive’s future compensation to PTC’s performance and continued service.

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^*

Dahdah Robert

(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 Revenue 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		4,436(1)	A	$0	8,323	D
Common Stock	11/20/2025		F		2,145(2)	D	$170.43	6,178	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		7,633		(4)	(4)	Common Stock	7,633	$0	7,633(7)	D
Restricted Stock Units	(3)	11/19/2025		A		7,633		(5)	(5)	Common Stock	7,633	$0	7,633(7)	D
Restricted Stock Units	(3)	11/19/2025		A		15,266		(6)	(6)	Common Stock	15,266	$0	15,266(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 11/24/2024	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).
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FAQ

What did PTC (PTC) report in this Form 4 for its EVP, Chief Revenue Officer?

The Form 4 reports that the EVP, Chief Revenue Officer acquired 4,436 shares of PTC common stock earned under the FY25 Corporate Incentive Plan, disposed of 2,145 shares to cover tax withholding on vested RSUs, and directly owned 6,178 common shares after these transactions.

What equity awards did the PTC (PTC) executive receive on November 19, 2025?

On November 19, 2025, the executive received several restricted stock unit awards: 7,633 performance-based RSUs that may vest on November 15, 2026, 2027 and 2028, another 7,633 performance-based RSUs that may vest on November 15, 2028, and 15,266 RSUs scheduled to vest in three substantially equal installments on November 15, 2026, 2027 and 2028.

How were the 2,145 PTC (PTC) shares disposed of in this Form 4?

The 2,145 PTC common shares were tendered to PTC Inc. at a price of $170.43 per share to satisfy the executive’s tax withholding obligations related to the vesting of restricted stock unit awards.

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

Each restricted stock unit reported in the Form 4 represents a contingent right to receive one share of PTC Inc. common stock, subject to the applicable vesting and performance conditions.

What is the vesting schedule for the time-based RSUs reported by PTC (PTC)?

The time-based RSUs granted on November 19, 2025 are scheduled to vest in three substantially equal installments on November 15, 2026, 2027 and 2028, assuming the vesting conditions are met.

What is the executive’s direct common stock ownership in PTC (PTC) after the reported transactions?

After the reported acquisition of 4,436 shares and the disposition of 2,145 shares for tax withholding, the executive directly owned 6,178 shares of PTC common stock.