PTC Therapeutics (PTCT) CBO auto-sells shares to cover RSU taxes

Rhea-AI Filing Summary

PTC Therapeutics, Inc.'s chief business officer, Eric Pauwels, reported an automatic sale of 3,019 shares of common stock in an open-market transaction at a price of $69.36 per share. The sale was made under an irrevocable sell-to-cover election to satisfy tax withholding obligations upon the vesting of previously granted RSUs.

After this transaction, Pauwels directly holds 77,122 shares of PTC Therapeutics common stock. The sale reflects tax-related withholding rather than a discretionary reduction of his overall equity position.

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^*

Pauwels Eric

(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 BUSINESS 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		3,019(1)	D	$69.36	77,122	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 5,500 RSUs from a February 15, 2024 grant of 22,000 RSUs and the vesting of 1,150 RSUs from a February 15, 2024 grant of 2,300 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).
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FAQ

What insider transaction did PTCT executive Eric Pauwels report?

Eric Pauwels reported an automatic sale of 3,019 PTCT common shares. The shares were sold in the open market at $69.36 each to cover tax withholding obligations tied to vesting restricted stock units granted in February 2024.

Was the PTCT insider sale by Eric Pauwels a discretionary transaction?

The sale was not discretionary; it was executed under an irrevocable sell-to-cover election. This arrangement automatically sells shares to satisfy tax withholding when restricted stock units vest, rather than reflecting an active trading decision by Pauwels.

How many PTCT shares did Eric Pauwels sell and at what price?

Eric Pauwels sold 3,019 shares of PTC Therapeutics common stock at $69.36 per share. The transaction was reported as an open-market sale primarily to meet tax withholding obligations related to vesting RSU awards from February 2024 grants.

How many PTCT shares does Eric Pauwels own after this Form 4 transaction?

Following the reported sale, Eric Pauwels directly owns 77,122 PTCT common shares. This remaining position reflects his ongoing equity stake after shares were automatically sold to cover tax withholding from vesting restricted stock unit awards.

What RSU vesting triggered the PTCT insider sell-to-cover transaction?

The transaction relates to vesting of 5,500 RSUs from a February 15, 2024 grant of 22,000 RSUs and 1,150 RSUs from a February 15, 2024 grant of 2,300 RSUs. Shares were sold automatically to satisfy associated tax withholding obligations.