PTC INC.

For the period ended Feb 11, 2026. Filed Dec 23, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 11, 2026 · Filed Dec 23, 2025

PTC$195.07+0.2%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

	☑ Filed by the Registrant			☐ Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:

	☐ Preliminary Proxy Statement
	☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	☑ Definitive Proxy Statement
	☐ Definitive Additional Materials
	☐ Soliciting Material under §240.14a-12

PTC Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

	☑ No fee required
	☐ Fee paid previously with preliminary materials
	☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

ABOUT PTC

PTC accelerates what’s possible with the Intelligent Product Lifecycle

Our software is used by manufacturers and product companies to engineer, manufacture, and service the products the world relies on to enrich our lives every day. While our customers range from industrial giants to startups, they have one thing in common: products —cars, medical devices, wind turbines, computers, and so much more. Given the breadth and openness of our portfolio, we enable the Intelligent Product Lifecycle: establishing a strong product data foundation in the engineering department and democratizing the access and use of that data across the enterprise.

Having access to this structured, contextual data enables our customers to accelerate time to market, lower costs, improve quality, and enhance collaboration across the organization. Access to this data is also critical for our customers’ efforts to transform with AI. Our embedded AI capabilities leverage the same product data foundation to advise on, assist with, and eventually automate our customers’ workflows across the full lifecycle. By embracing the Intelligent Product Lifecycle, our customers unlock access to the right data, at the right time, for the right purpose and put themselves in a strong position to succeed in an AI-driven future.

PTC at a Glance

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

		WHEN			VIRTUAL MEETING			RECORD DATE
		Wednesday, February 11, 2026 11:15 a.m. EST			Meeting Website: www.virtualshareholdermeeting.com/PTC2026			All shareholders as of the record date, December 12, 2025, have the right to attend and vote at the Annual Meeting.

Matters to Be Voted on at the Annual Meeting

Proposal	Board Recommendation
1	Elect eight directors to serve until the 2027 Annual Meeting of Shareholders	Vote FOR all director nominees
2	Advisory vote to approve the compensation of our named executive officers (Say-on-Pay)	Vote FOR
3	Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026	Vote FOR

Other matters that are properly brought before the meeting may also be considered.

As of December 12, 2025,118,919,711 shares of our common stock were issued and outstanding. Shareholders are entitled to one vote per share of common stock held as of such date.

Your vote is important. Please vote before the meeting, even if you plan to attend the meeting.

			For more information, see Information about the Annual Meeting and Voting.

HOW TO VOTE

		ONLINE			SCAN						BY PHONE			BY MAIL			AT MEETING
		at www.proxyvote.com			the QR code on your proxy card or notice using your mobile device						touch-tone if you received a printed version of these proxy materials			if you received a printed version of these proxy materials			attend the virtual meeting at the website address provided above

		IMPORTANT NOTICE OF THE INTERNET AVAILABILITY OF PROXY MATERIALS
		The Proxy Statement and our 2025 Annual Report are available to shareholders at proxyvote.com. We made this proxy statement available to shareholders beginning on December 23, 2025.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.