DEF 14A of PTC Therapeutics, Inc., Apr 20, 2026

DEF 14A of PTC Therapeutics, Inc.

Filed Apr 20, 2026 · FY20250001104659-26-045528

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Information Regarding Directors and Director Nominees

    Information Regarding Directors and Director Nominees

  3. Board Composition

    Board Composition We currently have a classified board of directors consisting of three classes: Class I, Class II, and Class III. The terms of service of the three classes are staggered so that the term of one class expires each year. At each annual meeting of stockholders, directors are elected for a full term of three years to continue in office or to succeed those directors whose terms are expiring. Our directors hold office until their successors have been elected and qualified, or until the earlier of their resignation or removal. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our Board; that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes entitled to be cast in an annual election of directors; and that any vacancy on our Board, including a vacancy resulting from an enlargement of our Board, may be filled only by vote of a majority of our directors then in office or at a meeting of stockholders. Our Board is authorized to have eleven directors and currently consists of eleven directors, four Class I directors, four Class II directors, and three Class III directors. There are no family relationships between or among any of our executive officers, directors or director nominees. The principal occupation and employment during the past five years of each of our directors and director nominees was carried on, in each case except as specifically identified below, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors or director nominees and any other person or persons pursuant to which he or she was or is to be selected as a director or director nominee.

  4. Director Nominees

    Director Nominees At the Annual Meeting, stockholders will be asked to consider the election of Jessica Chutter, Matthew B. Klein, M.D., M.S., F.A.C.S., Stephanie S. Okey, M.S. and Jerome B. Zeldis, M.D., Ph.D. Upon the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated Ms. Chutter, Dr. Klein, Ms. Okey and Dr. Zeldis for election at the Annual Meeting as Class I directors, each to serve until the 2029 annual meeting of stockholders. Ms. Chutter was elected to our Board effective as of March 24, 2026, by our Board, upon the recommendation of the Nominating and Corporate Governance Committee, and Ms. Chutter is standing for election by our stockholders for the first time at the Annual Meeting. Each of Ms. Chutter, Dr. Klein, Ms. Okey and Dr. Zeldis, our director nominees, has indicated his or her willingness to serve on our Board, if elected. If any director nominee should be unable to serve, the person acting under the proxy may vote the proxy for a substitute director nominee designated by our Board. We do not contemplate that any of our director nominees will be unable to serve if elected. Unless otherwise instructed in the proxy, all proxies will be voted “FOR” the election of each of the director nominees identified above to a three-year term ending in 2029, each such director nominee to hold office until his or her successor has been duly elected and qualified. A plurality of the voting power of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required to elect each director nominee as a director. Proxies cannot be voted for a greater number of persons than the number of nominees named. Our Board Recommends that You Vote “FOR” the Election of Jessica Chutter, Matthew B. Klein, Stephanie S. Okey and Jerome B. Zeldis.

  5. Biographical Information

    Biographical Information The following table and biographical descriptions provide information as of April 10, 2026 relating to each director nominee and each director continuing in office, including age and period of service as a director of our Company; committee memberships; business experience during the past five years, including directorships at other public companies; community activities; and the other experience, qualifications, attributes or skills that led our Board to conclude that such director should serve as a director of PTC.

  6. Class I Director Nominees to be elected at the Annual Meeting (terms expiring at the Annual Meeting)

    Class I Director Nominees to be elected at the Annual Meeting (terms expiring at the Annual Meeting)

  7. Class I Director Nominees to be elected at the Annual Meeting (terms expiring at the Annual Meeting)

    | 8 | | | | Name | Age | Board Tenure, Principal Occupation, Other Business Experience During the Past Five Years and Other Directorships | | Jessica Chutter | 65 | Ms. Chutter has served as a member of our Board since March 2026. She has over 40 years’ experience in healthcare investment banking, all at Morgan Stanley & Co. LLC and its affiliates (“Morgan Stanley”), a leading global financial services firm. She was a Managing Director from 1998 to February 2026 and most recently served as Vice Chair of Healthcare Investment Banking from 2020 to February 2026 and Chair of Biotechnology Investment Banking from May 2010 to February 2026. From 1998 to May 2010, she was co-head of Biotechnology Investment Banking and from 1982-1984 and 1986-1997 served in various positions in healthcare investment banking. In her role, she helped build the biotechnology franchise at Morgan Stanley and advised biotechnology companies and pharmaceutical companies on strategic and capital markets considerations, including mergers and acquisitions, initial public offerings, and common stock and convertible financings and valuation analyses. She is a member of the Board of Trustees of The Hospital for Sick Children and a director of Toronto Innovation Acceleration Partners, a not for profit and commercializations hub that translates health science research from member institutions. Ms. Chutter earned an MBA from Harvard Business School and Bachelor of Arts in Commerce and Honors Economics from McGill University. We believe Ms. Chutter is qualified to serve on our Board because of her extensive experience in and knowledge of the biotechnology industry and her leadership experience. | | Matthew B. Klein, M.D., M.S., F.A.C.S. Chief Executive Officer and Director Development Committee | 54 | Dr. Klein has been our Chief Executive Officer and served as a member of our Board since March 2023. Dr. Klein joined the Company in October 2019 as Global Head Gene and Mitochondrial Therapies and became Global Head Clinical Development in March 2020, Chief Development Officer in April 2020 and Chief Operating Officer in January 2022. He also serves as a director of PTC Therapeutics International Limited, our international headquarters and indirect wholly owned subsidiary, and as a director of PTC Therapeutics International Holdings Unlimited Company, our indirect wholly owned subsidiary. Prior to joining the Company, Dr. Klein was Chief Executive Officer of BioElectron from 2018 to 2019 and served as a member of its board of directors from 2018 to 2020. Dr. Klein served as the Chief Medical Officer of BioElectron from 2013 to 2019 and was its Senior Vice President, Clinical Science from 2012 to 2013. Dr. Klein has also served as a member of the board of directors of |

  8. Class I Director Nominees to be elected at the Annual Meeting (terms expiring at the Annual Meeting)

    | 8 | | | | Name | Age | Board Tenure, Principal Occupation, Other Business Experience During the Past Five Years and Other Directorships | | | | ClearPoint Neuro, Inc., a Nasdaq-listed company, since 2020. Dr. Klein has a BA from the University of Pennsylvania, an MD from Yale University School of Medicine and an MS in epidemiology from the University of Washington School of Public Health. We believe that Dr. Klein is qualified to serve on our Board because of his extensive leadership experience and knowledge of our Company and our industry. | | Stephanie S. Okey, M.S. Nominating and Corporate Governance Committee (Chair) | 66 | Ms. Okey has served as a member of our Board since 2018. For over 25 years, from 1987 until 2015, Ms. Okey served in various positions of increasing responsibility in the biopharmaceutical industry, first at Genentech, Inc., followed by 19 years at Genzyme, a Sanofi company, or Genzyme. Ms. Okey’s management experience during her tenure at Genzyme included serving as Senior Vice President, Head of North America, Rare Diseases, and U.S. General Manager, Rare Diseases from August 2012 to July 2015 and as Vice President and General Manager, U.S. Genetic Diseases Business Unit from September 2011 to August 2012. Ms. Okey retired from Genzyme in July 2015. Ms. Okey has served as a member of the board of directors of Crinetics Pharmaceuticals, Inc., a Nasdaq-listed biopharmaceutical company, since July 2019. In addition, she previously served as a member of the board of directors of the California Life Sciences Association from October 2014 to January 2016, as a member of the board of directors of Orphazyme A/S, a Nasdaq-listed biopharmaceutical company, from March 2021 to May 2022, as a member of the board of directors of Albireo Pharma, Inc., a Nasdaq-listed biopharmaceutical company, from June 2018 to March 2023 and as a member of the board of directors of Catalent, Inc., a NYSE-listed biopharmaceutical company, from August 2023 to December 2024. Ms. Okey received a B.S. degree in Zoology from The Ohio State University and a M.S. degree in Immunology and Medical Microbiology from Wright State University. We believe that Ms. Okey is qualified to serve on our Board because of her executive leadership experience and her extensive experience in the commercialization of orphan disease products. | | Jerome B. Zeldis, M.D., Ph.D. Nominating and Corporate Governance Committee Development Committee | 76 | Dr. Zeldis has served as a member of our Board since September 2012. Dr. Zeldis served as the Executive Vice President and Head of Research and Development of NexImmune, Inc., a Nasdaq-listed clinical-stage biotechnology company from January 2021 to March 2023. From August 2016 through March 2020, Dr. Zeldis served as the Chief Medical Officer of Sorrento Therapeutics, Inc., a public clinical-stage biopharmaceutical company. From August 2017 through September 2018, Dr. Zeldis served as the Chief Medical Officer of Celularity, Inc., a biotechnology company. Prior to joining Sorrento, Dr. Zeldis served as Chief Executive Officer of Celgene Global Health and the Chief Medical Officer of Celgene Corporation, a public biopharmaceutical company, where he had been employed since 1997. He previously served as Celgene's Senior Vice President of Clinical Research and Medical Affairs. Previously, Dr. Zeldis served as Assistant |

  9. Class I Director Nominees to be elected at the Annual Meeting (terms expiring at the Annual Meeting)

    | 8 | | | | Name | Age | Board Tenure, Principal Occupation, Other Business Experience During the Past Five Years and Other Directorships | | | | Professor of Medicine at Harvard Medical School, Associate Professor of Medicine at University of California, Davis, Clinical Associate Professor of Medicine at Cornell Medical School, and Professor of Clinical Medicine at the Robert Wood Johnson Medical School, Rutgers University. Dr. Zeldis received an A.B. and M.S. from Brown University and a M.Phil., M.D. and Ph.D. in Molecular Biophysics and Biochemistry (immunochemistry) from Yale University. Dr. Zeldis has served on the board of directors of Soligenix, Inc., a Nasdaq-listed biopharmaceutical company, since 2011; NexGel, Inc., a Nasdaq-listed company, since 2020; and has previously served on the board of directors of several public companies including; BioSig Technologies, Inc., a Nasdaq-listed diagnostic company, from 2015 to 2017 and from 2019 to 2020; Alliqua BioMedical, Inc., a Nasdaq-listed biomedical company, from 2011 to 2017; MetaStat, Inc., a medical device company traded on the OTCQB, from 2016 to 2019; and Kalytera Therapeutics, Inc., a pharmaceutical company traded on the TSX Venture Exchange, from 2015 to 2017. We believe that Dr. Zeldis is qualified to serve on our Board because of his executive leadership experience, his knowledge of the biopharmaceutical industry, his extensive role in drug development and clinical studies as well as his directorships in other life science companies. |

  10. Class II Directors (terms expiring in 2027)

    Class II Directors (terms expiring in 2027)

  11. Class II Directors (terms expiring in 2027)

    | Name | Age | Board Tenure, Principal Occupation, Other Business Experience During the Past Five Years and Other Directorships | | Emma Reeve Audit Committee (Chair) Compensation Committee | 65 | Ms. Reeve has served as a member of our Board since 2018. Ms. Reeve served as the Senior Vice President and Chief Financial Officer of Constellation Pharmaceuticals, Inc., a Nasdaq-listed biopharmaceutical company, from October 2017 to July 2021, its Treasurer from December 2017 to July 2021 and its Secretary from December 2017 to September 2018. Ms. Reeve served as the Corporate Controller of Parexel International, a Nasdaq-listed life sciences consulting firm and contract research organization, from September 2014 to October 2017 and as interim Chief Financial Officer and corporate controller of Parexel from July 2016 to May 2017. Previously, Ms. Reeve served as Head of Finance and Administration at Novartis Pharma Schweiz, a pharmaceutical company, from May 2012 to August 2014 and as Vice President, Global Head Business Planning and Analysis for Novartis Vaccines and Diagnostics, a division of Novartis, from January 2008 to April 2012. Prior to that, she served as the Chief Financial Officer of Inotek Pharmaceuticals, Inc., and of Aton Pharma, Inc., and in operational and finance roles at Merck Research Laboratories and Bristol Myers Squibb Company. Ms. Reeve has served on the board of directors of Whitehawk Therapeutics, Inc., a Nasdaq-listed biopharmaceutical company, since September 2021. Ms. Reeve previously served on the board of directors of Editas Medicine, Inc., a Nasdaq-listed biopharmaceutical company. Ms. Reeve received a B.Sc. degree in computer science from Imperial College, University of London and is an associate of the Institute of Chartered Accountants in England & Wales. We believe that Ms. Reeve is qualified to serve on our Board because of her extensive executive leadership experience, including her experience as chief financial officer and within the finance department for various companies in our industry. | | Michael Schmertzler Chair of the Board Compensation Committee Nominating and Corporate Governance Committee Development Committee | 74 | Mr. Schmertzler has served as a member of our Board since 2001 and as Chair of our Board since 2004. Mr. Schmertzler served as a director of our UK subsidiary until February 2016. Since 2008, he has been an Adjunct Professor and Lecturer in Economics at Yale University and, from 2018 to 2025, a Visiting Professor at Yale NUS in Singapore. Mr. Schmertzler also serves as a Charter Trustee of Phillips Academy Andover. Mr. Schmertzler currently also serves as Executive Chairman of SHY Therapeutics, a private biotechnology company; as Executive Chairman of Berryville Holdings and Dispel LLC, private cyber-technology companies; and as a Director of AgNovos, a private biotechnology company. From 2001 to 2015, Mr. Schmertzler served as a Managing Director of Aries Advisors, LLC, the sub-advisor to Credit Suisse First Boston Equity Partners, L.P., a private equity fund, and the Chair of the investment committee of Credit Suisse First Boston Equity Partners, L.P. From 1997 to 2001, Mr. Schmertzler was Co-Head of United States and Canadian Private Equity at Credit Suisse First Boston, an investment banking firm. Prior to 1997, Mr. Schmertzler held various management positions with Morgan |

  12. Class II Directors (terms expiring in 2027)

    | Name | Age | Board Tenure, Principal Occupation, Other Business Experience During the Past Five Years and Other Directorships | | | | Stanley and its affiliates, including President of Morgan Stanley Leveraged Capital Funds and founding Managing Director of Morgan Stanley's biotechnology pharmaceuticals group, and was Managing Director and Chief Financial Officer of Lehman Brothers Kuhn Loeb and Head of International Sales and Trading and Investment Banking at its successor, Lehman Brothers, both investment banking firms. Mr. Schmertzler recently served as a court-appointed director of Lehman Commercial Paper Incorporated, the largest liquidating post-bankruptcy subsidiary of Lehman Brothers Holdings, Incorporated. Mr. Schmertzler also previously served as a member of the board of directors of Cytokinetics, Inc., and Idenix Pharmaceuticals, Inc., both of which were at the time public biopharmaceutical companies. Mr. Schmertzler received a B.A. from Yale College in Molecular Biophysics and Biochemistry, History and City Planning and an M.B.A. from Harvard Business School. We believe that Mr. Schmertzler is qualified to serve on our Board due to his extensive experience as an investment banking and financial professional, his extensive personal knowledge of our industry and his many years of service as one of our directors. | | Mary Smith Audit Committee Compensation Committee | 63 | Ms. Smith has served as a member of our Board since 2021. Since February 2018, Ms. Smith has served as Vice Chair at the VENG Group, a non-partisan government relations and public affairs firm, consulting clients on business development, strategy, healthcare and corporate governance. Ms. Smith served as Principal Deputy Director (Chief Executive Officer equivalent) from March 2016 to January 2017 and Deputy Director from October 2015 to March 2016 of Indian Health Service, a division of the U.S. Department of Health and Human Services and system of hospitals providing healthcare to over 2.2 million Native Americans in the United States. From July 2014 to April 2015, Ms. Smith served as Special Counsel & Estate Trust Officer at the Office of Special Deputy Receiver Chicago Illinois, managing and advising on mergers and acquisitions for financially troubled insurance companies. Previously, Ms. Smith served as General Counsel at the Illinois Department of Insurance from June 2012 to July 2014, Counselor at the United States Department of Justice, Civil Division from February 2010 to June 2012 and Partner at Schoeman, Updike, Kaufman & Scharf. Earlier in her career, Ms. Smith served in the White House from 1997 to 2001 as Associate Director of Policy Planning in the Domestic Policy Council and later as Associate Counsel to the U.S. President in the White House Counsel’s Office. Ms. Smith received a B.S. degree in mathematics and computer science from Loyola University Chicago and a J.D. degree from the University of Chicago Law School. Additionally, Ms. Smith, who is Native American and an enrolled member of the Cherokee Nation, started a foundation, the Caroline and Ora Smith Foundation, to train Native American girls in science, technology, engineering and math. We believe that Ms. Smith is qualified to serve on our Board because of her executive leadership experience, |

  13. Class II Directors (terms expiring in 2027)

    | Name | Age | Board Tenure, Principal Occupation, Other Business Experience During the Past Five Years and Other Directorships | | | | personal knowledge of the healthcare industry and corporate governance experience. | | Glenn D. Steele Jr., M.D., Ph.D. Compensation Committee (Chair) Development Committee | 81 | Dr. Steele has served as a member of our Board since 2015. Dr. Steele has served as the Chairman of xG Health Solutions, a health care redesign and optimization company affiliated with Geisinger Health System, from 2013 to 2018. From 2001 until 2015, Dr. Steele served as President and Chief Executive Officer of Geisinger Health System, an integrated health services organization in central and northeastern Pennsylvania. Dr. Steele previously served as the dean of the Biological Sciences Division and the Pritzker School of Medicine and vice president for medical affairs at the University of Chicago, as well as the Richard T. Crane Professor in the Department of Surgery. Prior to that, he was the William V. McDermott Professor of Surgery at Harvard Medical School, president and chief executive officer of Deaconess Professional Practice Group, Boston, MA, and chairman of the department of surgery at New England Deaconess Hospital (Boston, MA). Dr. Steele has served on the board of directors of several companies, including Wellcare Health Plans Inc., a NYSE-listed managed care company, from 2009 to 2019. We believe that Dr. Steele is qualified to serve on our Board because of his leadership and business experience, extensive experience in the healthcare industry, and his service on the boards of directors of other public companies. |

  14. Class III Directors (terms expiring in 2028)

    Class III Directors (terms expiring in 2028)

  15. Class III Directors (terms expiring in 2028)

    | Name | Age | Board Tenure, Principal Occupation, Other Business Experience During the Past Five Years and Other Directorships | | Allan Jacobson, Ph.D. Development Committee (Chair) | 80 | Dr. Jacobson is a co-founder of PTC Therapeutics, Inc., has served as a member of our Board since our inception in 1998, and previously served as Chairman of our Board from 1998 to 2004. From 1994 to 2023, Dr. Jacobson was the Chairman of the Department of Microbiology and Physiological Systems at the University of Massachusetts Chan Medical School, where he is currently the Gerald L. and Zelda S. Haidak Professor of Cell Biology. In 1982, Dr. Jacobson co-founded Applied bioTechnology, Inc., a biotechnology company, and served as its chairman until its sale in 1991. From 1987 to 1990, Dr. Jacobson served as special limited partner at Euclid Partners, a venture capital firm. Dr. Jacobson received a Ph.D. from Brandeis University in 1971, has authored over 100 publications in the field of post-transcriptional control processes and is an elected member of the American Academy of Microbiology and the American Academy of Arts and Sciences and is a co-recipient of the 2023 Gruber Prize in Genetics. We believe that Dr. Jacobson is qualified to serve on our Board because of his service as one of our directors since our inception, his knowledge of our Company and his extensive experience as a founder and leader of new businesses in the life science industry. | | David P. Southwell Audit Committee Compensation Committee | 65 | Mr. Southwell has served as a member of our Board since 2005. He is currently the President, Chief Executive Officer and Director of Volastra Therapeutics, a privately-held clinical-stage oncology company. From October 2018 to March 2023, he served as the Chief Executive Officer, and a member of the board of directors, of TScan Therapeutics, Inc., a Nasdaq-listed biotechnology company. Previously Mr. Southwell served as President and Chief Executive Officer of Inotek Pharmaceuticals, Inc., a formerly publicly listed biotechnology company from 2014 until its merger with Rocket Pharmaceuticals Inc., a Nasdaq-listed biotechnology company, in 2018. From March 2010 to September 2012, Mr. Southwell served as the Executive Vice President and Chief Financial Officer, and from 2008 to 2010 served as a member of the board of directors, of Human Genome Sciences, Inc., a formerly publicly listed biopharmaceutical company. Prior to joining Human Genome Sciences, he served as Executive Vice President and Chief Financial Officer of Sepracor, Inc., a commercial-stage pharmaceutical company, from June 1994 to March 2008. From August 1988 until 1994, Mr. Southwell was associated with Lehman Brothers Inc., a securities firm, in various positions within the investment banking division. Mr. Southwell currently serves on the boards of directors of Rocket Pharmaceuticals and Volastra Therapeutics. From 2023 to May 2025 Mr. Southwell served on the boards of directors of Immvue Therapeutics and Sensorium Therapeutics, both privately-held development-stage biotechnology companies. From 2018 to 2019, Mr. Southwell served on the board of directors of Spero Therapeutics, Inc., a Nasdaq-listed biotechnology company. During 2016, Mr. Southwell served on the |

  16. Class III Directors (terms expiring in 2028)

    | Name | Age | Board Tenure, Principal Occupation, Other Business Experience During the Past Five Years and Other Directorships | | | | board of directors of inVentiv Health, Inc., a contract research organization prior to its recapitalization in late 2016. From 2007 to 2016, Mr. Southwell served on the board of directors of THL Credit, Inc., a Nasdaq-listed business development company under the Investment Company Act of 1940. Mr. Southwell received a B.A. from Rice University and an M.B.A. from the Tuck School of Business at Dartmouth College. We believe that Mr. Southwell is qualified to serve on our Board because of his extensive executive leadership experience and knowledge of our industry. | | Alethia Young Audit Committee Nominating & Corporate Governance Committee | 47 | Ms. Young has served as a member of our Board since 2022. Ms. Young has more than 20 years of experience in healthcare and biotech equity research and investing and has served as the Chief Financial Officer of Bicycle Therapeutics PLC, a Nasdaq-listed biopharmaceutical company from June 2023 to Feb 2026 where she remains a company advisor. From April 2022 to June 2023, Ms. Young served as Chief Financial Officer of Graphite Bio, Inc., a Nasdaq-listed biopharmaceutical company. From 2018 to March 2022, Ms. Young served as senior biotech analyst and head of research at Cantor Fitzgerald, managing the equity research department covering small-cap, mid-cap and large-cap biotechnology companies. Prior to joining Cantor Fitzgerald in 2018, Ms. Young held senior biotech analyst positions at Credit Suisse from August 2015 to August 2018 and Deutsche Bank from July 2011 to July 2015. Earlier in her career, she was a research policy analyst and president at Marwood Group, providing healthcare-focused advisory services to institutional investors. She began her career at J.P. Morgan in the investment banking and asset management divisions. Ms. Young served on the board of directors for BUILD NYC from 2021 to 2023. Ms. Young has also served as a member of the board of directors of Pacira BioSciences, Inc., a Nasdaq-listed biopharmaceutical company, since October 2023. She earned a B.A. in Economics and Spanish from Duke University. We believe that Ms. Young is qualified to serve on the Board because of her extensive experience covering the biotechnology industry and her experience as chief financial officer of a biopharmaceutical company. |

  17. Executive Summary

    Our executive compensation program is intended to be competitive with our peers and to motivate our executive team to achieve our short-term and long-term strategy for creating stockholder value with a significant portion of our executive officers’ compensation being “at risk”. Base salaries are reviewed annually by our Compensation Committee to ensure that they are competitive against our peers and appropriate for each executive's responsibilities. Our Compensation Committee established a cash incentive program based on corporate goals set at the beginning of the year with further consideration being given to each named executive officer’s individual performance over the past year. The corporate rating for the 2025 cash incentive program was 145% of target and the individual performance modifier ranged from 1.10 to 1.15 for our named executive officers. Our Compensation Committee continued to focus the majority of our named executive officers’ compensation in equity awards consisting of stock options and restricted stock units. Approximately 50% of the named executive officers’ 2025 annual equity awards, in the aggregate, was comprised of stock options, based upon the grant date fair value of the awards, and the remainder was in restricted stock units. This is consistent with our Compensation Committee’s belief that equity awards with time-based vesting schedules are most effective in aligning our named executive officers’ motivations with our shareholders' long-term interests. Additionally, Dr. Klein, our Chief Executive Officer, was granted a performance stock unit award, or the PSUs, in December 2025. The PSUs vest based upon a comparison of our TSR to the TSR of the companies of the Nasdaq Biotechnology Index, or NBI, during the period from November 2025 through December 2028, or the Performance Period. The PSUs were granted to Dr. Klein to reflect the success of the Company during 2025, while emphasizing the importance of continuing to deliver value to our stockholders by outperforming similar alternative investments.

  18. Executive Compensation Objectives and Philosophy

    | ● | drive the achievement of key corporate milestones and the execution of our long-term growth strategy by placing a significant portion of named executive officer compensation “at risk”, |

  19. Executive Compensation Objectives and Philosophy

    | ● | align the interests of our executive officers and long-term stockholders. |

  20. (base salary, annual cash incentive at target, and equity award)

    (base salary, annual cash incentive at target, and equity award) We believe that our annual cash incentive program contributes to the achievement of key short-term goals that drive the success of our long-term growth strategy. The annual equity award portion of our Chief Executive Officer’s and other named executive officers’ 2025 primary compensation consisted of stock options and restricted stock units. Annual equity awards are typically made at the start of the new year, which is after performance results for the previous year are known and before the results for the new year can be known. The January 2025 annual equity award was therefore influenced by our Company’s performance in 2024. As further described in our Summary Compensation Table below, our Chief Executive Officer’s and named executive officers’ 2025 annual equity awards granted in January 2025 were composed of approximately 50% options and 50% restricted stock units, based upon the grant date fair value of the awards. Our Chief Executive Officer and other named executive officers may only realize value on the stock options they received in connection with their annual equity awards if our stock price increases above the exercise price and such increased value is maintained through the vesting and exercise dates. In addition, Dr. Klein, our Chief Executive Officer, was granted PSUs in December 2025. The PSUs consist of a target award of 100,000 PSUs, or the Target PSUs, that are earned and vest if the Company’s TSR is at the 55th percentile compared to the other companies in the NBI during the Performance Period, with the opportunity to earn up to an additional 100,000 PSUs for achievement of an 85th percentile or higher TSR during the Performance Period (with linear interpolation between the points shown), as set forth in the schedule following this paragraph. The achievement of the 55th percentile ranking for the Target PSUs and of the additional above-target ranking will be measured at the conclusion of the Performance Period. The PSUs were structured to encourage and reward his future performance and the Company’s continued success following strong performance in 2025. We believe that structuring the primary compensation of our Chief Executive Officer and other named executive officers with a high percentage of performance-based and equity-related compensation as illustrated above strongly aligns with our stockholders’ interests.

  21. (base salary, annual cash incentive at target, and equity award)

    | | Performance | Payout | PSUs Earned | | Maximum: | 85th percentile | 200% | 200,000 | | Target: | 55th percentile | 100% | 100,000 | | Threshold: | 25th percentile | 0% | 0 |

  22. (base salary, annual cash incentive at target, and equity award)

    Our Compensation Committee works with management to establish corporate objectives under our annual cash incentive program that highlight the Company’s strategic goals and provide appropriate motivation toward the achievement of significant milestones that we believe directly correlate to the long-term enhancement of stockholder value. Attract and retain well-qualified executive management. We believe the Company’s growth and success can only be achieved through the contributions of our employees, as led by our executive officers. Our Compensation Committee regularly works with FW Cook, an independent compensation consultant, to understand the competitive landscape and assist in designing and maintaining a compensation program intended to attract, engage and retain high caliber, talented executives capable of executing on our short- and long-term growth strategy. For compensation decisions made in January 2025, our Compensation Committee utilized data from the 2024 peer group developed with the assistance of its independent compensation consultant as one tool to assist the Compensation Committee with respect to competitive positioning and internal parity for base salary, bonus target under our annual cash incentive program, and equity awards. Peer group data are a reference point in making compensation decisions, but the Compensation Committee does not utilize peer data in a formulaic manner. As a result, individual pay levels vary based on individual experience, scope of responsibilities, past performance and expectations with respect to future performance and leadership potential.

  23. Peer Group Composition

    Peer Group Composition General. Our Compensation Committee uses peer group benchmark information developed in coordination with FW Cook to assist it in understanding the range of base salary, target annual cash incentive compensation, and equity grant levels offered for comparable roles at peer companies. Our Compensation Committee considers the relevance of its compensation peer group based on factors that include the Company’s stage of development, therapeutics focus, market capitalization, revenue and headcount. 2024 Peer Group. Our Compensation Committee directed FW Cook to assist in the development of a reference peer group, which we refer to as the 2024 peer group, for compensation decisions to be made effective in January 2025, including 2025 base salary adjustments, annual cash incentive targets for 2025, and the annual equity awards granted on January 3, 2025 informed by 2024 performance. In developing the 2024 peer group, with input from FW Cook, the Compensation Committee selected companies within what it considered a relevant market cap range, that have at least one commercial product, have a clinical pipeline, employ an internal sales force and are headquartered on the east coast or the west coast of the United States to align cost-of-living and labor market. Fibrogen, Inc., Neurocrine Biosciences, Inc., and United Therapeutics Corporation were removed from the peer group because each company’s market cap, combined with other metrics, such as employee headcount and revenue, were no longer in the intended range. Two new companies were added, Corcept Therapeutics Incorporated and Halozyme Therapeutics, Inc., for a total of 16 peer companies. At the time that the 2024 peer group was approved in June 2024, PTC’s market cap was $2.8 billion, which was within the $1.5 billion to $10.7 billion range of peers’ trailing 12-month average market caps and near the $4.5 billion median. The 2024 peer group consisted of:

  24. Peer Group Composition

    | ACADIA Pharmaceuticals Inc. | Alkermes plc | Amicus Therapeutics, Inc. | | Apellis Pharmaceuticals, Inc. | Blueprint Medicines Corp. | Corcept Therapeutics Incorporated* |

  25. Peer Group Composition

    | Exelixis, Inc. | Halozyme Therapeutics, Inc.* | Insmed, Inc. | | Intra-Cellular Therapies, Inc. | Ionis Pharmaceuticals, Inc. | Jazz Pharmaceuticals plc | | Pacira BioSciences, Inc. | Sarepta Therapeutics, Inc. | Supernus Pharmaceuticals, Inc. | | Ultragenyx Pharmaceutical Inc. | | |

  26. Peer Group Composition

    | * New peer group member in 2024 |

  27. Peer Group Composition

    2025 Peer Group. Our Compensation Committee directed FW Cook to assist in the development of a reference peer group, which we refer to as the 2025 peer group, for compensation decisions to be made effective in January 2026, including 2026 base salary adjustments, annual cash incentive targets for 2026, and the annual equity awards granted on January 2, 2026 informed by 2025 performance. The reference 2025 peer group data was also available when the Compensation Committee granted Dr. Klein the PSUs in December 2025. The 2025 peer group selection criteria were generally the same as the criteria for the 2024 peer group. Insmed, Inc. and Pacira BioSciences, Inc. were removed from the peer group because each company’s market cap, combined with other metrics, such as employee headcount and revenue, were no longer in the intended range. Three new companies were added, Axsome Therapeutics, Inc., Harmony Biosciences Holdings, Inc. and Madrigal Pharmaceuticals Corporation for a total of 17 peer companies. At the time that the 2025 peer group was approved in June 2025, PTC’s market cap was $4.1 billion, which was within the $1.8 billion to $10.2 billion range of peers’ trailing 12-month average market caps and near the $5.6 billion median. The 2025 peer group consisted of:

  28. Peer Group Composition

    | ACADIA Pharmaceuticals Inc. | Alkermes plc | Amicus Therapeutics, Inc. | | Apellis Pharmaceuticals, Inc. | Axsome Therapeutics, Inc.* | Blueprint Medicines Corp. | | Corcept Therapeutics Incorporated | Exelixis, Inc. | Halozyme Therapeutics, Inc. | | Harmony Biosciences Holdings, Inc.* | Intra-Cellular Therapies, Inc. | Ionis Pharmaceuticals, Inc. | | Jazz Pharmaceuticals plc | Madrigal Pharmaceuticals Corporation* | Sarepta Therapeutics, Inc. | | Supernus Pharmaceuticals, Inc. | Ultragenyx Pharmaceutical Inc. | |

  29. Peer Group Composition

    | * New peer group member in 2025 |

  30. Individual and Company Performance

    Individual and Company Performance When making annual compensation determinations, the Compensation Committee considers each named executive officer’s individual performance over the past year, his contributions to the execution of the Company’s short-term goals and long-term strategy, the Board’s expectations of performance against key strategic, financial and operational objectives in the coming year, and demonstration of executive leadership at the Company. Individual performance is used together with other information resources to assist in a holistic evaluation of executive compensation. In connection with the close of each fiscal year, our Compensation Committee considers the Company’s performance against the objectives and metrics established for that fiscal year as well as the Company’s total shareholder return for that fiscal year and over the long-term and assigns a corporate rating value, defined as a percentage against goals, to corporate performance based on their assessment of results. This corporate rating is applied, together with the individual performance modifier described below, to determine the amounts earned by each named executive officer under the annual cash incentive program for the last closed (or closing) fiscal year. Awards under the 2025 annual cash incentive program were determined in January 2026 based on the Compensation Committee’s assessment of individual and Company performance during 2025. While individual performance is considered in connection with all aspects of executive compensation, the individual performance modifier only directly impacts the value of cash incentive compensation paid to our named executive officers under our annual cash incentive program. Quantitative weight is assigned to individual performance in the form of an individual performance modifier, which could range from above 1.0 for top performers to 1.0 for employees who consistently deliver on their position requirements and expectations. Performance below these levels can result in the application of an individual performance modifier that is less than 1.0, reducing the annual cash incentive award below the level determined by corporate performance. Our Compensation Committee generally considers our Chief Executive Officer’s assessment of each named executive officer’s performance, other than himself, around the end of the fiscal year at the same time that it considers the Company’s performance against the corporate goals established by the Compensation Committee and our Chief Executive Officer’s performance for the applicable fiscal year. Our Chief Executive Officer has overall responsibility for our business strategy, operations and corporate vision and our Compensation Committee generally assesses his performance in the context of the execution of our business strategy and the performance of the Company as a whole over the applicable fiscal year. As a result, our Compensation Committee considers individual and Company performance during the most recent fiscal year as well as expectations for individual and Company performance during the coming year when setting base salary, target annual cash incentive opportunity and annual equity awards that will become effective in January of the coming year. For example, 2025 base salary adjustments and annual equity awards were considered in late 2024 and set in January 2025 after considering Company and individual performance during 2024. At the same time, our Compensation Committee considered the demands that would be placed on our executive team in order to execute our 2025 strategic goals. For a discussion of the Compensation Committee’s assessment of individual and corporate performance in 2025, which directly impacted annual cash incentive awards for 2025, see “Annual cash incentive program” on page 43. For information concerning individual and corporate performance in 2024, which directly impacted 2025 base salary and equity awards, see “Base salary” below.

  31. Elements of Executive Compensation

    | Element of compensation | 2025 compensation determinations finalized in | | Base salary | January 2025 | | Annual cash incentive award | January 2026 | | Annual equity award | January 2025 |

  32. Elements of Executive Compensation

    Annual cash incentive program. Our annual cash incentive program is intended to motivate and reward our named executive officers to achieve and exceed annual goals and milestones that are expected to advance our long-term growth strategy. Both pre-established corporate goals and individual contributions toward these goals factor into the amount earned under the program. The corporate goals established under the program are tied to the Company’s operating plan for the applicable year and have typically been focused on the achievement of specific research, clinical, regulatory, commercial, financial, compliance or operational milestones developed in collaboration with our Compensation Committee. Our Compensation Committee strives to establish goals that challenge our management team and other employees to be “ever better” in accordance with the PTC Expectations and provide them with targets that are only achievable with exceptional effort. Achievement of these goals is viewed as conducive to the creation of stockholder value because the goals are designed to be consistent with our short-term and long-term strategic priorities. Mechanics of annual cash incentive program. Each named executive officer has the potential to realize a pre-established target value tied to a percentage of his salary, with the risk of earning no bonus and the ability to earn up to two times target. The 2025 target for Dr. Klein was 80% of his base salary, which remained unchanged from 2024, and the 2025 target for each of the other named executive officers was 50% of such named executive officer’s salary, which also remained unchanged from 2024. In connection with the close of each fiscal year, our Compensation Committee considers the Company’s performance against objectives and metrics established in advance for that fiscal year as well as the Company’s total shareholder return for that fiscal year and over the long term and assigns a value to corporate performance based on the Compensation Committee’s assessment of results. The amounts that could be achieved under the corporate performance segment of the annual cash incentive program are capped at two times target. The program permits the exercise of both negative and positive adjustment based on our Compensation Committee’s qualitative assessment of overall corporate performance during the year (subject to the maximum award cap). The corporate rating for the 2025 cash incentive program, as determined at the end of 2025, was 145% for the named executive officers, as further discussed below. Individual performance is considered in the manner described under “Individual and Company Performance” on page 41, with a maximum quantitative modifier for individual performance in 2025 of up to 1.15. The combination of corporate and individual performance is applied using the following formula:

  33. Elements of Executive Compensation

    | Base SalaryX | Target Annual Incentive (%)X | Corporate Rating (%)X | Individual Performance Modifier | = | Incentive Award |

  34. Elements of Executive Compensation

    Amounts earned under 2025 annual cash incentive program. Our named executive officers earned the amounts set forth in the table below based on our Compensation Committee’s determinations with respect to the Company’s corporate rating of 145% and the individual performance modifiers under the 2025 annual cash incentive program:

  35. Elements of Executive Compensation

    Annual equity award. A significant portion of our executive compensation program in 2025 and in prior years has been in the form of an annual equity award that vests over a four-year period. The “Stock Award” and “Options Awards” columns of our Summary Compensation Table set forth the full grant date fair value of the restricted stock units and stock option awards, respectively, granted to each named executive officer in January 2025, calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification, Topic 718, or FASB ASC Topic 718. These amounts do not represent the actual value realized by the named executive officers in 2025; in fact, no portion of the applicable equity awards vested until January 2026. Our Compensation Committee views time-vested stock option awards as an important tool to align the interests of our named executive officers with the interests of our stockholders and believes that this form of equity is most effective at rewarding successful execution of our long-term growth strategy. The time-vesting feature of the annual equity award, for both the stock options and restricted stock units, is also intended to promote continued employment and retention of executives. Options are utilized only to pay for stock price increases, consistent with growth, while RSUs are used to ensure retention and long-term ownership alignment during periods of market volatility. In determining the size of the annual equity awards granted to our named executive officers, our Compensation Committee considers the Company’s performance during the year prior to grant, the individual’s key contributions to our execution of our short-term and long-term goals during that year, as well as expectations for the Company’s and the individual’s performance in the new year, including the individual’s potential for enhancing the long-term creation of value for our stockholders. Our Compensation Committee also considers information provided by its independent compensation consultant, including information regarding comparative stock ownership of, and equity awards received by, the executives in our peer group and our industry. Our Compensation Committee also considers matters of internal pay equity as well as individual expectations based on historic Company practices. In addition, our Chief Executive Officer provides his recommendations to our Compensation Committee for each named executive officer other than himself. Timing, pricing, material terms, of other matters related to equity awards. All grants to our named executive officers must be approved by our Compensation Committee. Annual equity awards are generally granted at predetermined meetings of the Compensation Committee, in the beginning of the calendar year when the prior year can be reviewed. The annual equity awards consider the prior year’s performance more than the current year’s performance, because the Compensation Committee does not know the results of the coming year at the time of grant. As a result, performance in the previous year is a key factor in determining the grant amount. Specifically, the equity awards granted in January 2025, which are disclosed in the Summary Compensation Table, were impacted by our Compensation Committee’s assessment of 2024 performance, including annual TSR of 68%, and expectations for 2025. We viewed 2024 as year with significant corporate accomplishments, having achieved all clinical and regulatory milestones on schedule, and having solidified our balance sheet to support planned commercial and research and development activities in 2025 and beyond. Our Compensation Committee’s assessment of 2025 performance and expectations for 2026 were factors in determining the equity awards granted in January 2026, which will be discussed in next year’s Summary Compensation Table. The exercise price for annual stock option awards is set at the closing price of the Company’s common stock on the date of the grant. Annual stock option awards granted to employees, including our named executive officers, since our initial public offering have generally vested over a four-year period, with 25% of the shares underlying such options vesting one year after grant and 6.25% of the shares vesting at the end of each successive three-month period thereafter. The restricted stock units granted to our named executive officers in 2023, 2024 and 2025 vest over a four-year period, with 25% of the shares vesting one year after grant, and an additional 25% of the shares vesting annually thereafter. During the last fiscal year, neither the Board nor the Compensation Committee took material nonpublic information into account when determining the timing or terms of stock options, except that if the Company determined that it was in possession of material nonpublic information on an anticipated grant date, the Compensation Committee deferred the grant until a date on which the Company was not in possession of material nonpublic information. Equity awards are not granted in anticipation of the release of material nonpublic information, and the release of material nonpublic information is not timed on the grant dates of such equity awards. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2025, we did not grant stock options to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Form 10-Q or 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information. 2025 equity award determinations. In allocating equity awards among the named executive officers, our Compensation Committee considered individual performance in the context of both the Company’s achievements during 2024, as well as our Chief Executive Officer’s assessment and recommendations for each of the named executive officers. The Compensation Committee also considered the prevalence of restricted stock unit grants within the 2024 peer group, the usefulness of restricted stock units in managing the Company’s burn rate and equity compensation dilution, and individual market data for the named executive officers. Based on the factors detailed above, our Compensation Committee granted the stock option awards and restricted stock units described under the “Tabular presentation of annual equity awards in 2025” below to our named executive officers, pursuant to our Amended and Restated 2013 Long-Term Incentive Plan, on January 3, 2025. In addition, in December 2025, our Compensation Committee awarded Dr. Klein the PSUs. Our Compensation Committee granted the PSUs to Dr. Klein to recognize the Company’s success in 2025, with the awards structured to encourage continued future performance. The PSUs vest based on our TSR as percentile ranking of our performance against other companies in the NBI during the performance period. The earnout and subsequent vesting after the end of 2028 will be determined as follows, with linear interpolation for TSR performance between the points shown using a 90-day consecutive trading day non-weighted average closing price for PTC at the start and end of the performance period to mitigate daily volatility:

  36. Elements of Executive Compensation

    | | Performance | Payout | PSUs Earned | | Maximum: | 85th percentile | 200% | 200,000 | | Target: | 55th percentile | 100% | 100,000 | | Threshold: | 25th percentile | 0% | 0 |

  37. Elements of Executive Compensation

    Tabular presentation of annual equity awards in 2025. The table below sets forth the grant date fair value of the equity awards made to each of our named executive officers in January 2025 and December 2025, as applicable, calculated in accordance with the provisions of FASB ASC Topic 718.

  38. Elements of Executive Compensation

    | | Stock Option | Restricted Stock | Target PSU | 2025 grant date | | Name | award (#)(1) | Unit award (#) | award (#) | fair value ($) | | Matthew Klein (2) | 175,000 | 70,000 | 100,000 | $20,993,560 | | Pierre Gravier | 56,250 | 22,500 | — | $2,461,359 | | Eric Pauwels | 55,000 | 22,000 | — | $2,406,662 | | Lee Golden | 50,000 | 20,000 | — | $2,187,874 | | Neil Almstead | 47,500 | 19,000 | — | $2,078,481 |

  39. Elements of Executive Compensation

    | (1) Each stock option has an exercise price of $46.54, the closing price of our common stock on January 3, 2025, the date of grant. |

  40. Elements of Executive Compensation

    | (2) Dr. Klein’s equity awards include the PSUs issued in December 2025, assuming achievement of the target 55th percentile ranking for TSR compared to companies in the NBI. As discussed above, the Target PSUs have the potential to be earned at two times target if relative TSR is at or above the 85th percentile for the Performance Period. No earned PSUs vest until the end of the Performance Period. |

  41. Elements of Executive Compensation

    Severance Benefits. Each of our named executive officers has an employment agreement that entitles such executive to certain cash payments and other benefits in the event such officer’s employment is terminated (other than for “cause”) or the Company undergoes a change in control. See “Employment Agreements with Executive Officers” on page 54 for additional information with respect to the employment agreements in general and “Potential Payments Upon Termination or Change in Control (2025)” on page 59 for additional information concerning specific severance payments and other benefits that our named executive officers may be entitled to receive under their employment agreements. We believe the benefits under these employment agreements are consistent with market practice. The change in control provisions are intended to help to promote a continuity of management during a corporate transaction, while the severance arrangements are used primarily to attract, retain and motivate well-qualified executive management. Each employment agreement includes restrictive covenants (such as non-compete and non-solicitation provisions) that would apply, to the extent permissible by state law, in the event of the named executive officer’s termination, which our Board believes helps us protect our value. Our change in control benefits are “double trigger” benefits. A “double trigger” benefit means that a change in control, by itself, would not trigger benefits. Instead, benefits would be paid only if the employment of the named executive officer is terminated during a specified period before or after the change in control. We believe this structure would help us secure the continued employment and focus of our named executive officers during change in control negotiations in which they believe they may lose their jobs. Other Elements of Compensation. Our named executive officers are eligible to participate in all of our employee benefit plans, in each case on the same basis as other employees. We maintain broad-based benefits that are provided to eligible employees, including health, dental, life and disability insurance and our 401(k) savings and retirement plan, or 401(k) plan. During 2025, we provided a 100% matching contribution for up to the first 6%, subject to applicable federal limits, of each contributing employee’s eligible compensation under our 401(k) plan. The matching contribution is subject to vesting at the rate of 25% at the end of each year of employment, for an employee’s first four years of employment, following which the matching contribution vests at 100% upon receipt. We do not maintain an executive perquisite program or any guaranteed or funded retirement plan benefits other than the matching contributions under our 401(k) plan, which we make available to all employees. Our named executive officers are also eligible to participate in our employee stock purchase plan, or ESPP, which is available on the same basis to other employees. Additionally, all of our employees, including our named executive officers, are reimbursed for all business-related travel, including air travel to and from their respective residences.

  42. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers during the years indicated:

  43. Summary Compensation Table

    | | | | | | | Non-equity | | | | | | | | | | incentive | | | | | | | | Stock | Option | plan | All other | | | | | Salary | Bonus | awards | awards | compensation | compensation | Total | | Name and principal position | Year | ($)(1) | ($) | ($)(2) | ($)(2) | ($)(3) | ($)(4) | ($) | | Matthew B. Klein(5) | 2025 | 958,500 | — | 16,593,800 | 4,399,760 | 1,294,000 | 20,266 | 23,266,326 | | Chief Executive Officer | 2024 | 882,167 | — | 2,998,300 | 2,361,006 | 1,149,700 | 19,591 | 7,410,765 | | | 2023 | 747,222 | — | 4,545,380 | 3,152,305 | 472,800 | 19,318 | 8,937,025 | | Pierre Gravier | 2025 | 579,167 | — | 1,047,150 | 1,414,209 | 488,600 | 21,660 | 3,550,786 | | Chief Financial Officer | 2024 | 542,500 | — | 567,749 | 640,845 | 455,200 | 21,360 | 2,227,654 | | | 2023 | 245,000 | — | 1,035,320 | 1,358,045 | 94,500 | 1,610 | 2,734,475 | | Eric Pauwels | 2025 | 613,150 | — | 1,023,880 | 1,382,782 | 517,800 | 25,356 | 3,562,968 | | Chief Business Officer | 2024 | 570,217 | — | 624,267 | 742,031 | 436,900 | 25,056 | 2,398,470 | | | 2023 | 549,117 | — | 709,560 | 941,850 | 198,600 | 13,463 | 2,412,590 | | Lee Golden | 2025 | 574,667 | — | 930,800 | 1,257,074 | 482,800 | 23,838 | 3,269,179 | | Executive Vice President and Chief Medical Officer | 2024 | 548,333 | — | 580,594 | 674,573 | 421,000 | 23,538 | 2,248,039 | | | 2023 | 507,917 | — | 863,369 | 814,842 | 189,000 | 19,868 | 2,394,995 | | Neil Almstead | 2025 | 582,500 | — | 884,260 | 1,194,221 | 467,400 | 30,674 | 3,159,055 | | Chief Technical Operations Officer | 2024 | 560,600 | — | 642,250 | 640,845 | 451,400 | 23,713 | 2,318,808 | | | 2023 | 531,000 | — | 670,140 | 758,713 | 192,100 | 22,823 | 2,174,776 |

  44. Summary Compensation Table

    | (1) Base salary determinations for 2025 were set by our Compensation Committee in January 2025 and became effective as of March 1, 2025. |

  45. Summary Compensation Table

    | (2) These amounts do not represent the actual value realized by the named executive officers during the respective year. The amounts reported in the “Stock awards” and “Option awards” columns reflect the full grant date fair value of share-based compensation awarded during the applicable fiscal year computed in accordance with the provisions of FASB ASC Topic 718. |

  46. Summary Compensation Table

    The stock option values were calculated using the Black-Scholes option pricing model. See Notes 2 and 10 to our audited financial statements for the fiscal year ended December 31, 2025, included in our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for information regarding assumptions underlying the valuation of equity awards. The grant date fair value of the PSUs granted to Dr. Klein in 2025 was calculated in accordance with FASB ASC Topic 718 based on the probable outcome of the performance conditions using a Monte-Carlo simulation model since they are subject to a market condition. The grant date fair value of the PSUs assuming the highest level of achievement of the performance conditions under the PSUs is $26,672,000.

  47. Summary Compensation Table

    | (3) Represents cash awards earned by our named executive officers under our annual cash incentive program. |

  48. Summary Compensation Table

    | (4) The amounts reported in the “All other compensation” column in 2025 reflect, for each named executive officer, PTC’s 401(k) plan matching contribution and group term life insurance premiums paid by the Company, and for Dr. Almstead, an amount under an employee-wide health incentive program. Such 401(k) plan matching contribution was $21,000 for each of Drs. Almstead and Golden and Messrs. Gravier and Pauwels, and $18,748 for Dr. Klein. |

  49. Summary Compensation Table

    | (5) Dr. Klein also serves as a member of our Board but does not receive any additional compensation for his service as a director. |

  50. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table sets forth information concerning each grant of an award made in 2025 to the named executive officers under any Company compensation plan. All equity awards were made under our Amended and Restated 2013 Long-Term Incentive Plan.

  51. Grants of Plan-Based Awards in 2025

    | | | | | | | | | | All Other | | | | | | | | | | | | All other | Option | | Grant Date | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Stock Awards; | Awards: | Exercise or | Fair Value of | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | Number of | Number of | Base Price | Stock and | | | | Plan Awards(1) | | | Plan Awards | | | Shares of | Securities | of Option | Option | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Stocks or Units | Underlying | Awards | Awards | | Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(2) | Options (#)(3) | ($/Sh)(4) | ($)(5) | | Matthew Klein (6) | 1/3/2025 | | | | — | — | — | — | 175,000 | $46.54 | $4,399,760 | | | 1/3/2025 | | | | — | — | — | 70,000 | — | | $3,257,800 | | | 12/2/2025 | | | | — | 100,000 | 200,000 | — | — | | $13,336,000 | | | | — | $776,000 | $1,552,000 | | | | | | | | | Pierre Gravier | 1/3/2025 | | | | — | — | — | — | 56,250 | $46.54 | $1,414,209 | | | 1/3/2025 | | | | — | — | — | 22,500 | — | | $1,047,150 | | | | — | $293,000 | $586,000 | | | | | | | | | Eric Pauwels | 1/3/2025 | | | | — | — | — | — | 55,000 | $46.54 | $1,382,782 | | | 1/3/2025 | | | | — | — | — | 22,000 | — | | $1,023,880 | | | | — | $310,500 | $621,000 | | | | | | | | | Lee Golden | 1/3/2025 | | | | — | — | — | — | 50,000 | $46.54 | $1,257,074 | | | 1/3/2025 | | | | — | — | — | 20,000 | — | | $930,800 | | | | — | $289,500 | $579,000 | | | | | | | | | Neil Almstead | 1/3/2025 | | | | — | — | — | — | 47,500 | $46.54 | $1,194,221 | | | 1/3/2025 | | | | — | — | — | 19,000 | — | | $884,260 | | | | — | $293,000 | $586,000 | | | | | | | |

  52. Grants of Plan-Based Awards in 2025

    | (1) Amounts represent potential awards under the annual cash incentive program, which equal a specified percentage of the participant’s 2025 base salary. Dr. Klein could earn, at target, an amount equal to 80% of his base salary, and each other named executive officer that is currently employed by the Company can earn, at target, an amount equal to 50% of his respective base salary. No definitive threshold value was established by the Compensation Committee in 2025. |

  53. Grants of Plan-Based Awards in 2025

    The amount reflected under “Maximum” is the largest potential award that was achievable by each named executive officer in 2025, which is two times the target. The maximum award may not be increased above this limitation to reflect the individual performance modifier. Since 2021, individual payouts under the annual cash incentive program to named executive officers have ranged from a low of 80% to a high of 166.8%, in each case based on the combination of the corporate rating and the individual performance modifier as described above in “Mechanics of annual cash incentive program” on page 43. The actual amounts earned by each named executive officer are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For more information on the annual cash incentive program in 2025, please see “Compensation Discussion and Analysis—Annual cash incentive program” on page 43.

  54. Grants of Plan-Based Awards in 2025

    | (2) All of the restricted stock unit awards granted in 2025 to each of our named executive officers vest in four equal installments over four years, with the initial 25% vesting on the anniversary of the grant date and an additional 25% of the shares vesting annually thereafter. |

  55. Grants of Plan-Based Awards in 2025

    | (3) All of the options granted in 2025 to each of our named executive officers vest over four years, with 25% of the shares underlying such options vesting on the first anniversary of the grant date and 6.25% of the shares vesting at the end of each successive three-month period thereafter. |

  56. Grants of Plan-Based Awards in 2025

    | (4) The exercise price is the closing price of PTC common stock, as traded on the Nasdaq Global Select Market on the date of the respective grant. For more information on stock options granted to the named executive officers in 2025, please see “Compensation Discussion and Analysis—Annual equity award” on page 46. |

  57. Grants of Plan-Based Awards in 2025

    | (5) This column represents the full grant date fair value of stock options and restricted stock units granted to each of the named executive officers in 2025, as calculated in accordance with FASB ASC Topic 718. These amounts do not represent the actual value realized by the named executive officers during 2025. |

  58. Grants of Plan-Based Awards in 2025

    | (6) On December 2, 2025, Dr. Klein was granted 100,000 Target PSUs. On the date of grant, for purposes of accounting recognition as required by the Summary Compensation Table, the grant date fair value for the PSUs was calculated in accordance with FASB ASC Topic 718 based on the probable outcome of the performance conditions using a Monte-Carlo simulation model since the PSUs are subject to a market condition. The PSUs vest as described in the footnotes to the Outstanding Equity Awards at December 31, 2025 table below. |

  59. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table sets forth information regarding outstanding stock options, restricted stock units and PSUs held by our named executive officers as of December 31, 2025:

  60. Outstanding Equity Awards at December 31, 2025

    | | Option awards | | | | Stock awards | | | | | | | | | | | | Equity incentive | Equity incentive | | | | | | | | | plan awards: | plan awards: | | | Number of | Number of | | | Number of | Market value | number of | market or payout | | | securities | securities | | | shares of | of shares of | unearned shares, | value of unearned | | | underlying | underlying | Option | | stock that | stock that | units or other | shares, units or | | | unexercised | unexercised | exercise | Option | have not | have not | rights that have | other rights that | | | options | options | price | expiration | vested | vested | not vested | have not vested | | Name | exercisable(#) | unexercisable(#) | ($/share) | date | (#) | ($)(22) | (#) | ($)(22) | | Matthew Klein | 86,314 | — | $38.98 | 10/24/2029 | | | | | | | 50,000 | — | 47.49 | 4/15/2030 | | | | | | | 52,500 | — | 66.49 | 1/5/2031 | | | | | | | 50,000 | — | 38.10 | 1/6/2032 | | | | | | | 49,218 | 3,282(1) | 38.10 | 1/6/2032 | | | | | | | 44,687 | 20,313(2) | 39.42 | 1/4/2033 | | | | | | | 40,625 | 24,375(4) | 52.96 | 4/17/2033 | | | | | | | 76,562 | 98,438(6) | 25.69 | 2/14/2034 | | | | | | | — | 175,000(7) | 46.54 | 1/2/2035 | | | | | | | | | | | 5,250(8) | $398,790 | | | | | | | | | 13,000(9) | $987,480 | | | | | | | | | 13,000(10) | $987,480 | | | | | | | | | 18,750(11) | $1,424,250 | | | | | | | | | 52,500(13) | $3,987,900 | | | | | | | | | 70,000(16) | $5,317,200 | | | | | | | | | 7,813(20) | $593,475 | | | | | | | | | 50,000(21) | $3,798,000 | | | | | | | | | | | 15,625(17) | $1,186,875 | | | | | | | | | 25,000(18) | $1,899,000 | | | | | | | | | 100,000(19) | $7,596,000 | | Pierre Gravier | 36,562 | 28,438(5) | $39.82 | 7/12/2033 | | | | | | | 20,781 | 26,719(6) | 25.69 | 2/14/2034 | | | | | | | — | 56,250(7) | 46.54 | 1/2/2035 | | | | | | | | | | | 13,000(12) | $987,480 | | | | | | | | | 14,250(13) | $1,082,430 | | | | | | | | | 1,550(15) | $117,738 | | | | | | | | | 22,500(16) | $1,709,100 | | | | Eric Pauwels | 17,566 | — | $18.01 | 1/2/2028 | | | | | | | 26,950 | — | 33.02 | 1/21/2029 | | | | | | | 28,210 | — | 51.16 | 1/28/2030 | | | | | | | 50,000 | — | 47.49 | 4/15/2030 | | | | | | | 59,062 | 3,938(1) | 38.10 | 1/6/2032 | | | | | | | 30,937 | 14,063(2) | 39.42 | 1/4/2033 | | | | | | | 24,062 | 30,938(6) | 25.69 | 2/14/2034 | | | | | | | — | 55,000(7) | 46.54 | 1/2/2035 | | | | | | | | | | | 4,200(8) | $319,032 | | | | | | | | | 9,000(9) | $683,640 | | | | | | | | | 16,500(13) | $1,253,340 | | | | | | | | | 1,150(15) | $87,354 | | | | | | | | | 22,000(16) | $1,671,120 | | | | Lee Golden | 40,500 | — | $47.06 | 5/10/2030 | | | | | | | 23,100 | — | 66.49 | 1/5/2031 | | | | | | | 9,375 | 625(1) | 38.10 | 1/6/2032 | | | | | | | 12,740 | 850(1) | 38.10 | 1/6/2032 | | | | | | | 7,837 | 3,563(2) | 39.42 | 1/4/2033 | | | | | | | 13,125 | 7,875(3) | 52.85 | 4/23/2033 | | | | | | | 21,875 | 28,125(6) | 25.69 | 2/14/2034 | | | | | | | — | 50,000(7) | 46.54 | 1/2/2035 | | | | | | | | | | | 1,500(8) | $113,940 | | | | | | | | | 2,039(9) | $154,882 | | | | | | | | | 5,320(9) | $404,107 | | | | | | | | | 4,200(14) | $319,032 | | | | | | | | | 15,000(13) | $1,139,400 | | | | | | | | | 1,300(15) | $98,748 | | | | | | | | | 20,000(16) | $1,519,200 | | | | Neil Almstead | 69,500 | — | $51.16 | 1/28/2030 | | | | | | | 59,500 | — | 66.49 | 1/5/2031 | | | | | | | 50,625 | 3,375(1) | 38.10 | 1/6/2032 | | | | | | | 24,921 | 11,329(2) | 39.42 | 1/4/2033 | | | | | | | 20,781 | 26,719(6) | 25.69 | 2/14/2034 | | | | | | | — | 47,500(7) | 46.54 | 1/2/2035 | | | | | | | | | | | 3,600(8) | $273,456 | | | | | | | | | 8,500(9) | $645,660 | | | | | | | | | 14,250(13) | $1,082,430 | | | | | | | | | 3,000(15) | $227,880 | | | | | | | | | 19,000(16) | $1,443,240 | | |

  61. Outstanding Equity Awards at December 31, 2025

    | (1) This option vests over four years, with 25% of the shares underlying the option vesting on January 7, 2023 and 6.25% of the shares underlying the option vesting quarterly thereafter beginning on April 7, 2023. |

  62. Outstanding Equity Awards at December 31, 2025

    | (2) This option vests over four years, with 25% of the shares underlying the option vesting on January 5, 2024 and 6.25% of the shares underlying the option vesting quarterly thereafter beginning on April 5, 2024. |

  63. Outstanding Equity Awards at December 31, 2025

    | (3) This option vests over four years, with 25% of the shares underlying the option vesting on April 24, 2024 and 6.25% of the shares underlying the option vesting quarterly thereafter beginning on July 1, 2024. |

  64. Outstanding Equity Awards at December 31, 2025

    | (4) This option vests over four years, with 25% of the shares underlying the option vesting on April 18, 2024 and 6.25% of the shares underlying the option vesting quarterly thereafter beginning on July 18, 2024. |

  65. Outstanding Equity Awards at December 31, 2025

    | (5) This option vests over four years, with 25% of the shares underlying the option vesting on July 13, 2024 and 6.25% of the shares underlying the option vesting quarterly thereafter beginning on October 13, 2024. |

  66. Outstanding Equity Awards at December 31, 2025

    | (6) This option vests over four years, with 25% of the shares underlying the option vesting on February 15, 2025 and 6.25% of the shares underlying the option vesting quarterly thereafter beginning on May 15, 2025. |

  67. Outstanding Equity Awards at December 31, 2025

    | (7) This option vests over four years, with 25% of the shares underlying the option vesting on January 3, 2026 and 6.25% of the shares underlying the option vesting quarterly thereafter beginning on April 3, 2026. |

  68. Outstanding Equity Awards at December 31, 2025

    | (8) This restricted stock unit vests in four equal annual installments, commencing on January 7, 2023. |

  69. Outstanding Equity Awards at December 31, 2025

    | (9) This restricted stock unit vests in four equal annual installments, commencing on January 5, 2024. |

  70. Outstanding Equity Awards at December 31, 2025

    | (10) This restricted stock unit vests in four equal annual installments, commencing on April 18, 2024. |

  71. Outstanding Equity Awards at December 31, 2025

    | (11) This restricted stock unit vests in four equal annual installments, commencing on December 29, 2023. |

  72. Outstanding Equity Awards at December 31, 2025

    | (12) This restricted stock unit vests in four equal annual installments, commencing on July 13, 2024. |

  73. Outstanding Equity Awards at December 31, 2025

    | (13) This restricted stock unit vests in four equal annual installments, commencing on February 15, 2025. |

  74. Outstanding Equity Awards at December 31, 2025

    | (14) This restricted stock unit vests in four equal annual installments, commencing on April 1, 2024. |

  75. Outstanding Equity Awards at December 31, 2025

    | (15) This restricted stock unit vests in two equal annual installments, commencing on February 15, 2025. |

  76. Outstanding Equity Awards at December 31, 2025

    | (16) This restricted stock unit vests in four equal annual installments, commencing on January 3, 2026. |

  77. Outstanding Equity Awards at December 31, 2025

    | (17) Dr. Klein was granted 31,250 stock price PSUs in December 2024, or the Stock Price PSUs, consisting of 15,625 target Stock Price PSUs, and 15,625 above-target Stock Price PSUs. The target Stock Price PSUs vest if the average closing price of our common stock over 90 consecutive trading days equals or exceeds a target price, or the Target Price, prior to December 31, 2029. In December 2025, this performance condition was achieved. Upon achievement of this performance condition, the 15,625 target Stock Price PSUs became subject to additional time-based vesting, with one-half of the shares underlying the target Stock Price PSUs having vested immediately upon the achievement of the milestone and the remaining shares underlying the target Stock Price PSUs vesting on the first anniversary date of the achievement of the milestone. The remaining shares subject to time-based vesting are reflected in this table under “Number of shares of stock that have not vested.” See footnote 20 to this table. The above-target Stock Price PSUs may be earned if the average closing price of our common stock over 90 consecutive trading days equals or exceeds one and one-third times the Target Price, or the Above-Target Price, prior to December 31, 2029. Upon achievement of such performance condition, the 15,625 above-target Stock Price PSUs will remain subject to additional time-based vesting, with one-half of the shares underlying the above-target Stock Price PSUs vesting immediately upon the achievement of the |

  78. Outstanding Equity Awards at December 31, 2025

    | milestone and the remaining shares underlying the above-target Stock Price PSUs vesting on the first anniversary date of the achievement of the milestone. The 15,625 above-target Stock Price PSUs remain outstanding. The Above-Target Price is maintained by the Company as confidential and proprietary information and, therefore, the Compensation Committee believes that the disclosure of such information prior to the completion of the performance period would result in competitive harm to the Company. |

  79. Outstanding Equity Awards at December 31, 2025

    | (18) Dr. Klein was granted performance PSUs in December 2024, or the Performance PSUs. The 12,500 Performance PSUs vest upon satisfaction of certain performance goals relating to revenue, development or regulatory milestones that are achieved prior to December 31, 2029. Upon achievement of the relevant performance condition, the Performance PSUs remain subject to additional time-based vesting, with one-half of earned shares underlying the Performance PSUs vesting immediately upon the achievement of the milestone and the remaining shares underlying the Performance PSUs vesting on the first anniversary date of the achievement of the milestone. An additional 12,500 PSUs for above market performance may be earned upon satisfaction of certain performance goals relating to regulatory milestones that are achieved prior to December 31, 2029. Upon achievement of the relevant performance condition, the additional PSUs remain subject to additional time-based vesting, with one-half of the shares underlying the additional PSUs vesting immediately upon the achievement of the milestone and the remaining shares underlying the additional PSUs vesting on the first anniversary date of the achievement of the milestone. The Compensation Committee believes that the disclosure of such information prior to completion of the performance period would result in competitive harm to the Company. |

  80. Outstanding Equity Awards at December 31, 2025

    | (19) Dr. Klein was granted PSUs in December 2025. The PSUs vest based on our TSR as percentile ranking of our performance relative to other companies in the NBI for the Performance Period. Pursuant to the terms of the award, Dr. Klein may earn a number of PSUs from 0% to 200% of the number of PSUs granted based on the Company’s percentile rank of TSR relative to the TSR the companies in the NBI for the Performance Period. For more information about these PSUs, see Compensation Discussion and Analysis—Executive Compensation Objectives and Philosophy. |

  81. Outstanding Equity Awards at December 31, 2025

    | (20) This restricted stock unit vests on December 1, 2026. |

  82. Outstanding Equity Awards at December 31, 2025

    | (21) This restricted stock unit vests in two equal annual installments on August 1, 2026 and August 1, 2027. These restricted stock units were earned on August 1, 2025 upon the vesting of 75,000 PSUs granted in December 2023, based on the achievement of a certain pre-established regulatory milestone, of which 25,000 RSUs vested on that date. |

  83. Outstanding Equity Awards at December 31, 2025

    | (22) Market values are based on a price of $75.96 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025, the last trading day of the year. |

  84. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table sets forth information concerning stock options that were exercised and restricted stock units that vested during 2025. All stock option exercises and sales effected by our named executive officers during 2025 were pursuant to Rule 10b-5 plans adopted in accordance with our Insider Trading Policy. For additional information on our Insider Trading Policy, see “Compensation Discussion and Analysis—Insider Trading, Prohibition Against Pledging and Anti-Hedging Policies” above.

  85. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | | Number of Shares | | Number of Shares | | | | Acquired on | Value Realized on | Acquired on Vesting | Value Realized on | | Name | Exercise (#) | Exercise ($)(1) | (#)(2) | Vesting ($)(3) | | Matthew Klein | — | $— | 89,562 | $5,309,959 | | Pierre Gravier | — | $— | 12,800 | $642,041 | | Eric Pauwels | 103,850 | $2,188,444 | 17,900 | $864,986 | | Lee Golden | — | $— | 15,589 | $765,368 | | Neil Almstead | 162,500 | $7,502,351 | 18,150 | $882,885 |

  86. Option Exercises and Stock Vested in 2025

    | (1) Values realized upon stock option exercises are calculated based on the difference between the market price of PTC common stock at the time of exercise and the exercise price of the option. |

  87. Option Exercises and Stock Vested in 2025

    | (2) This column represents the vesting of restricted stock units granted in 2021, 2022, 2023 and 2024. |

  88. Option Exercises and Stock Vested in 2025

    | (3) The value realized for the restricted stock units was determined by multiplying the number of shares that vested by the market price of PTC common stock on the date of vesting. |

  89. Potential Payments upon Termination or Change in Control (2025)

    Potential Payments upon Termination or Change in Control (2025) As described below, each of our named executive officers has an employment agreement with us that entitles such executive to certain cash payments or other benefits in the event such officer’s employment is terminated or the Company undergoes a change in control. Pre-Conditions to Severance and Restrictive Covenants The receipt of severance benefits by a named executive officer is conditioned upon the execution and non-revocation of a separation and release of claims agreement. These agreements include standard continued assistance and cooperation clauses and require reconfirmation of each executive’s commitment to abide by the non-competition, non-solicitation and confidentiality provisions of their employment agreements. Pursuant to non-competition provisions in the employment agreements, each named executive officer has agreed that for, in the case of Dr. Klein, 24 months, in the case of Mr. Gravier, 15 months, and in the case of each other named executive officer, 18 months following his separation from the Company he will not engage in or assume any role involving directly or indirectly our field of interest, including, among other things, the research, development and commercialization of products relating to therapies for certain genetic disorders or diseases, including DMD and other therapeutic targets, mechanisms of action and/or therapies in which the Company has a research, development or commercialization program. In addition, to the extent permissible by state law, non-solicitation provisions in the employment agreements also prohibit each named executive officer for a period of, in the case of Dr. Klein, 24 months, in the case of Mr. Gravier, 15 months, and in the case of each other named executive officer, 18 months following separation from the Company from soliciting, directly or indirectly, any customers, partners, vendors, employees or contractors. Each agreement includes confidentiality provisions and assignment of invention provisions that do not expire following a separation of employment. Definitions A named executive officer’s termination by the Company would generally be considered “without cause” unless our Board determined in writing that: there was a willful and continued failure by the named executive officer to substantially perform his duties or responsibilities; he engaged in willful misconduct or gross negligence with detrimental effect to the Company; he was convicted of a felony; he materially breached a fiduciary duty to the Company; or he materially breached the terms of his employment agreement. Unless the named executive officer has consented to any of the following, his decision to terminate his employment with the Company would generally be considered “for good reason” (following a failure of the Company to cure the condition) if: he was required to relocate more than 50 miles (or to New York City), or in the case of Mr. Gravier, outside of California for a period of longer than three months; there was a material adverse change in his responsibilities or a material reduction in his base compensation; the Company materially breached his employment agreement (and such breach was not promptly cured); or the Company failed to obtain the assumption of his employment agreement by any successor to the Company. In addition, the failure of the Board to appoint Dr. Klein as our Chief Executive Officer or re-nominate him as a Board member would generally be qualified as “good reason” for Dr. Klein to terminate his employment with us. A “change in control” would generally be deemed to have occurred if: as a result of a merger or other reorganization, the Company was not the surviving entity; there was a sale of, or agreement to sell, substantially all of the Company’s assets; any person or group acquires or gains control of more than 50% of the Company’s common stock; or, as a result of or in connection with a contested election of directors, the Company’s current Board members (or their approved nominees) ceased to comprise a majority of the Board. All stock option awards and restricted stock unit awards granted since our initial public offering are "double-trigger" awards that require both a change in control and a qualifying termination of employment before vesting is accelerated. Overview of Payments—Dr. Klein If we terminate Dr. Klein’s employment without cause or if he terminates his employment with us for good reason, we are obligated to: pay Dr. Klein 24 months of base salary continuation; a pro-rated bonus, based on his separation date, for the year in which termination occurs, based on actual corporate performance; extend the exercise period of certain of his option awards, subject to specified limitations; and, to the extent allowed by applicable law and the applicable plan documents, continue to provide him and certain of his dependents with group health insurance for a period of up to 18 months. Additionally, (i) the portion of any stock option held by Dr. Klein that is unvested at the time of termination shall remain outstanding and eligible to vest for a period of six months following such termination and shall vest on the date or dates that such portion of the stock option would have vested by its terms had Dr. Klein remained employed during such six-month period; provided, that in the event any such stock option was granted to Dr. Klein within the one-year period immediately prior to his termination, fifty percent of the shares of common stock subject to this stock option shall vest on the date that such portion of the stock option would have vested by its terms had Dr. Klein remained employed by the Company, (ii) fifty percent of the portion of any restricted stock units held by Dr. Klein that are subject to solely time-based vesting that would have otherwise vested on the next scheduled vesting date following the date termination occurs shall vest upon such termination, (iii) with respect to the Stock Price PSUs granted in 2024, if termination occurs prior to the performance deadline, and if the Stock Price PSU Termination Closing Price (defined as the higher of (1) the closing price of our common stock on the trading date immediately prior to termination and (2) the average closing price of our common stock over 90 consecutive trading days immediately prior to termination) exceeds the Grant Date Closing Price (defined as the closing price of our common stock on the date of grant), then (a) to the extent that the Stock Price PSU Termination Closing Price is less than the Target Price and no milestone has been previously achieved, a pro rata number of the target Stock Price PSUs shall vest, determined by applying linear interpolation between the Grant Date Closing Price and the Target Price and the number of Stock Price PSUs eligible to vest as of the date of such termination of service, and no portion of the above-target Stock Price PSUs shall vest; (b) to the extent that the Stock Price PSU Termination Closing Price exceeds the Above-Target Price, the target and above-target Stock Price PSUs shall, to the extent not previously vested, vest in full as of the date of termination of service; (c) to the extent that the Stock Price PSU Termination Closing Price equals or exceeds the Target Price but is less than the Above-Target Price, the target Stock Price PSUs, to the extent not previously vested, shall vest in full and a pro rata number of the above-target Stock Price PSUs shall vest, determined by applying linear interpolation between the Target Price and the Above-Target Price and the number of above-target Stock Price PSUs eligible to vest as of the date of such termination of service; and (d) to the extent that the Stock Price PSU Termination Closing Price is less than the Target Price and the first Stock Price PSUs milestone has previously been achieved, the target Stock Price

  90. Potential Payments upon Termination or Change in Control (2025)

    PSUs shall vest in full but no portion of the above-target Stock Price PSUs shall vest, (iv) with respect to the Performance PSUs granted in 2024, if termination occurs prior to the performance deadline, then (a) to the extent that a performance milestone has already been achieved, the Performance PSUs shall, to the extent not previously vested, vest in full and (b) to the extent that a performance milestone has not been achieved, Dr. Klein shall be entitled to a number of Performance PSUs based upon the extent to which the closing price of our common stock on the trading date immediately prior to termination, or the Performance PSU Termination Closing Price, exceeds the Grant Date Closing Price as follows: for every 1% by which the Performance PSU Termination Closing Price exceeds the Grant Date Closing Price, 500 Performance PSUs shall vest, provided that the total number of Performance PSUs so calculated shall be reduced by the number of Performance PSUs that have previously vested and if such calculation results in a negative number, no additional Performance PSUs shall vest and no previously vested Performance PSUs shall be forfeited, and (v) with respect to the PSUs granted in 2025, any PSUs that remain outstanding or are assumed by an acquiring entity in connection with a change in control shall convert into a number of time-based vesting RSUs equal to the number of PSUs that would otherwise vest if the Performance Period ended the day prior to the closing date of any such corporate change and the price of our Common Stock on such date equaled the price to be paid to holders of our Common Stock in connection with such change in control. If we terminate Dr. Klein’s employment without cause or if he terminates his employment with us for good reason, in each case within three months prior to or 12 months following a change in control, we are obligated to: pay Dr. Klein two times his base salary and target annual bonus for the year in which termination occurs; a pro rata target bonus for the year in which termination occurs; accelerate in full the vesting of all of his time-based outstanding equity awards with performance-based equity awards subject to the terms of the agreements evidencing such awards; and, to the extent allowed by applicable law and the applicable plan documents, continue to provide him and certain of his dependents with group health insurance for a period of up to 18 months or, at the Company’s option, a lump sum payment equal to the amount of Company contributions to Dr. Klein’s then-current group health care premiums for the same 18 month period. Overview of Payments—Other Named Executive Officers For our named executive officers, other than Dr. Klein, if we terminate the named executive officer’s employment without cause or if such executive terminates his employment with us for good reason, we are obligated to: pay such named executive officer’s base salary for a period of 12 months, and with respect to Mr. Gravier, for a period of 15 months, and, to the extent allowed by applicable law and the applicable plan documents, continue to provide such executive and certain of his dependents with group health insurance for a period of up to 12 months, and with respect to Mr. Gravier, for a period of 15 months. Other than as described below with respect to Dr. Klein, if we terminate any named executive officer’s employment without cause or if such named executive officer terminates his employment with us for good reason, in each case within three months prior to or 12 months following a change in control, we are obligated to: pay the named executive officer a lump sum amount equal to his base salary for 12 months, and with respect to Mr. Gravier, for a period of 15 months; to the extent allowed by applicable law and the applicable plan documents, continue to provide such named executive officer and certain of his dependents with group health insurance for a period of up to 12 months, and with respect to Mr. Gravier, for a period of 15 months, or, at the Company’s option, a lump sum payment equal to the amount of Company contributions to Mr. Gravier’s then-current group health care premiums for the same 15-month period; accelerate in full the vesting of all outstanding equity awards held by such named executive officer; and pay each such named executive officer his annual cash incentive award at target for the year in which he is terminated. Taxation To the extent that any severance or other compensation payment to any of our named executive officers pursuant to an employment agreement or any other agreement constitutes an "excess parachute payment" within the meaning of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, or the Code, then such named executive officer will receive the full amount of such severance and other payments, or a reduced amount intended to avoid the application of Sections 280G and 4999 of the Code, whichever provides the executive with the highest amount on an after-tax basis. Potential Payments upon Termination or Change in Control Table (2025) The following table summarizes the potential payments to each named executive officer under various termination events, assuming a hypothetical termination on December 31, 2025.

  91. Potential Payments upon Termination or Change in Control (2025)

    | | Termination by PTC | Termination in | | | without "Cause" or | connection with a | | | by Executive with | "Change in | | Name | "Good Reason" | Control" | | Matthew Klein | | | | Cash Severance | $1,940,000 | $3,492,000 | | Continued Health Coverage(1) | $29,814 | $29,814 | | Stock Option Acceleration(2) | $— | $11,645,821 | | Restricted Stock Unit Acceleration(3) | $1,126,943 | $28,176,450 | | Total | $3,096,757 | $43,344,085 | | Pierre Gravier | | | | Cash Severance | $732,250 | $1,025,250 | | Continued Health Coverage(1) | $75,994 | $75,994 | | Stock Option Acceleration(2) | $— | $4,025,788 | | Restricted Stock Unit Acceleration(3) | $— | $3,896,748 | | Total | $808,244 | $9,023,780 | | Eric Pauwels | | | | Cash Severance | $621,000 | $931,500 | | Continued Health Coverage(1) | $46,924 | $46,924 | | Stock Option Acceleration(2) | $— | $3,836,308 | | Restricted Stock Unit Acceleration(3) | $— | $4,014,486 | | Total | $667,924 | $8,829,218 | | Lee Golden | | | | Cash Severance | $579,000 | $868,500 | | Continued Health Coverage(1) | $46,851 | $46,851 | | Stock Option Acceleration(2) | $— | $3,252,871 | | Restricted Stock Unit Acceleration(3) | $— | $3,749,310 | | Total | $625,851 | $7,917,531 | | Neil Almstead | | | | Cash Severance | $585,800 | $878,800 | | Continued Health Coverage(1) | $18,605 | $18,605 | | Stock Option Acceleration(2) | $— | $3,282,353 | | Restricted Stock Unit Acceleration(3) | $— | $3,672,666 | | Total | $604,405 | $7,852,424 |

  92. Potential Payments upon Termination or Change in Control (2025)

    | (1) Represents the COBRA premium for continued health care coverage for each named executive officer and their dependents that would be paid by the Company based on rates in effect January 1, 2026. |

  93. Potential Payments upon Termination or Change in Control (2025)

    | (2) Represents the aggregate value of the accelerated vesting of stock option awards, calculated by multiplying the difference between the closing price of PTC common stock on December 31, 2025 ($75.96) and the stock option exercise price by the number of stock options subject to accelerated vesting. All unvested stock option awards are “double-trigger” awards that require both a change in control and a qualifying termination of employment before vesting is accelerated. |

  94. Potential Payments upon Termination or Change in Control (2025)

    | (3) Represents the aggregate value of the accelerated vesting of restricted stock unit awards, calculated by multiplying the closing price of PTC common stock on December 31, 2025 ($75.96) by the number of shares subject to accelerated vesting. |

  95. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by the Dodd-Frank Act and SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Dr. Klein, our Chief Executive Officer in 2025: For our fiscal year ended December 31, 2025:

  96. Pay Ratio Disclosure

    | ● | The median of the 2025 annual total compensation of all employees (other than our Chief Executive Officer) was $245,742.76; and |

  97. Pay Ratio Disclosure

    | ● | The 2025 annual total compensation of our Chief Executive Officer, as reported in the 2025 Summary Compensation Table included elsewhere in this proxy statement, was $23,266,326. |

  98. Pay Ratio Disclosure

    Based on this information the pay ratio of the annual total compensation of Dr. Klein to the median of the annual total compensation of our employees was approximately 94.7:1. We believe the above pay ratio is appropriately viewed as a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We previously identified our median employee as of December 31, 2023. Following review of our employee population and employee compensation arrangements, there has been no material change in our employee population or employee compensation arrangements during the 2025 fiscal year that we believe would significantly impact the calculation of our pay ratio and require us to identify a new median employee for 2025. Accordingly, as permitted by the applicable SEC rules, we used the same median employee identified in the 2023 fiscal year for purposes of our 2025 pay ratio disclosure. To identify the employee who received the median annual compensation of all of our employees, we reviewed the base salary, on an annualized basis, in U.S. dollars, for all of our employees as of December 31, 2023, for the period from January 1, 2023 through December 31, 2023. As of December 31, 2023, we had 995 employees worldwide. No cost-of-living adjustment or other adjustments were made and exclusions for non-U.S. employees were not utilized in determining our median employee with the exception of converting base salaries into U.S. dollars with respect to our international employees. Once we identified our “median employee,” using the methodology described above, we determined that employee's annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K for purposes of calculating the required pay ratio.

  99. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The following tables and related disclosures provides information required under Item 402(v) of Regulation S-K disclosing (i) a measure of total compensation and a measure reflecting “compensation actually paid,” or CAP, for our principal executive officer, or our PEO, and, as an average, for our other named executive officers, or our Non-PEO NEOs, and (ii) select financial performance measures, in each case, for our four most recently completed fiscal years and the relationship of CAP to those financial performance measures. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For a discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review Compensation Discussion and Analysis beginning on page 37. The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the PEO or other NEOs; these amounts reflect the Summary Compensation Table totals with certain adjustments as described in the following table and footnotes.

  100. Pay Versus Performance Disclosure

    | | | | | | | | Value of Initial Fixed | | | | | | | | | | Average | | $100 Investment Based On: | | | | | | Summary | | Summary | | Summary | Average | | NASDAQ | | | | | Compensation | | Compensation | Compensation | Compensation | Compensation | Company | Biotechnology | | Company | | | Table Total | Compensation | Table Total | Actually Paid | Table Total for | Actually Paid | Total | Index Total | | Selected | | | for First | Actually Paid | for Second | for Second | Non-PEO | to Non-PEO | Shareholder | Shareholder | Net Income / | Measure: | | | PEO | for First PEO | PEO | PEO | NEOs | NEOs | Return | Return | Loss | Revenue | | Year | ($)(1) | ($)(2) | ($)(1) | ($)(2) | ($)(3) | ($)(4)(5) | ($)(6) | ($)(7) | ($ Millions) (8) | ($ Millions) | | 2025 | 23,266,326 | 41,160,155 | — | — | 3,385,497 | 7,068,934 | 124.5 | 119.9 | 683.0 | 1,730.7 | | 2024 | 7,410,765 | 14,728,383 | — | — | 2,298,243 | 4,494,498 | 74.0 | 90.6 | (363.3) | 806.8 | | 2023 | 5,659,384 | (3,542,201) | 8,937,025 | 4,769,312 | 2,398,388 | 781,089 | 45.2 | 91.8 | (626.6) | 937.8 | | 2022 | 7,163,740 | 5,403,785 | — | — | 3,371,920 | 2,655,391 | 62.5 | 88.5 | (559.0) | 698.8 | | 2021 | 11,022,323 | (4,946,916) | — | — | 4,334,690 | (1,002,836) | 65.3 | 99.4 | (523.9) | 538.6 |

  101. Pay Versus Performance Disclosure

    | (1) The dollar amounts reported in this column are the amounts of total compensation reported for our PEO for each corresponding year in the “Total” column of the Summary Compensation Table. Our PEO for fiscal years 2025 and 2024 was Matthew Klein. For fiscal year 2023, Stuart Peltz was our First PEO and Matthew Klein was our Second PEO. Our PEO for fiscal years 2022 and 2021 was Stuart Peltz. |

  102. Pay Versus Performance Disclosure

    | (2) The dollar amounts reported in this column represent the amount of CAP, for our PEO for the corresponding fiscal year, as calculated in accordance with Item 402(v) of Regulation S-K and as further described below. |

  103. Pay Versus Performance Disclosure

    | (3) The dollar amounts reported in this column represent the average of the amounts reported for our non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table for the corresponding year. The non-PEO NEOs included for purposes of such calculations are as follows: for fiscal years 2025 and 2024, Pierre Gravier, Lee Golden, Eric Pauwels and Neil Almstead; for fiscal year 2023, Pierre Gravier, Mark Boulding, Lee Golden, Eric Pauwels and Emily Hill; for fiscal year 2022, Emily Hill, Neil Almstead, Eric Pauwels and Matthew Klein; and for fiscal year 2021, Emily Hill, Neil Almstead, Mark Boulding, and Eric Pauwels. |

  104. Pay Versus Performance Disclosure

    | (4) The dollar amounts reported in this column represent the average amount of CAP to the non-PEO NEOs specified in footnote (3) as a group, as further described below. |

  105. Pay Versus Performance Disclosure

    | (5) The following tables describe the adjustments, each of which is prescribed by SEC rules, to calculate CAP from the amounts reported in the Summary Compensation Table. The amounts reported in the Summary Compensation Table and CAP do not reflect the actual amount of compensation earned by or paid to our executives during the applicable fiscal years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. |

  106. Pay Versus Performance Disclosure

    | PEO: | | | | | | | | Deductions | Additions | | | Year | SCT Total ($) | from SCT Total ($) | to SCT Total ($) | CAP ($) | | 2025 | 23,266,326 | (20,993,560) | 38,887,389 | 41,160,155 |

  107. Pay Versus Performance Disclosure

    | | | | | | | Value of Dividends | | | | | | | | Fair Value at the | or other Earnings | | | | | Year over Year | Fair Value as of | Year over Year | End of the Prior | Paid on Stock or | | | | | Change in Fair | Vesting Date of | Change in Fair | Year of Equity | Option Awards | | | | | Value of | Equity Awards | Value of Equity | Awards that | not Otherwise | | | | Year End Fair | Outstanding | Granted and | Awards Granted | Failed to Meet | Reflected in Fair | Total Equity | | | Value of Equity | and Unvested | Vested in | in Prior Years that | Vesting Conditions | Value or Total | Award | | | Awards | Equity Awards | the Year | Vested in the Year | in the Year | Compensation | Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 25,258,925 | 10,835,999 | — | 2,792,464 | — | — | 38,887,388 |

  108. Pay Versus Performance Disclosure

    | Non-PEO NEO's: | | | | | | | | Deductions | Additions | | | Year | SCT Total ($) | from SCT Total ($) | to SCT Total ($) | CAP ($) | | 2025 | 3,385,497 | (2,283,594) | 5,967,031 | 7,068,934 |

  109. Pay Versus Performance Disclosure

    | | | | | | | Value of Dividends | | | | | | | | Fair Value at the | or other Earnings | | | | | Year over Year | Fair Value as of | Year over Year | End of the Prior | Paid on Stock or | | | | | Change in Fair | Vesting Date of | Change in Fair | Year of Equity | Option Awards | | | | | Value of | Equity Awards | Value of Equity | Awards that | not Otherwise | | | | Year End Fair | Outstanding | Granted and | Awards Granted | Failed to Meet | Reflected in Fair | Total Equity | | | Value of Equity | and Unvested | Vested in | in Prior Years that | Vesting Conditions | Value or Total | Award | | | Awards | Equity Awards | the Year | Vested in the Year | in the Year | Compensation | Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 3,832,031 | 1,924,279 | — | 210,721 | — | — | 5,967,031 |

  110. Pay Versus Performance Disclosure

    The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with and did not materially differ from those disclosed at the time of grant.

  111. Pay Versus Performance Disclosure

    | (6) Amounts represent the cumulative total stockholder return of our common stock for the period beginning on the market close on December 31, 2021, the last trading day before the earliest fiscal year in the table, through and including December 31, 2025, the end of the last fiscal year in the table for which cumulative total stockholder return is being calculated. Amount assumes that $100 was invested for the period starting December 31, 2021. The amount included in the table is the value of such fixed investment based on the cumulative total stockholder return as of the end of each year, including reinvestment of dividends (if any). |

  112. Pay Versus Performance Disclosure

    | (7) The peer group used for this purpose is the NBI, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. Amount assumes $100 was invested for the period starting December 31, 2021, through the end of the listed year in the Company and in the NBI, respectively. |

  113. Pay Versus Performance Disclosure

    | (8) The dollar amounts in this column are the Company’s net income (loss) as reflected in the Company’s audited consolidated financial statements for the applicable year. |

  114. Pay Versus Performance Disclosure

    Description of Relationship Between PEO and Non-PEO NEO CAP and Company Total Stockholder Return, or TSR The following chart sets forth graphically the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, the Company’s cumulative TSR and the NBI TSR over the five most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO CAP and Net Income The following chart sets forth graphically the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and our net income loss during the five most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO CAP and Revenue The following chart sets forth graphically the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and our revenue during the five most recently completed fiscal years.

  115. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION The following table sets forth information regarding compensation awarded to, earned by or paid to our directors, other than Dr. Klein, during 2025:

  116. 2025 DIRECTOR COMPENSATION

    | | Fees earned or | Option | Stock | All other | | | | paid in cash | awards | awards | compensation | Total | | Name | ($) | ($)(1) | ($)(1) | ($) | ($) | | Michael Schmertzler | $81,500 | $442,490 | $372,320 | $— | $896,310 | | Jessica Chutter(2) | — | — | — | — | — | | Allan Jacobson, Ph.D. | 50,000 | 221,245 | 186,160 | 90,000(3) | 547,405 | | Stephanie S. Okey, M.S. | 64,500 | 221,245 | 186,160 | — | 471,905 | | Emma Reeve | 100,000 | 221,245 | 186,160 | — | 507,405 | | Mary Smith | 72,000 | 221,245 | 186,160 | — | 479,405 | | David P. Southwell | 87,000 | 221,245 | 186,160 | — | 494,405 | | Glenn D. Steele, Jr., M.D., Ph.D. | 70,000 | 221,245 | 186,160 | — | 477,405 | | Alethia Young | 68,500 | 221,245 | 186,160 | — | 475,905 | | Jerome Zeldis, M.D., Ph.D. | 56,500 | 221,245 | 186,160 | — | 463,905 |

  117. 2025 DIRECTOR COMPENSATION

    | (1) These amounts do not represent the actual value realized by the directors during the respective year. The amounts reported in the "Option awards" and “Stock awards” column reflect the full grant date fair value of stock options and restricted stock units awarded during 2025 computed in accordance with the provisions of FASB ASC Topic 718. |

  118. 2025 DIRECTOR COMPENSATION

    The stock option values were calculated using the Black-Scholes option pricing model. See Notes 2 and 10 to our audited financial statements for the fiscal year ended December 31, 2025, included in our 2025 Form 10-K for the fiscal year ended December 31, 2025, for information regarding assumptions underlying the valuation of equity awards. At December 31, 2025, the aggregate number of shares of our common stock subject to each then-serving non-employee director’s outstanding option awards were as follows: Mr. Schmertzler—201,600; Dr. Jacobson—74,800; Ms. Okey—89,967; Ms. Reeve—10,734; Ms. Smith—56,634; Mr. Southwell—74,800; Dr. Steele—112,800; Ms. Young—36,134 and Dr. Zeldis—100,800. At December 31, 2025, the aggregate number of each then-serving non-employee director’s unvested restricted stock units were as follows: Mr. Schmertzler—4,666; Dr. Jacobson—2,333; Ms. Okey—2,333; Ms. Reeve—2,333; Ms. Smith—2,333; Mr. Southwell—2,333; Dr. Steele—2,333; Ms. Young—2,333 and Dr. Zeldis—2,333.

  119. 2025 DIRECTOR COMPENSATION

    | (2) Ms. Chutter joined the Board in March 2026. |

  120. 2025 DIRECTOR COMPENSATION

    | (3) Represents fees received by Dr. Jacobson in connection with his service as chair of our scientific advisory board during the fiscal year ended December 31, 2025. |

  121. Narrative to 2025 Director Compensation Table

    Narrative to 2025 Director Compensation Table During 2025, our non-employee directors were compensated for their service as directors, including as members of the various committees of our Board, as follows:

  122. Narrative to 2025 Director Compensation Table

    | ● | an annual retainer for board service of $50,000; |

  123. Narrative to 2025 Director Compensation Table

    | ● | an annual option grant to purchase 8,800 shares of our common stock, which vests over one year in twelve equal monthly installments, commencing on February 3, 2025; |

  124. Narrative to 2025 Director Compensation Table

    | ● | a grant of 4,000 restricted stock units that vest over one year, with five-twelfths (5/12) of the shares underlying the restricted stock units vesting on June 17, 2025 and the remaining seven-twelfths (7/12) of the shares vesting on January 3, 2026; |

  125. Narrative to 2025 Director Compensation Table

    | ● | for our Chair of the Board, an additional annual option grant to purchase 8,800 shares of our common stock, which vests over one year in twelve equal monthly installments, commencing on February 3, 2025 and an additional grant of 4,000 restricted stock units that vest over one year, with five-twelfths (5/12) of the shares underlying the restricted stock units vesting on June 17, 2025 and the remaining seven-twelfths (7/12) of the shares vesting on January 3, 2026; |

  126. Narrative to 2025 Director Compensation Table

    | ● | for members of our Audit Committee, an additional annual retainer of $12,000 ($25,000 for the Chair); |

  127. Narrative to 2025 Director Compensation Table

    | ● | for members of our Compensation Committee, an additional annual retainer of $10,000 ($20,000 for the Chair); |

  128. Narrative to 2025 Director Compensation Table

    | ● | for members of our Nominating and Corporate Governance Committee, an additional annual retainer of $6,500 ($14,500 for the Chair); and |

  129. Narrative to 2025 Director Compensation Table

    | ● | for members of any ad hoc committee established by the Board, an additional retainer of $7,500 ($11,250 for the Chair); in 2025, the Board established two transaction ad hoc committees, of which fees were paid out for one such committee in 2025 and the other in early 2026. |

  130. Narrative to 2025 Director Compensation Table

    The retainers paid to our non-employee directors described above are paid in arrears and, if applicable, are prorated for the time in which each of our non-employee directors served as a member of our Board or as a member of a committee of our Board in 2025. Our Compensation Committee periodically reviews the compensation we pay our non-employee directors, with input from our independent compensation consultant. Our Compensation Committee compares our board compensation to compensation paid to non-employee directors of our peer group companies to ensure that our board compensation is reasonable and competitive. Our Compensation Committee also considers the responsibilities we ask of our Board members and those that hold Board leadership roles, along with the amount of time required to perform those responsibilities. During 2024, our Compensation Committee, with the assistance of FW Cook, performed a review of director compensation. Following this review, in November 2024, the Compensation Committee recommended, and our Board determined, to keep director fees the same for 2025 as in 2024, subject to the limits imposed by our Non-Employee Director Compensation Policy as described below. As set forth in the Amended 2013 LTIP, which was approved by our stockholders at our 2022 annual meeting of stockholders, the sum of all cash retainers and the reported value of equity compensation provided to the pool of all incumbent non-employee directors for their Board service in 2025 did not exceed an amount equal to one tenth of one percent of our weighted average market capitalization for the prior three years (measured on an annual basis) times the number of incumbent non-employee directors, excluding newly-appointed or elected non-employee directors. As set forth in our Non-Employee Director Compensation Policy, which was adopted by our Board in 2024, the aggregate amount of compensation (including cash and equity) paid by the Company to any incumbent non-employee director did not exceed the 75th percentile of the mean total reported value of compensation for non-employee directors of the peer group used to annually review non-employee director compensation. Additionally, the annual cash retainer for each non-employee director did not exceed the 75th percentile of the cash retainers paid by members of the peer group to non-employee directors. The stock options granted to our non-employee directors have an exercise price equal to the closing price of PTC’s common stock on the date of grant and expire ten years after the date of grant. Vesting of the option and restricted stock unit grants are subject to the director’s continued service to us. Each member of our Board is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of the Board and any committee on which he or she serves.