[Form 4] Bicycle Therapeutics plc American Insider Trading Activity

Rhea-AI Filing Summary

Bicycle Therapeutics plc (BCYC) – Form 4 insider transaction

Chief Operating Officer Alistair Milnes disclosed two small open-market sales of ordinary shares linked to the automatic “sell-to-cover” feature of recently vested restricted stock units (RSUs):

• 2 July 2025: 1,149 shares sold at a weighted-average price of $7.09.
• 3 July 2025: 966 shares sold at a weighted-average price of $7.44.

The combined disposition totals 2,115 shares, representing roughly 2% of the executive’s pre-sale position. After the transactions Milnes still beneficially owns 95,502 ordinary shares. Footnote disclosures confirm the sales were not discretionary; they were required to satisfy minimum statutory withholding taxes owed on RSU vesting.

No derivative securities were involved, and there is no indication of additional insider activity. Given the modest size and tax-related nature of the sale, the filing is unlikely to signal a change in the executive’s outlook or the company’s fundamentals.

Positive

• Sales were mandated solely for statutory tax withholding, reducing concerns about discretionary insider selling motives.
• The executive retains 95,502 shares, indicating continued alignment with shareholder interests.

Negative

• Any insider sale can be perceived as a potentially negative signal, despite the tax-driven explanation.
• The sale prices of $7.09–$7.44 are near 52-week lows, highlighting recent share-price weakness.

Insights

Senior Securities Analyst

TL;DR: Minor, tax-driven insider sale; neutral signal for investors.

The total 2,115-share sale equates to just over 2% of Milnes’s holdings, executed at ~$7.25 blended price. Because the Form 4 explicitly states the shares were liquidated solely to cover withholding taxes on RSU vesting, the activity is routine. Milnes’s remaining 95k-share stake maintains significant alignment with shareholders. No derivatives exercised, no options lapsing, and no concurrent insider transactions were reported. I rate the market impact neutral (0); it neither confirms bullish nor bearish sentiment and does not alter valuation assumptions.

Corporate Governance Expert

TL;DR: Governance-compliant, pre-arranged sale; insignificant ownership change.

The filing meets Section 16 and Rule 10b5-1 best-practice disclosure standards. The “sell-to-cover” mechanism minimizes insider trading risk by automating tax-settlement sales at vesting, thus enhancing governance transparency. With beneficial ownership still above 95,000 shares, there is no red flag regarding insider confidence or potential governance issues. Impact on shareholder perception is immaterial, so I assign a rating of 0.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Milnes Alistair

(Last) (First) (Middle)

C/O BICYCLE THERAPEUTICS PLC

BLOCKS A & B, PORTWAY BUILDING

(Street)

CAMBRIDGE X0 CB21 6GS

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	07/02/2025		S		1,149(1)	D	$7.09(2)	96,468	D
Ordinary Shares	07/03/2025		S		966(1)	D	$7.44(3)	95,502	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting and settlement of restricted stock units. This sale is mandated by the Reporting Person's award agreement that requires the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.09 to $7.14 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3).

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.405 to $7.44 inclusive.

	/s/ Jason Minio, Attorney-in-Fact	07/07/2025
	** 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 4 (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

How many BCYC shares did COO Alistair Milnes sell?

He sold 2,115 ordinary shares across two transactions on 2 and 3 July 2025.

Why were the BCYC shares sold according to the Form 4 filing?

The shares were sold to cover statutory tax withholding obligations arising from RSU vesting; the sale was not discretionary.

What is Alistair Milnes’s remaining stake in Bicycle Therapeutics after the sale?

Milnes beneficially owns 95,502 ordinary shares following the reported transactions.

Were any derivative securities exercised or disposed of?

No derivative securities were reported in Table II; only non-derivative ordinary shares were involved.

Does this Form 4 filing imply a change in insider sentiment at BCYC?

Given the small, tax-driven nature of the sale, the filing is viewed as neutral and does not signal a shift in sentiment.