[SCHEDULE 13G/A] PTC INC. Amended Passive Investment Disclosure
T. Rowe Price reports 19.1M PTC shares (16.0%)
PTC Inc. filing: T. Rowe Price Investment Management, Inc. amended a Schedule 13G to report 19,095,008 shares beneficially owned, representing 16.0% of the class.
PTC Inc. filing: T. Rowe Price Investment Management, Inc. amended a Schedule 13G to report 19,095,008 shares beneficially owned, representing 16.0% of the class. The filer reports 18,268,356 shares with sole voting power and 19,095,008 with sole dispositive power. The filing notes that some shares are held on behalf of clients, including T. Rowe Price Capital Appreciation Fund with 7,722,996 shares (6.5%), and affirms the adviser does not claim beneficial ownership for client-held assets.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed by an asset manager.
The filing shows 19,095,008 shares (16.0%) reported by T. Rowe Price Investment Management, Inc., with 18,268,356 shares carrying sole voting power. This indicates a significant institutional position in PTC disclosed under Schedule 13G/A.
Actual economic ownership is held for multiple clients; the filing specifically lists a fund holding 7,722,996 shares (6.5%). Subsequent filings may show changes if client mandates or discretionary allocations shift.
Amendment clarifies voting and dispositive powers and custodian relationships.
The amendment details sole voting power (18,268,356) and sole dispositive power (19,095,008), and includes a standard advisory disclosure that clients retain ultimate receipt rights for dividends and sale proceeds.
This statement distances the adviser from claiming direct beneficial ownership; it follows Schedule 13G/A practice for investment advisers and clarifies reportable percentages for regulatory transparency.
Key Figures
Beneficially owned:19,095,008 sharesPercent of class:16.0%Sole voting power:18,268,356 shares+2 more
5 metrics
Beneficially owned19,095,008 sharesreported on Schedule 13G/A amendment
Percent of class16.0%percent of common stock reported beneficially owned
Sole voting power18,268,356 sharesshares with sole power to vote
Sole dispositive power19,095,008 sharesshares with sole power to dispose
Fund holding (example)7,722,996 sharesT. Rowe Price Capital Appreciation Fund holding (6.5%)
Key Terms
Schedule 13G/A, Sole dispositive power, Beneficial ownership
3 terms
Schedule 13G/Aregulatory
"Amendment No. 6 and Schedule 13G/A reporting language"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Sole dispositive powerregulatory
"Sole power to dispose or to direct the disposition of: 19095008"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Beneficial ownershipregulatory
"Amount beneficially owned: 19095008 (b) Percent of class: 16.0 %"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake did T. Rowe Price report in PTC (PTC)?
T. Rowe Price Investment Management reported 19,095,008 shares, representing 16.0% of PTC's common stock, with 18,268,356 shares carrying sole voting power.
Does the filing say T. Rowe Price directly owns the reported PTC shares?
No. The filing affirms the adviser does not claim direct beneficial ownership; the shares are held in client accounts for which the adviser has discretionary authority.
Which T. Rowe Price fund is named and how many PTC shares does it hold?
T. Rowe Price Capital Appreciation Fund is named as holding 7,722,996 shares, representing 6.5% of the class as disclosed in the amendment.
What voting and dispositive powers are reported in the Schedule 13G/A?
The filing reports 18,268,356 shares as sole voting power and 19,095,008 shares as sole dispositive power held by T. Rowe Price Investment Management.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
PTC INC
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
69370C100
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
69370C100
1
Names of Reporting Persons
T. Rowe Price Investment Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MARYLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
18,268,356.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
19,095,008.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,095,008.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
16.0 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
PTC INC
(b)
Address of issuer's principal executive offices:
121 SEAPORT BOULEVARD, BOSTON, MA, 02210
Item 2.
(a)
Name of person filing:
T. Rowe Price Investment Management, Inc.
(b)
Address or principal business office or, if none, residence:
1307 Point Street, Baltimore, MD 21231
(c)
Citizenship:
Maryland
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP No.:
69370C100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
19095008
(b)
Percent of class:
16.0 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
18268356
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
19095008
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Ownership of More than Five Percent on Behalf of Another Person (1) Price Investment Management does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client's custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which Price Investment Management serves as investment adviser. Any and all discretionary authority which has been delegated to Price Investment Management may be revoked in whole or in part at any time. Except as may be indicated if this is a joint filing with one of the registered investment companies sponsored by Price Investment Management which it also serves as investment adviser ("T. Rowe Price Funds"), not more than 5% of the class of such securities is owned by any one client subject to the investment advice of Price Investment Management. (2) [T. ROWE PRICE CAPITAL APPRECIATION FUND ]: T. ROWE PRICE CAPITAL APPRECIATION FUND, of which T. Rowe Price Investment Management, Inc. is the investment adviser, holds the securities reported herein in their investment portfolio managed by T. Rowe Price Investment Management, Inc. and such funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities that they hold. T. ROWE PRICE CAPITAL APPRECIATION FUND has an interest in 7,722,996 of the class reported herein representing 6.5% of the class.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. T. Rowe Price Investment Management, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Investment Management is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
