8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

PTC Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 - Corporate Governance and Management

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

CEO Succession

On February 14, 2024, the Board of Directors of PTC Inc. (“PTC” or the “Company”) appointed Neil Barua, the Company’s CEO-Elect, Chief Executive Officer of the Company. Mr. Barua succeeds James Heppelmann who, as part of the Board of Directors’ CEO succession plan, stepped down from his role as Chief Executive Officer on such date.

Mr. Barua’s professional experience and the material terms of his compensatory arrangements are described in Item 5.02 of PTC’s Current Report on Form 8-K filed on July 26, 2023, and are incorporated herein by reference.

Appointment of Principal Accounting Officer

On February 14, 2024, Alice Christenson, Corporate Vice President, Finance, age 59, was appointed Chief Accounting Officer (principal accounting officer) of the Company. Ms. Christenson will continue to report to Kristian Talvitie, Executive Vice President and Chief Financial Officer of the Company, who will no longer serve as the principal accounting officer.

Ms. Christenson has served as the Company’s Corporate Vice President, Finance, since December 31, 2018, responsible for the Company’s Corporate Controller organization. Ms. Christenson previously served in various other Finance roles since joining the Company in February 2002.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders was held on February 14, 2024. Three proposals were before the meeting:

• Elect nine directors to serve until the 2025 Annual Meeting of Stockholders;

• Advisory vote to approve the compensation of our named executive officers (Say-on-Pay);

• Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024.

The votes with respect to the proposals are set forth below.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.