PTC Therapeutics Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

PTC Therapeutics (NASDAQ: PTCT) announced inducement equity grants approved Dec. 16, 2025 for five new employees under Nasdaq Listing Rule 5635(c)(4).

The company granted non-statutory stock options to purchase an aggregate of 3,825 shares and 4,385 restricted stock units (RSUs). Options have an exercise price of $75.42 (closing price on Dec. 16, 2025), a 10-year term, and vest over four years (25% after one year, then 6.25% quarterly). RSUs vest over four years with 25% vesting on each annual anniversary, subject to continued service.

Key Figures

Stock options granted 3,825 shares Non-statutory options under Nasdaq inducement grant exception

RSUs granted 4,385 units Restricted stock units to five new employees

New employees 5 employees Recipients of inducement equity awards

Option exercise price $75.42 per share Closing price on Dec. 16, 2025, grant date

Option term 10 years Duration of non-statutory stock options

Option vesting period 4 years 25% after one year, then quarterly vesting

Initial vesting tranche 25% First anniversary cliff for options and RSUs

Subsequent vesting rate 6.25% per quarter Ongoing option vesting after first anniversary

Market Reality Check

$75.96 Last Close

Volume Volume 2,619,493 vs 20-day average 2,267,666 (relative volume 1.16x) ahead of this HR announcement. normal

Technical Shares at $78.57 are trading above the 200-day MA of $56.45, indicating a pre-news uptrend.

Peers on Argus 1 Up

Core biotech peers like CRSP, TGTX, and KRYS showed modest gains (up between 0.08% and 3.4%), while PTCT was down 0.47% pre-news, suggesting stock-specific trading rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 01	Inducement grants	Neutral	-7.9%	Equity inducement grants to 15 new employees under Nasdaq Rule 5635(c)(4).
Nov 20	R&D day announcement	Positive	+1.1%	Upcoming R&D Day to present platform updates and new targets to investors.
Nov 04	Q3 2025 earnings	Positive	-0.3%	Return to profitability with $211M revenue and narrowed 2025 guidance.
Oct 31	Investor conferences	Neutral	+0.3%	Participation in multiple healthcare investor conferences with webcast access.
Oct 27	Inducement grants	Neutral	+0.6%	Small option and RSU inducement awards for two new employees.

Pattern Detected

Recent news flow has been dominated by routine items (inducement grants, conferences) with modest price responses, while a positive Q3 earnings update saw a slight negative reaction, indicating occasional divergence on fundamentally positive news.

Recent Company History

Over the past few months, PTC issued several routine HR and corporate updates alongside a key Q3 2025 earnings report. Inducement grant announcements on Oct 23, 2025 and Nov 24, 2025 involved relatively small option and RSU awards with mixed short-term price impact, including a -7.9% move after the November grants. The Q3 2025 update on Nov 4, 2025 highlighted $211.0M in revenue and a return to profitability, yet the stock slipped 0.31%. Today’s inducement grants fit the pattern of ongoing hiring-related equity awards.

Market Pulse Summary

This announcement details modest inducement equity grants—3,825 stock options and 4,385 RSUs—issued to five new employees under Nasdaq Listing Rule 5635(c)(4), with standard four-year vesting and a $75.42 exercise price. It follows similar grants disclosed in late October and November 2025, suggesting a continuing hiring cadence. In parallel, recent filings highlighted a return to profitability in Q3 2025 and multiple insider option exercises and sales, which are additional context points investors may track over time.

Key Terms

non-statutory stock options financial

"approved non-statutory stock options to purchase an aggregate of 3,825 shares"

Non-statutory stock options are a type of reward that companies give to employees, allowing them to buy company shares at a set price within a certain period. Unlike formal or government-approved plans, these options are more flexible but may have different tax implications. For investors, they can influence a company's stock price and financial health, making them an important factor to consider.

restricted stock units financial

"and 4,385 restricted stock units ("RSUs"), each representing the right"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

nasdaq inducement grant exception regulatory

"The awards were made pursuant to the Nasdaq inducement grant exception"

A Nasdaq inducement grant exception is a narrow rule that lets a listed company give stock or options to a newly hired employee without first getting shareholder approval, provided the award meets strict size, timing and disclosure conditions. For investors it matters because such grants can dilute existing shares, signal how the company attracts talent, and affect executive incentives—similar to a signing bonus paid partly in stock instead of cash.

nasdaq listing rule 5635(c)(4) regulatory

"in accordance with Nasdaq Listing Rule 5635(c)(4).All stock option awards"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. Not financial advice.

WARREN, N.J., Dec. 19, 2025 /PRNewswire/ -- PTC Therapeutics, Inc. (NASDAQ: PTCT) today announced that on Dec. 16, 2025, the company approved non-statutory stock options to purchase an aggregate of 3,825 shares of its common stock and 4,385 restricted stock units ("RSUs"), each representing the right to receive one share of its common stock upon vesting, to five new employees. The awards were made pursuant to the Nasdaq inducement grant exception as a component of the new hires' employment compensation.

The inducement grants were approved by PTC's Compensation Committee on Dec. 16, 2025, and are being made as an inducement material to each employee's acceptance of employment with the company in accordance with Nasdaq Listing Rule 5635(c)(4).

All stock option awards have an exercise price of $75.42 per share, the closing price of PTC's common stock on Dec. 16, 2025, the date of the grant. The stock options each have a 10-year term and vest over four years, with 25% of the original number of shares vesting on the first anniversary of the applicable employee's new hire date and 6.25% of the original number of shares vesting at the end of each subsequent three-month period thereafter until fully vested, subject to the employee's continued service with the company through the applicable vesting dates. The RSUs each will vest over four years, with 25% of the original number of shares vesting on each annual anniversary of the applicable employee's new hire date until fully vested, subject to the employee's continued service with the company through the applicable vesting dates.

About PTC Therapeutics, Inc.
PTC is a global biopharmaceutical company dedicated to the discovery, development, and commercialization of clinically differentiated medicines for children and adults living with rare disorders. PTC is advancing a robust and diversified pipeline of transformative medicines as part of its mission to provide access to best-in-class treatments for patients with unmet medical needs. The company's strategy is to leverage its scientific expertise and global commercial infrastructure to optimize value for patients and other stakeholders. To learn more about PTC, please visit www.ptcbio.com and follow us on LinkedIn, X, Facebook, and Instagram.

For more information, please contact:

Investors:
Ellen Cavaleri
+1 (615) 618-8228
ecavaleri@ptcbio.com

Media:
Jeanine Clemente
+1 (908) 912-9406
jclemente@ptcbio.com

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SOURCE PTC Therapeutics, Inc.

FAQ

What equity awards did PTC Therapeutics (PTCT) approve on Dec. 16, 2025?

PTC approved non-statutory stock options for 3,825 shares and 4,385 RSUs as inducement grants for five new employees.

What is the exercise price and term for the PTCT options granted Dec. 16, 2025?

The options have an exercise price of $75.42 and a 10-year term.

How do the PTCT options vest for the Dec. 16, 2025 inducement grants?

Options vest over four years: 25% after one year, then 6.25% every three months until fully vested, subject to continued service.

What is the RSU vesting schedule for the PTCT inducement grants?

Each RSU award vests over four years with 25% vesting on each annual anniversary of the employee's hire date, subject to continued service.

Under which Nasdaq rule were the PTCT inducement grants made?

The grants were made under the Nasdaq inducement grant exception, Listing Rule 5635(c)(4), approved by the company's Compensation Committee.