Regulation FD Disclosure, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2025, PTC Inc. announced the November 30, 2025 appointment of Jennifer DiRico as the Executive Vice President, Chief Financial Officer of PTC, effective as of January 1, 2026. Ms. DiRico has served as the Chief Financial Officer at Commvault Systems, Inc., a cyber resilience company, since August 2024. Before that, Ms. DiRico served as Senior Vice President & General Manager, International at Toast, Inc. ("Toast") from December 2023 to August 2024, having served in a series of leadership positions within Toast from May 2016 to December 2023, including Senior Vice President & Head of Finance, and Chief of Staff. Prior to that, Ms. DiRico served in finance leadership positions with Nuance Communications. Ms. DiRico, age 41, obtained a Masters of Business Administration from Simmons College and a Bachelor of Business Administration from the University of Miami.

For our fiscal year ending September 30, 2026, Ms. DiRico's annual salary was set at $575,000 and her target annual bonus was also set at $575,000, both of which will be prorated for the year. She will be paid a signing bonus of $255,000, such bonus to repaid to PTC in full if her employment is terminated by PTC for cause or she resigns on or before January 5, 2028. She will also be granted restricted stock units ("RSUs") valued at $5,250,000 on the grant date (which RSUs replace a portion of her unvested equity awards at her current employer) and which RSUs will vest in two substantially equal annual installments in January 2027 and 2028; RSUs valued at $2,750,000 on the grant date, which RSUs will vest in three substantially equal installments in November 2026, 2027, and 2028; performance-based RSUs valued at $1,375,000 on the grant date that will vest in three substantially equal annual installments to the extent earned in November 2026, 2027, and 2028; and performance-based RSUs valued at $1,375,000 on the grant date that will vest to the extent earned in November 2028. Ms. DiRico will also be eligible to enter into PTC's standard form of Executive Agreement that provides protection with respect to specified involuntary terminations of employment and in connection with a change in control of PTC.

On December 1, 2025, it was agreed that Kristian Talvitie, PTC's Executive Vice President, Chief Financial Officer, will cease serving as such, and his last date of service will be December 31, 2025. Mr. Talvitie's separation is not associated with or attributable to any disagreement with PTC on any matter relating to PTC's operations, policies, or practices, including its accounting principles or practices, financial statements or disclosures, or internal controls.

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure

On December 4, 2025, PTC affirmed its guidance for the full fiscal year ending September 30, 2026 and for its first fiscal quarter ending December 31, 2025 provided on November 5, 2025.