[Form 3] Bicycle Therapeutics plc American Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Robert Charles Swanton filed an initial Form 3 reporting beneficial ownership in Bicycle Therapeutics plc (BCYC). He directly holds 3,089 ordinary shares, of which 2,625 are restricted share units (RSUs) that vest in 12 equal quarterly installments beginning October 2, 2025. He also holds two granted stock options exercisable for 2,000 ordinary shares each: one option is fully vested and exercisable with an $18.85 exercise price and an expiration date of October 8, 2030; the other vests over time (one-fourth vested September 16, 2023, remainder vesting monthly) with a $24.58 exercise price and expires September 16, 2032. The Form 3 was signed by an attorney-in-fact on behalf of the reporting person on August 14, 2025.

Positive

• Full disclosure of direct holdings and derivative awards with specific vesting, exercise prices, and expiration dates provided
• RSU vesting schedule is specified with a clear first vesting date of October 2, 2025

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine initial officer/director ownership disclosure showing modest equity and option holdings; not materially dilutive.

The Form 3 documents an initial beneficial ownership position for a director-level reporting person at Bicycle Therapeutics plc. The filing lists 3,089 ordinary shares including 2,625 RSUs that vest quarterly starting October 2, 2025, plus two options for 2,000 shares each with strikes at $18.85 and $24.58 and expirations in 2030 and 2032. From a capital structure perspective, these balances are small and routine for executive/director compensation disclosures. There is no indication of immediate large share issuance or sale activity in this filing.

Corporate Governance Expert

TL;DR: Standard Section 16 disclosure documenting director compensation instruments and vesting schedules; compliance appears met.

The Form 3 identifies the reporting person as a director and discloses direct ownership and derivative awards with clear vesting terms: RSUs vesting quarterly and an option with staged vesting that began in September 2023. The disclosure includes exercisable status for one option and provides exercise prices and expiration dates, which supports transparency around insider holdings. No departures from typical governance disclosure practices are evident in the text provided.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Swanton Robert Charles

(Last) (First) (Middle)

C/O BICYCLE THERAPEUTICS PLC

BLOCKS A & B, PORTWAY BUILDING

(Street)

CAMBRIDGE X0 CB21 6GS

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2025

3. Issuer Name and Ticker or Trading Symbol
BICYCLE THERAPEUTICS PLC [ BCYC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	3,089(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	10/08/2030	Ordinary Shares	2,000	$18.85	D
Stock Option (right to buy)	(3)	09/16/2032	Ordinary Shares	2,000	$24.58	D

Explanation of Responses:

1. 2,625 of the ordinary shares represent a restricted share unit ("RSU") award. The RSUs shall vest in 12 equal quarterly installments, with the first such installment vesting on October 2, 2025.

2. Fully vested and exerciseable.

3. This option vested with respect to one-fourth (1/4) of the total number of shares underlying the option on September 16, 2023 and the remaining shares vested or shall vest in 36 equal monthly installments thereafter.

	/s/ Travis Thompson, Attorney-in-Fact	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Robert Charles Swanton report on his Form 3 for BCYC?

He reported direct ownership of 3,089 ordinary shares, including 2,625 RSUs, and two stock options exercisable for 2,000 shares each.

When do the RSUs reported by Swanton begin vesting?

The RSUs vest in 12 equal quarterly installments with the first installment vesting on October 2, 2025.

What are the exercise prices and expirations of the options disclosed?

One option has an exercise price of $18.85 and expires on October 8, 2030; the other has an exercise price of $24.58 and expires on September 16, 2032.

Is any option fully vested and exercisable?

Yes, one of the stock options is described as fully vested and exercisable.

Who signed the Form 3 and when was it signed?

The Form 3 was signed by Travis Thompson, Attorney-in-Fact on August 14, 2025.