11/17/2025 | Press release | Distributed by Public on 11/17/2025 16:17
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 11/15/2025 | M | 2,079 | (4) | (4) | Common Stock | 2,079 | $ 0 | 0 (10) | D | ||||
| Restricted Stock Units | (3) | 11/15/2025 | M | 11,090 | (4) | (4) | Common Stock | 11,090 | $ 0 | 0 (10) | D | ||||
| Restricted Stock Units | (3) | 11/15/2025 | M | 5,134 | (5) | (5) | Common Stock | 5,134 | $ 0 | 0 (10) | D | ||||
| Restricted Stock Units | (3) | 11/15/2025 | M | 2,182 | (6) | (6) | Common Stock | 2,182 | $ 0 | 2,693(10) | D | ||||
| Restricted Stock Units | (3) | 11/15/2025 | M | 5,387 | (7) | (7) | Common Stock | 5,387 | $ 0 | 5,387(10) | D | ||||
| Restricted Stock Units | (3) | 11/15/2025 | M | 1,960 | (8) | (8) | Common Stock | 1,960 | $ 0 | 4,307(10) | D | ||||
| Restricted Stock Units | (3) | 11/15/2025 | M | 4,308 | (9) | (9) | Common Stock | 4,308 | $ 0 | 8,614(10) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Talvitie Kristian 121 SEAPORT BOULEVARD BOSTON, MA 02210 |
EVP, Chief Financial Officer | |||
| /s/Sean McGrath by power of attorney filed 06/06/2023 | 11/17/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Amount reflects 71 shares purchased under the 2016 Employee Stock Purchase Plan for the offering period ending January 31, 2025 and 64 shares purchased under the 2016 Employee Stock Purchase Plan for the offering period ending July 31, 2025. |
| (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 16, 2022 that could be earned for FY25 that were earned and vested on November 15, 2025. |
| (5) | RSUs granted on November 16, 2022 that vested on November 15, 2025. |
| (6) | Performance-based RSUs granted on November 15, 2023 that vest to the extent earned on November 15, 2024, 2025 and 2026. |
| (7) | RSUs granted on November 15, 2023 that vest in three substantially equal installments on November 15, 2024, 2025 and 2026. |
| (8) | Performance-based RSUs granted on November 13, 2024 that vest to the extent earned on November 15, 2025, 2026 and 2027. |
| (9) | RSUs granted on November 13, 2024 that vest in three substantially equal installments on November 15, 2025, 2026 and 2027. |
| (10) | This amount represents the total number of derivative securities beneficially owned of the class shown. |