[Form 4] Bicycle Therapeutics plc American Insider Trading Activity

Rhea-AI Filing Summary

Bicycle Therapeutics plc director Robert Charles Swanton received equity awards on 08/12/2025. The filing reports an award of 12,500 restricted share units (RSUs) that vest in three equal annual installments on August 12, 2026, 2027 and 2028, and a stock option to purchase 25,000 ordinary shares at an exercise price of $7.46 that vests on the same three-date schedule and expires on August 12, 2035. Each RSU is a contingent right to one ordinary share.

The transactions were reported on Form 4 with beneficial ownership shown as 15,589 ordinary shares following the non-derivative award. The form was signed by an attorney-in-fact on 08/14/2025. The filing is a routine insider grant disclosure and provides no forward-looking statements or operational data.

Positive

• Director received time‑based equity (12,500 RSUs and a 25,000‑share option), aligning his interests with long‑term shareholder value through multi‑year vesting.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director equity grant aligns management incentives without indicating operational change.

The Form 4 discloses time‑based compensation: 12,500 RSUs and a 25,000‑share option at $7.46, both vesting in three equal annual tranches starting 08/12/2026. For investors, such awards are customary for non‑employee directors or executives and primarily affect potential future dilution rather than immediate cash flows. The reported beneficial ownership of 15,589 shares after the RSU grant helps quantify current insider stake. No sales, option exercises, or special acceleration events are disclosed.

Corporate Governance Expert

TL;DR: Governance practice appears standard—time‑based vesting aligns long‑term interests; no unusual terms disclosed.

The award structure (three‑year vesting for both RSUs and options) suggests retention-focused compensation. The option's $7.46 strike and 10‑year term to 2035 are conventional. The filing does not disclose any performance conditions, transfers, or related party arrangements beyond the reporting person’s director status. This disclosure meets Section 16 reporting requirements and contains no indicators of governance concerns based on the information provided.

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
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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^*

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		A		12,500(1)	A	$0(2)	15,589	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
Stock Option (right to buy)	$7.46	08/12/2025		A		25,000		(3)	08/12/2035	Ordinary Shares	25,000	$0	25,000	D

Explanation of Responses:

1. Represents a restricted share unit ("RSU") award. The RSUs will vest in three equal installments on each of August 12, 2026, August 12, 2027 and August 12, 2028.

2. Each RSU represents a contingent right to receive one ordinary share.

3. This option will vest in three equal installments on each of August 12, 2026, August 12, 2027 and August 12, 2028.

	/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 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

What equity awards did BCYC director Robert Swanton receive on 08/12/2025?

He received 12,500 restricted share units (RSUs) and a stock option to buy 25,000 ordinary shares at an exercise price of $7.46.

When do the RSUs and options granted to the BCYC director vest?

Both the RSUs and the option vest in three equal installments on 08/12/2026, 08/12/2027, and 08/12/2028.

How many ordinary shares does the BCYC director beneficially own after the reported transaction?

The filing reports 15,589 ordinary shares beneficially owned following the non‑derivative award.

What is the expiration date of the option granted to the BCYC director?

The stock option expires on 08/12/2035.

Does the Form 4 filing for BCYC show any sales or dispositions by the reporting person?

No; the filing shows acquisitions (RSUs and an option) and does not report any sales or dispositions.