PTC Therapeutics (PTCT) CFO auto-sells shares to cover RSU tax

Rhea-AI Filing Summary

PTC Therapeutics chief financial officer Pierre Gravier reported an automatic sale of 2,992 shares of common stock at $69.36 per share. After this transaction, he holds 87,318 shares directly. The shares were sold under an irrevocable sell-to-cover instruction to satisfy tax withholding on recently vested restricted stock units (RSUs) from prior grants.

Insights

Equity compensation analyst

Routine tax-withholding sale linked to RSU vesting; neutral signal.

The filing shows PTC Therapeutics chief financial officer Pierre Gravier executed an automatic sale of 2,992 common shares at $69.36 per share. The footnote explains this was a sell-to-cover transaction tied to RSU vesting, rather than a discretionary open-market sale.

The sale covers tax withholding arising from the vesting of 4,750 RSUs from a February 15, 2024 grant of 19,000 RSUs and 1,550 RSUs from a February 15, 2024 grant of 3,100 RSUs. After the transaction, Gravier’s direct holdings are 87,318 shares.

Because the activity is driven by tax obligations and governed by an irrevocable election made when the awards were accepted, it is typically viewed as administrative equity-compensation housekeeping rather than a change in management’s view of the company.

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

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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).

X

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^*

Gravier Pierre

(Last) (First) (Middle)

C/O PTC THERAPEUTICS, INC.

500 WARREN CORPORATE CENTER DRIVE

(Street)

WARREN NJ 07059

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PTC THERAPEUTICS, INC. [ PTCT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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
Common Stock	02/18/2026		S		2,992(1)	D	$69.36	87,318	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 shares automatically sold pursuant to an irrevocable sell to cover election entered into upon acceptance of the grant to satisfy tax withholding obligations in connection with the vesting of 4,750 RSUs from a February 15, 2024 grant of 19,000 RSUs and the vesting of 1,550 RSUs from a February 15, 2024 grant of 3,100 RSUs.

	/s/ Avraham S. Adler, Attorney-in-Fact	02/20/2026
	** 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.

FAQ

What insider transaction did PTC Therapeutics (PTCT) report for Pierre Gravier?

PTC Therapeutics reported that CFO Pierre Gravier sold 2,992 shares of common stock at $69.36 per share. The transaction was an automatic sell-to-cover to satisfy tax withholding obligations from recently vested RSU awards granted in February 2024.

Was the PTCT CFO’s Form 4 sale a discretionary stock sale?

No, the 2,992-share sale by PTCT’s CFO was not discretionary. The footnote states it was automatically executed under an irrevocable sell-to-cover election to cover tax withholding from vesting RSUs, a common administrative feature of equity compensation plans.

How many PTC Therapeutics shares does the CFO hold after this Form 4 transaction?

After the reported transaction, PTC Therapeutics CFO Pierre Gravier directly holds 87,318 shares of common stock. This post-transaction balance reflects his remaining equity stake following the automatic sale of 2,992 shares for tax withholding purposes tied to RSU vesting.

What RSU vesting triggered the PTCT CFO’s sell-to-cover transaction?

The sale was tied to vesting of 4,750 RSUs from a February 15, 2024 grant of 19,000 RSUs and 1,550 RSUs from a February 15, 2024 grant of 3,100 RSUs. Shares were sold automatically to cover associated tax withholding obligations.

How should investors interpret this PTC Therapeutics insider sale?

This filing describes a routine tax-withholding transaction rather than a discretionary sale. Shares were automatically sold under an irrevocable instruction to cover taxes on RSU vesting, so it generally reflects standard equity compensation mechanics, not a change in the CFO’s outlook on PTC Therapeutics.