[Form 4] Bicycle Therapeutics plc American Insider Trading Activity

Rhea-AI Filing Summary

Roger D. Dansey, a director of Bicycle Therapeutics plc (BCYC), reported equity awards on a Form 4 filed for transactions dated 09/08/2025. The filing shows an award of 12,500 restricted share units (RSUs) and an option to purchase 25,000 ordinary shares at a $7.16 exercise price. Each RSU represents a contingent right to one ordinary share and the RSUs vest in three equal annual installments on 09/08/2026, 09/08/2027 and 09/08/2028. The option also vests in three equal annual installments on the same dates and expires on 09/08/2035. Ownership reported is direct for both awards.

Positive

• Alignment of interests: Grants use RSUs and options that vest over three years, which aligns the director's incentives with shareholder value over time.
• Clear vesting schedule: Both RSUs and options vest in three equal installments on 09/08/2026, 09/08/2027 and 09/08/2028, providing transparent timelines.

Negative

• Potential dilution: If exercised and RSUs settled, the awards represent 37,500 ordinary shares that could dilute existing shareholders upon issuance.
• No cash purchase: RSUs are granted at $0 (contingent right to shares), and options have a $7.16 strike, creating possible future share issuance without current cash inflow to the company.

Insights

Securities Analyst

TL;DR: Director grants are routine compensation with limited immediate market impact but create potential future dilution.

The Form 4 documents standard equity-based compensation: 12,500 RSUs and a 25,000-share option at $7.16. Vesting over three years aligns incentives with multi-year performance. Reported ownership is direct, indicating the director will hold the awards personally once vested. These grants do not reflect share sales or purchases at market and convey no immediate cash proceeds to the reporting person.

Corporate Governance Expert

TL;DR: Compensation appears typical for a non-employee director and follows multi-year vesting practices.

The awards use common structures: RSUs that convert to one ordinary share each and time-vested stock options expiring in 2035. Three-year, equal installment vesting is standard for retention. The filing is signed by an attorney-in-fact, which is acceptable. There is no indication of accelerated vesting or special terms disclosed in this Form 4.

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^*

DANSEY ROGER D

(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)
09/08/2025

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	09/08/2025		A		12,500(1)	A	$0(2)	12,500	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)	$7.16	09/08/2025		A		25,000		(3)	09/08/2035	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 September 8, 2026, September 8, 2027 and September 8, 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 September 8, 2026, September 8, 2027 and September 8, 2028.

	/s/ Travis Thompson, Attorney-in-Fact	09/10/2025
	** 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 insider transactions did BCYC director Roger D. Dansey report on 09/08/2025?

The Form 4 reports an award of 12,500 RSUs and an option to buy 25,000 ordinary shares at $7.16, both dated 09/08/2025.

When do the RSUs and options granted to Roger D. Dansey vest?

Both the RSUs and the option vest in three equal installments on 09/08/2026, 09/08/2027 and 09/08/2028.

How many shares could be issued if all awards to the director vest and are exercised?

If all awards vest and options are exercised, up to 37,500 ordinary shares could be issued (12,500 RSUs + 25,000 option shares).

What is the exercise price and expiration of the reported option?

The option has an exercise price of $7.16 per share and an expiration date of 09/08/2035.

Is the reported ownership direct or indirect?

The Form 4 shows direct ownership reported for both the RSUs and the stock option.