01—Abstract
Summary
Summary of the 8-K filed December 4, 2025. Cited figures are marked; the original filing is the authoritative source.
PTC Inc. disclosed a leadership change in its finance function.
On December 4, 2025, it announced that Jennifer DiRico has been appointed Executive Vice President, Chief Financial Officer, effective January 1, 2026. Ms. DiRico, age 41, previously served as CFO of Commvault Systems, Inc. since August 2024, and before that held senior roles at Toast, Inc. and Nuance Communications. Her fiscal 2026 compensation includes an annual salary of $575,000,a a target annual bonus of $575,000 (both prorated), a $255,000 signing bonus subject to repayment if she leaves or is terminated for cause on or before January 5, 2028, and equity grants that include RSUs valued at $5,250,000 and $2,750,000 and performance-based RSUs valued at $1,375,000 each.
The filing also states that Kristian Talvitie, current Executive Vice President and Chief Financial Officer, will cease serving in that role, with December 31, 2025 as his last day of service. The filing states that his separation is not associated with any disagreement with PTC on operations, policies, practices, accounting, financial statements, disclosures, or internal controls.
Under Regulation FD, PTC affirmed the guidance for its full fiscal year ending September 30, 2026 and its first fiscal quarter ending December 31, 2025, which was originally provided on November 5, 2025. The filing's forward-looking statements cite risks including macroeconomic and manufacturing conditions, customer adoption of software and AI-driven product data initiatives, the go-to-market realignment, foreign exchange rates, and income tax rate assumptions.
02—Key points
Key Highlights
- Jennifer DiRico named EVP and Chief Financial Officer effective January 1, 2026, succeeding Kristian Talvitie.
- Kristian Talvitie's last day as CFO is December 31, 2025; the filing states his departure is not tied to any disagreement with PTC.
- Ms. DiRico's fiscal 2026 annual salary and target bonus are each set at $575,000, both prorated for the year.
- A $255,000 signing bonus is payable to Ms. DiRico, repayable in full if she is terminated for cause or resigns on or before January 5, 2028.
- Equity grants to Ms. DiRico include RSUs valued at $5,250,000 (replacing unvested awards at her prior employer) and $2,750,000, plus performance-based RSUs valued at $1,375,000 each.
- PTC affirmed its guidance for fiscal year 2026 (ending September 30, 2026) and for the first fiscal quarter ending December 31, 2025, as provided on November 5, 2025.
- The filing includes only the Inline XBRL cover page (Exhibit 104) as a listed exhibit.
03—Questions
Frequently Asked Questions
Who is replacing Kristian Talvitie as PTC's CFO?
Jennifer DiRico, who will become Executive Vice President, Chief Financial Officer effective January 1, 2026. She has been CFO of Commvault Systems, Inc. since August 2024 and previously held senior roles at Toast, Inc., including Senior Vice President & General Manager, International, and earlier positions at Nuance Communications.
Why is Kristian Talvitie leaving the CFO role?
The filing states that Mr. Talvitie agreed on December 1, 2025 to cease serving as CFO, with his last date of service on December 31, 2025. It states that his separation is not associated with or attributable to any disagreement with PTC on its operations, policies, practices, accounting principles, financial statements, disclosures, or internal controls.
What compensation will the new CFO receive?
For the fiscal year ending September 30, 2026, Ms. DiRico's annual salary and target annual bonus are each $575,000, both prorated. She will receive a $255,000 signing bonus, and equity grants include RSUs valued at $5,250,000 and $2,750,000 and performance-based RSUs valued at $1,375,000 on two separate grants. She will also be eligible for PTC's standard Executive Agreement covering certain involuntary terminations and change-in-control situations.
Did PTC change its outlook for the current fiscal year?
No. On December 4, 2025, PTC affirmed the guidance for its fiscal year ending September 30, 2026 and for its first fiscal quarter ending December 31, 2025 that it originally provided on November 5, 2025.
What risks does PTC identify that could affect results?
The filing's forward-looking statements cite risks including macroeconomic and global manufacturing conditions, customer delays or reductions in software purchases, slower-than-expected adoption of its solutions or adoption of competing products, customers not building product data foundations for AI-driven transformation as expected, the effects of the go-to-market realignment, foreign exchange rate movements, and changes in GAAP and non-GAAP effective income tax rate assumptions.
04—Continue