BCYC executive sells 1,761 shares for RSU taxes

BICYCLE THERAPEUTICS PLC executive Michael Charles Ferguson reported small share sales linked to tax withholding on vested RSUs.

Rhea-AI Filing Summary

BICYCLE THERAPEUTICS PLC executive Michael Charles Ferguson reported small share sales linked to tax withholding on vested RSUs. He sold a total of 1,761 Ordinary Shares in two open-market transactions at weighted average prices of about $4.27 and $4.31 per share. According to the footnotes, these sales were mandated under a "sell to cover" arrangement to satisfy minimum statutory tax obligations from RSU vesting, rather than discretionary trading. After these transactions, he directly holds 94,375 Ordinary Shares.

Insider Trade Summary

Net Seller: 1,761 shares

Net Sell 2 txns

Insider Hannay Michael Charles Ferguson

Role CHIEF PROD & SUPPLY CHAIN OFF

Sold 1,761 shs ($8K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	255	$4.31	$1K
Sale	Ordinary Shares	1,506	$4.27	$6K

Holdings After Transaction: Ordinary Shares — 94,375 shares (Direct)

Footnotes (3)

1. F1. Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting and settlement of the RSUs. 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. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.26 to $4.29 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. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.30 to $4.31 inclusive.

Key Figures

Total shares sold: 1,761 shares First sale size: 1,506 shares Second sale size: 255 shares +3 more

6 metrics

Total shares sold 1,761 shares Mandated sell-to-cover for RSU tax withholding

First sale size 1,506 shares Ordinary Shares sold at $4.27 weighted average

Second sale size 255 shares Ordinary Shares sold at $4.31 weighted average

Holding after transactions 94,375 shares Direct ownership of Ordinary Shares after sales

Price range (first sale) $4.26–$4.29 Weighted average price footnote for larger sale

Price range (second sale) $4.30–$4.31 Weighted average price footnote for smaller sale

Key Terms

RSUs, statutory tax withholding, sell to cover, weighted average price, +1 more

5 terms

RSUs financial

"in connection with the vesting and settlement of the RSUs."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

statutory tax withholding financial

"sold to cover the statutory tax withholding obligations in connection"

sell to cover financial

"requires the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

multiple transactions financial

"These shares were sold in multiple transactions at prices ranging"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did BCYC executive Michael Ferguson report?

Michael Ferguson reported two small open-market sales totaling 1,761 Ordinary Shares. The transactions occurred at weighted average prices around $4.27 and $4.31 per share. These sales were linked to tax withholding obligations on vested RSUs rather than discretionary trading decisions.

Why did Michael Ferguson sell Bicycle Therapeutics (BCYC) shares?

The filing states the shares were sold to cover statutory tax withholding obligations from the vesting and settlement of RSUs. His award agreement requires a "sell to cover" transaction, meaning the sales were mandated for taxes and not discretionary investment decisions by Ferguson.

How many Bicycle Therapeutics (BCYC) shares did Michael Ferguson sell and at what prices?

He sold 1,506 Ordinary Shares at a weighted average price of $4.27 and 255 Ordinary Shares at a weighted average price of $4.31. Footnotes note that each sale comprised multiple trades within narrow intraday price ranges around those averages.

How many Bicycle Therapeutics (BCYC) shares does Michael Ferguson hold after these transactions?

Following the reported sell-to-cover transactions, Ferguson directly owns 94,375 Ordinary Shares of Bicycle Therapeutics. This figure reflects his position after the 1,761 shares were sold to satisfy minimum statutory tax withholding obligations related to RSU vesting.

Were Michael Ferguson’s BCYC share sales discretionary or pre-mandated?

The footnotes explain that the sales were mandated by his award agreement as a "sell to cover" for statutory tax withholding on RSU vesting. The filing explicitly states they do not represent discretionary sales by the reporting person in the open market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/07/2026 - 05:00 PM EDT Learn about SEC filing dates

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^*

Hannay Michael Charles Ferguson

(Last) (First) (Middle)

C/O BICYCLE THERAPEUTICS PLC

BLOCKS A & B, PORTWAY BUILDING

(Street)

CAMBRIDGE CB21 6GS

(City) (State) (Zip)

UNITED KINGDOM

(Country)

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 PROD & SUPPLY CHAIN OFF

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026

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

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

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

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	07/02/2026		S(1)		1,506	D	$4.27(2)	94,630	D
Ordinary Shares	07/06/2026		S(1)		255	D	$4.31(3)	94,375	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 the RSUs. 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 $4.26 to $4.29 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 $4.30 to $4.31 inclusive.

	/s/ Travis Thompson, Attorney-in-Fact	07/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)