Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Méthode quality-scores-3 : six catégories de même poids. Le score global exige une couverture complète. Les données manquantes ne valent pas zéro. Les évaluations qualitatives sont des interprétations sourcées, pas des probabilités. 6/6 · 31/10/2026
Moat63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Non-cancellable multi-year contracts demonstrate contractual friction, reinforced by disclosed existing-customer expansion and substantial RPO. Operational switching costs from embedded data remain partly inferred.
durability · 2/4 · Non-cancellable arrangements appear in both 2023 and 2026, and RPO extends beyond two years. Contract expiry, lower entry barriers and the SaaS transition limit evidence of enduring protection.
customer dependency · 3/4 · Existing-customer expansion, multi-year commitments and a predominantly recurring business support dependency. Workflow embeddedness is an issuer-described mechanism; no migration-cost or renewal-rate measurement is available.
erosion resilience · 2/4 · Continuing-business ARR grew 9% at constant currency despite competitive and transition risks. Lower European license revenue and absent renewal cohorts prevent a stronger conclusion; generic risks are not treated as realized customer losses.
Pouvoir de fixation des prix63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · The 2024 filing attributes a lesser portion of growth to price increases, supporting some realized pricing contribution. The amount, customer response and continuation into 2026 are undisclosed.
retention · 3/4 · Assessed from contractual friction and indirect operating evidence: existing customers expanded their footprint, recurring revenue remained approximately 95%, and continuing-business ARR grew. These do not establish a numerical renewal or churn rate.
margin resilience · 3/4 · Support and cloud gross margins remained 80% in the disclosed 2026 comparisons despite higher cloud and compensation costs; license margins also held up. Professional-services losses and weaker quarterly operating margins qualify the result. This demonstrates margin resilience without proving price causation or a moat by itself.
contractual freedom · 2/4 · PTC discloses contracts with changing annual values and future committed contract-value increases, supporting some ability to negotiate increases within contractual terms. Multi-year on-premises subscriptions are non-cancellable but permit annual software exchanges. This supports a mixed assessment: contractual increases are contemplated, but their prevalence, price-versus-volume composition, unilateral repricing rights and renewal price protections are not disclosed.
Prévisibilité97
5 consecutive published annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 4.78
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 5.21
- observedAnnualPeriods
- 5.00
Solidité financière76
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or reported pretax profit plus reported gross interest expense. Reported EBIT is distinct from GAAP operating income and gross interest. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 94.32
- netDebtEbitGrade
- 79.38
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 29.44
- Debt / FCF (x)
- 1.40
- Net debt / operating income (x)
- 1.03
- Interest coverage (x)
- 12.76
- Current ratio (x)
- 1.12
Allocation du capital77
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or EBIT calculated from reported pretax profit plus reported gross interest expense; the issuer-reported EBIT is distinct from GAAP operating income and gross interest; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. ROIC remains undefined for nonpositive invested capital; the explicit asset-return alternative does not change the ROIC chart. Missing financial inputs alone never trigger an alternative. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 15.43
- 3-year average dilution (%)
- 0.79
- 3-year average SBC / revenue (%)
- 9.15
- cashConversionGrade
- 100.00
Qualité du management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Strong operating cash generation and FY2025 debt reduction are counterbalanced by FY2026 repurchases exceeding operating cash flow, renewed borrowing and solar commitments. July repurchases were primarily borrowing-financed. Acquisition and repurchase returns cannot be established.
incentive alignment · 3/4 · Implemented performance-based CEO equity, disclosed cash-flow achievement against incentive thresholds, stock ownership requirements and clawbacks provide substantive alignment evidence. Actual ownership compliance is missing, and the CFO agreement deems performance conditions met at target upon a change in control.
execution · 3/4 · FY2025 constant-currency ARR grew 8.5%, cash flow exceeded the disclosed incentive target, and FY2026 continuing-business ARR and operating cash flow increased. Realized divestiture proceeds demonstrate completion. These operating outcomes support execution indirectly; the weaker third quarter limits consistency.
governance · 2/4 · An independent compensation committee, exclusion of the CEO from his pay decisions and clawbacks demonstrate governance safeguards. Change-in-control performance treatment weakens discipline, while a disclosed financial-statement correction remains insufficiently explained. The passages do not establish exceptional governance effectiveness.
Preuves
Our multi-year, non-cancellable on-premises subscription contracts provide customers with an annual right to exchange software within the subscription with other software.
Revenue note: non-cancellable subscriptions and exchange rights · Dépôt 31/07/2026
As of June 30, 2026, RPO totaled $2,417.7 million, of which $712.5 million is recorded in Deferred revenue and $1,705.2 million is not yet recorded in the Consolidated Balance Sheets.
Revenue note: June 2026 remaining performance obligations · Dépôt 31/07/2026
Of the total, we expect to recognize approximately 54% over the next 12 months, 28% over the next 13 to 24 months, and the remaining amount thereafter.
Revenue note: expected RPO recognition periods · Dépôt 31/07/2026
Our growth is primarily driven by existing customers that continue to expand their PTC footprint, largely relating to their focus on improving their competitiveness through digital transformation.
Business: existing-customer expansion · Dépôt 14/11/2024
22 Table of Contents Results of Operations (Dollar amounts in millions, except per share data) Three months ended Percent Change June 30, 2026 June 30, 2025 Actual Constant Currency(1) ARR $ 2,412.4 $ 2,415.6 (0 )% 2 % ARR excluding divested businesses(2) $ 2,412.4 $ 2,255.6 7 % 9 % Total recurring revenue(3) $ 576.0 $ 613.6 (6 )% (7 )% Perpetual license 0.7 7.8 (91 )% (91 )% Professional services 23.3 22.6 3 % 3 % Total revenue 600.0 643.9 (7 )% (8 )% Total cost of revenue 109.6 110.0 (0 )% (1 )% Gross margin 490.5 533.9 (8 )% (9 )% Operating expenses 324.0 324.1 (0 )% (1 )% Operating income $ 166.5 $ 209.8 (21 )% (21 )% Non-GAAP operating income(1) $ 248.5 $ 285.2 (13 )% (13 )% Operating margin 27.7 % 32.6 % Non-GAAP operating margin(1) 41.4 % 44.3 % Diluted earnings per share $ 1.03 $ 1.17 Non-GAAP diluted earnings per share(1) $ 1.58 $ 1.64 Cash provided by operating activities $ 260.6 $ 243.9 Capital expenditures (11.3 ) (1.9 ) Free cash flow $ 249.3 $ 242.0 (Dollar amounts in millions, except per share data) Nine months ended Percent Change June 30, 2026 June 30, 2025 Actual Constant Currency(1) ARR $ 2,412.4 $ 2,415.6 (0 )% 2 % ARR excluding divested businesses(2) $ 2,412.4 $ 2,255.6 7 % 9 % Total recurring revenue(3) $ 1,976.7 $ 1,739.4 14 % 10 % Perpetual license 13.3 23.0 (42 )% (43 )% Professional services 70.2 83.0 (15 )% (17 )% Total revenue 2,060.2 1,845.4 12 % 9 % Total cost of revenue 340.9 328.1 4 % 3 % Gross margin 1,719.2 1,517.3 13 % 10 % Operating expenses 1,035.8 968.5 7 % 5 % Operating income $ 683.4 $ 548.8 25 % 18 % Non-GAAP operating income(1) $ 968.8 $ 775.8 25 % 19 % Operating margin 33.2 % 29.7 % Non-GAAP operating margin(1) 47.0 % 42.0 % Diluted earnings per share $ 7.43 $ 3.20 Non-GAAP diluted earnings per share(1) $ 6.21 $ 4.53 Cash provided by operating activities $ 851.3 $ 763.7 Capital expenditures (16.3 ) (7.5 ) Free cash flow $ 835.0 $ 756.2 (1) See Operating and Non-GAAP Financial Measures below for a reconciliation of our GAAP results to our non-GAAP financial measures and Impact of Foreign Currency Exchange on Results of Operations below for a description of how we calculate our results on a constant currency basis.
MD&A: ARR, operating results and cash generation · Dépôt 31/07/2026
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 to drive cross-functional collaboration, accelerate new product introduction timelines, and deliver higher product quality.
Business overview: product data and cross-functional workflows · Dépôt 31/07/2026
For enterprise CAD and PLM solutions, we compete with large established companies including Autodesk, Dassault Systèmes SA, and Siemens AG.
Business: named enterprise CAD and PLM competitors · Dépôt 14/11/2024
Right to exchange. Our multi-year, non-cancellable subscription contracts provide customers with an annual right to exchange software within the original subscription with other software.
Revenue accounting: historical non-cancellable subscriptions · Dépôt 20/11/2023
Our business is based on a subscription model and approximately 95% of our 2025 and 2026 year-to-date revenue was recurring in nature.
Business overview: recurring revenue proportion · Dépôt 31/07/2026
The markets for our products and solutions are rapidly changing and characterized by intense competition, disruptive technology developments, evolving distribution models and increasingly lower barriers to entry.
Risk factors: competition and lower entry barriers · Dépôt 21/11/2025
Whether we will be successful and will accomplish our business and financial objectives is subject to risks and uncertainties, including but not limited to: our ability to include functionality and usability in such offerings that address customer requirements, our ability to further develop and scale infrastructure, our ability and the ability of our partners to transition existing customer implementations to SaaS, customer demand, attach and renewal rates, channel adoption, and our costs.
Risk factors: SaaS transition requirements · Dépôt 21/11/2025
• As ARR includes only contracts that are active at the end of the reporting period, ARR does not reflect assumptions or estimates regarding future contract renewals or non-renewals.
ARR methodology: no assumptions about future renewals · Dépôt 31/07/2026
24 Table of Contents Software Revenue by Product Group (Dollar amounts in millions) Three months ended Percent Change Nine months ended Percent Change June 30, 2026 June 30, 2025 Actual Constant Currency June 30, 2026 June 30, 2025 Actual Constant Currency PLM $ 335.8 $ 382.1 (12 )% (13 )% $ 1,215.6 $ 1,074.1 13 % 10 % CAD 240.9 239.2 1 % 0 % 774.3 688.3 12 % 9 % Software revenue $ 576.7 $ 621.3 (7 )% (8 )% $ 1,989.9 $ 1,762.4 13 % 10 % PLM software revenue decreased in Q3'26 compared to Q3'25, primarily driven by the impact of the divestiture of the Kepware and ThingWorx businesses, as well as lower license revenue in Europe.
MD&A: product-group results and lower European license revenue · Dépôt 31/07/2026
To a lesser extent, our growth is also supported by new customers and price increases.
Business: price increases as a lesser contributor to growth · Dépôt 14/11/2024
Gross Margin (Dollar amounts in millions) Three months ended Nine months ended June 30, 2026 June 30, 2025 Percent Change June 30, 2026 June 30, 2025 Percent Change License gross margin $ 194.8 $ 239.4 (19 )% $ 801.8 $ 645.4 24 % License gross margin percentage 95 % 95 % 96 % 95 % Support and cloud services gross margin $ 296.1 $ 296.4 (0 )% $ 920.8 $ 868.7 6 % Support and cloud services gross margin percentage 80 % 80 % 80 % 80 % Professional services gross margin $ (0.4 ) $ (1.9 ) 79 % $ (3.4 ) $ 3.2 (205 )% Professional services gross margin percentage (2 )% (9 )% (5 )% 4 % Total gross margin $ 490.5 $ 533.9 (8 )% $ 1,719.2 $ 1,517.3 13 % Total gross margin percentage 82 % 83 % 83 % 82 % Non-GAAP gross margin(1) $ 503.8 $ 547.4 (8 )% $ 1,761.4 $ 1,558.7 13 % Non-GAAP gross margin percentage(1) 84 % 85 % 85 % 84 % (1) Non-GAAP financial measures are reconciled to GAAP results under Non-GAAP Financial Measures below.
MD&A: software and professional-services gross margins · Dépôt 31/07/2026
Cost of support and cloud services revenue increased 7% in the first nine months of FY'26, primarily due to higher cloud and software subscription-related costs and compensation-related costs.
MD&A: cloud and compensation cost increases · Dépôt 31/07/2026
Cash used in financing activities in FY'25 included net payments of $553 million on our outstanding debt, including the redemption of our 2025 senior notes primarily using a draw on our credit facility, and the repurchase of $300 million of our common stock.
Liquidity: FY2025 debt repayments and repurchases · Dépôt 21/11/2025
Cash used in financing activities in the first nine months of FY'26 was driven by $1,326 million of repurchases of common stock, partially offset by $225 million of net borrowings on our credit facility.
Liquidity: FY2026 repurchase cash outflows and net borrowings · Dépôt 31/07/2026
13. Subsequent Events Share Repurchases and Borrowings under Credit Facility We repurchased $273.7 million of our common stock in July 2026, financed primarily with $301.3 million of net borrowings under our credit facility.
Subsequent events: July 2026 borrowing-financed repurchases · Dépôt 31/07/2026
Cash provided by investing activities in the first nine months of FY'26 was driven by $523 million in consideration received for the divestiture of the Kepware and ThingWorx businesses, partially offset by a $50 million strategic solar energy investment.
Liquidity: realized divestiture proceeds and solar investment · Dépôt 31/07/2026
As of June 30, 2026, remaining investment commitments totaled $113.5 million and $21.1 million included in Accrued expenses and other current liabilities and Other liabilities, respectively, on the Consolidated Balance Sheet.
Fair value note: remaining solar investment commitments · Dépôt 31/07/2026
Changes for Fiscal 2025 • CEO Long-Term Incentive Design: Increased the performance-based portion of our CEO’s 2025 target annual equity award, raising PRSUs from 50% to 60% of the annual award to further emphasize pay-for-performance.
Compensation discussion: implemented CEO equity award mix · Dépôt 23/12/2025
Performance Measure Threshold (50% Earned) Target (100% Earned) Upside (135% Earned)(2) Achievement % Earned Free Cash Flow(1) $790 Million $830 Million $850 Million $857 Million 135% (1) Free Cash Flow is cash flow from operations net of capital expenditures for the applicable period.
Compensation discussion: FY2025 cash-flow goals and achievement · Dépôt 23/12/2025
Our executive stock ownership policy requires our executives to hold a substantial amount of stock (options and unvested equity do not count), which aligns an appropriate portion of their personal wealth to the long-term performance of PTC.
Compensation practices: executive stock ownership policy · Dépôt 23/12/2025
Our compensation clawback policy enables us to recover incentive compensation paid to an executive officer if it is later determined not to have been earned due to restatement of prior period financial or operating results, thus reducing any incentive to engage in misconduct to meet the targets.
Compensation practices: clawback policy · Dépôt 23/12/2025
2026 PROXY STATEMENT 41 TABLE OF CONTENTS 2025 Highlights Proxy Summary Corporate Governance Executive Compensation Auditor Matters PTC Stock Ownership Annual Meeting Information Other Governance Appendix A How We Set Executive Compensation Compensation and People Committee Role The Compensation and People Committee is comprised entirely of independent directors and establishes and reviews the compensation for our named executive officers annually.
Governance: independent compensation committee · Dépôt 23/12/2025
Although the members of management provide their views, decisions on executive compensation are made solely by the Committee and, in the case of the Chief Executive Officer’s compensation, without the presence of the Chief Executive Officer.
Governance: executive compensation decision authority · Dépôt 23/12/2025
The Executive Agreement provides that, upon a change in control of the Company, (i) all performance measures under any outstanding equity award held by the executive will be deemed to have been met at the target level, and (ii) the executive will receive a payment in an amount equal to the pro-rata portion of the executive’s target incentive bonus for the current year.
Other information: CFO change-in-control performance treatment · Dépôt 07/05/2026
☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Cover page: correction of previously issued financial statements · Dépôt 21/11/2025
FY24 ($ in millions) FY25 ($ in millions) ARR as reported 2,255 2,478 Foreign exchange rate adjustment — (32) ARR at constant currency 2,255 2,446 ARR for FY25, FY24 and FY23 PSUs 2,255 2,446 FY25 Growth (%) ARR growth as reported 9.9% Foreign exchange rate growth adjustment (1.4)% ARR growth at constant currency 8.5% ARR growth for FY25, FY24 and FY23 PSUs 8.5% FY25 ($ in millions) Cash from operations 868 Capital expenditures (11) Free cash flow for FY25 Corporate Incentive Plan 857 A-2 2026 PROXY STATEMENT TABLE OF CONTENTS TABLE OF CONTENTS PTC INC.121 SEAPORT BOULEVARD BOSTON, MA 02210 VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m.
Appendix A: FY2025 constant-currency ARR growth · Dépôt 23/12/2025
For contracts that include annual values that change over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation.
Operating measure—ARR methodology · Dépôt 29/07/2026
We do not include any future committed increases in the contract value as of the date of the ARR calculation.
Operating measure—future committed contract-value increases · Dépôt 29/07/2026
Our multi-year, non-cancellable on-premises subscription contracts provide customers with an annual right to exchange software within the subscription with other software.
Revenue recognition—on-premises subscription contract terms · Dépôt 31/07/2026
