Bicycle Therapeutics (BCYC) officer sells 1,772 shares to cover RSU tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Bicycle Therapeutics PLC officer Michael Charles Ferguson reported selling a total of 1,772 Ordinary Shares in two transactions on April 2 and April 6, 2026, at weighted average prices around $4.91 and $5.05 per share.

According to the disclosure, these shares were sold solely to cover statutory tax withholding obligations arising from the vesting and settlement of RSUs under a mandatory “sell to cover” arrangement, rather than as discretionary open‑market sales. After these sales, Ferguson directly holds 96,136 Ordinary Shares.

Insider Trade Summary

Net Seller: 1,772 shares ($8,736)

Net Sell 2 txns

Insider Hannay Michael Charles Ferguson

Role CHIEF PROD & SUPPLY CHAIN OFF

Sold 1,772 shs ($9K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	251	$5.05	$1K
Sale	Ordinary Shares	1,521	$4.91	$7K

Holdings After Transaction: Ordinary Shares — 96,136 shares (Direct)

Footnotes (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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.88 to $4.98 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 range set forth in this footnote.

Key Figures

Shares sold: 1,772 shares Price per share (Apr 2, 2026): $4.91 Price per share (Apr 6, 2026): $5.05 +1 more

4 metrics

Shares sold 1,772 shares Total Ordinary Shares sold across two transactions

Price per share (Apr 2, 2026) $4.91 Weighted average sale price for 1,521 shares

Price per share (Apr 6, 2026) $5.05 Sale price for 251 shares

Shares held after transactions 96,136 shares Direct Ordinary Shares owned by Ferguson post-sale

Key Terms

RSUs, sell to cover, statutory tax withholding obligations, weighted average price

4 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.

sell to cover financial

"funded by a "sell to cover" transaction and does not represent"

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.

statutory tax withholding obligations financial

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

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.

Form 4 Insider Transactions: What Each Field Means →

04/06/2026 - 06:30 PM

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)
04/02/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	04/02/2026		S⁽¹⁾		1,521	D	$4.91⁽²⁾	96,387	D
Ordinary Shares	04/06/2026		S⁽¹⁾		251	D	$5.05	96,136	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $4.88 to $4.98 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 range set forth in this footnote.

	/s/ Travis Thompson, Attorney-in-Fact	04/06/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Bicycle Therapeutics (BCYC) disclose in Michael Ferguson's latest Form 4?

Bicycle Therapeutics reported that officer Michael Charles Ferguson sold 1,772 Ordinary Shares across two trades. The sales were executed only to satisfy statutory tax withholding obligations related to RSU vesting, under a mandatory “sell to cover” arrangement, and not as discretionary open-market sales.

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

Michael Ferguson sold 1,772 Ordinary Shares of Bicycle Therapeutics in two transactions. He sold 1,521 shares at a weighted average price of about $4.91 and 251 shares at approximately $5.05 per share, with individual trades ranging from $4.88 to $4.98 in one tranche.

Why were Michael Ferguson's Bicycle Therapeutics (BCYC) shares sold according to the filing?

The filing states the shares were sold to cover statutory tax withholding obligations from the vesting and settlement of RSUs. The award agreement mandates a “sell to cover” transaction for minimum withholding, so these sales are characterized as non-discretionary rather than voluntary portfolio decisions.

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

Following the reported tax-related sales, Michael Ferguson directly owns 96,136 Ordinary Shares of Bicycle Therapeutics. This post-transaction holding figure in the filing helps show that the 1,772 shares sold represent a relatively small portion of his overall direct share position.

Were Michael Ferguson's Bicycle Therapeutics (BCYC) sales open-market transactions?

Yes, the transactions are coded as open-market sales, but the footnotes clarify they were mandated “sell to cover” trades. Their sole purpose was funding statutory tax withholding on RSU vesting, so they are not treated as discretionary sales reflecting a changed view on the stock.

What does the weighted average price disclosure mean in the Bicycle Therapeutics (BCYC) Form 4?

The filing notes that one tranche’s reported price is a weighted average of multiple trades between $4.88 and $4.98. Michael Ferguson has committed to provide detailed breakdowns of the number of shares sold at each specific price within that range upon request to investors or regulators.