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 July 14, 2024, it was agreed that Michael DiTullio, who has served as President and Chief Operating Officer of PTC since February 2023, will, in culmination of the successful CEO succession process, transition from that role to that of strategic advisor to the Chief Executive Officer, with his last day of service as President and Chief Operating Officer being September 30, 2024. Mr. DiTullio will serve as such strategic advisor from October 1, 2024 through June 30, 2025. As compensation for service in such role, he will receive a salary of $412,500 for such period and an RSU award valued at $3.0 million on October 1, 2024, which award will vest in three substantially equal installments on July 15, 2025, July 15, 2026, and July 15, 2027.

At the end of the strategic advisory period, and subject to the execution of a general release of claims, Mr. DiTullio will be entitled to receive a cash severance in an amount equal to 1x his current base salary and target bonus (a total of $1.1 million), continuation of benefits under the Company's medical, dental and vision plans, and continued vesting of equity held by him, all as provided under his existing Executive Agreement with the Company dated November 16, 2023, as described in the Company's Annual Report on Form 10-K for the period ended September 30, 2023.

Section 9 - Financial Statements and Exhibits