PTC Therapeutics (PTCT) CEO earns 12,500 RSUs, sells 12,572 shares for tax withholding

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

PTC Therapeutics, Inc. chief executive officer Matthew B. Klein reported a mix of equity compensation and related tax sales. On May 13, 2026, he acquired 12,500 shares of common stock through earned performance-based RSUs after a pre-established milestone was certified.

Of these earned RSUs, 6,250 shares vested immediately on May 13, 2026 and another 6,250 shares are scheduled to vest on May 13, 2027. On May 14, 2026, a total of 12,572 shares of common stock were sold in open-market transactions solely to satisfy tax withholding obligations under an irrevocable sell-to-cover election. Following these transactions, Klein directly owned 393,998 shares of PTC Therapeutics common stock.

Insights

CEO award plus routine tax sales; mainly compensation-related activity.

PTC Therapeutics CEO Matthew B. Klein received 12,500 shares via earned performance-based RSUs after a milestone was certified on May 13, 2026. This is compensation rather than a market purchase and reflects achievement of a pre-set corporate goal.

The subsequent sale of 12,572 shares on May 14, 2026 was executed under an irrevocable sell-to-cover election to meet tax withholding obligations, as described in the footnotes. Because these sales are mechanically tied to vesting and taxes, they carry limited informational value about the CEO’s view of PTC Therapeutics stock.

After these transactions, Klein directly held 393,998 shares of common stock, indicating he retains a substantial equity stake. Future company filings may provide additional context on ongoing equity awards and any discretionary insider trading beyond tax-related dispositions.

Insider Trade Summary 10b5-1

Net Seller: 12,572 shares ($917,154)

Net Sell 5 txns

Insider Klein Matthew B.

Role CHIEF EXECUTIVE OFFICER

Sold 12,572 shs ($917K)

Type	Security	Shares	Price	Value
Sale	Common Stock	679	$73.06	$50K
Sale	Common Stock	7,221	$73.08	$528K
Sale	Common Stock	2,100	$73.08	$153K
Sale	Common Stock	2,572	$72.46	$186K
Grant/Award	Common Stock	12,500	$0.00	--

Holdings After Transaction: Common Stock — 405,891 shares (Direct, null)

Footnotes (1)

Represents the number of shares of the Issuer's common stock underlying restricted stock units ("RSUs") earned upon the vesting of performance-based restricted stock units ("PSUs") granted in December 2024. The Issuer's compensation committee of the board of directors certified the Issuer's achievement of a pre-established milestone set forth in the PSUs, as of May 13, 2026, which resulted in the reported RSUs being earned. Each earned RSU represents the contingent right to receive one share of the Issuer's common stock upon vesting. The earned RSUs immediately vested as to 6,250 shares on May 13, 2026 in connection with being earned and are scheduled to vest with respect to the remaining 6,250 shares on May 13, 2027. Represents shares automatically sold pursuant to an irrevocable sell to cover election entered into upon acceptance of the RSU grant to satisfy tax withholding obligations in connection with the vesting of the earned RSUs with respect to 6,250 shares on May 13, 2026.

Key Figures

RSUs earned: 12,500 shares Immediate vesting: 6,250 shares Future vesting: 6,250 shares +3 more

6 metrics

RSUs earned 12,500 shares Earned from performance-based RSUs as of May 13, 2026

Immediate vesting 6,250 shares RSUs vested on May 13, 2026

Future vesting 6,250 shares RSUs scheduled to vest on May 13, 2027

Shares sold for taxes 12,572 shares Automatic sell-to-cover on May 14, 2026

Sale prices $72.46–$73.08 per share Open-market sale prices on May 14, 2026

Shares owned after transactions 393,998 shares Direct ownership after final reported sale

Key Terms

restricted stock units ("RSUs"), performance-based restricted stock units ("PSUs"), sell to cover election, tax withholding obligations, +1 more

5 terms

restricted stock units ("RSUs") financial

"Represents the number of shares of the Issuer's common stock underlying restricted stock units ("RSUs") earned upon the vesting of performance-based restricted stock units"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

performance-based restricted stock units ("PSUs") financial

"underlying restricted stock units ("RSUs") earned upon the vesting of performance-based restricted stock units ("PSUs") granted in December 2024"

sell to cover election financial

"Represents shares automatically sold pursuant to an irrevocable sell to cover election entered into upon acceptance of the RSU grant"

tax withholding obligations financial

"sell to cover election entered into upon acceptance of the RSU grant to satisfy tax withholding obligations in connection with the vesting"

contingent right financial

"Each earned RSU represents the contingent right to receive one share of the Issuer's common stock upon vesting"

Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 05:20 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^*

Klein Matthew B.

(Last)

(First)

(Middle)

C/O PTC THERAPEUTICS, INC.

500 WARREN CORPORATE CENTER DRIVE

(Street)

WARREN

NEW JERSEY

07059

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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)
Common Stock	05/13/2026		A⁽¹⁾		12,500	A	$0	406,570	D
Common Stock	05/14/2026		S		679	D	$73.06	405,891	D
Common Stock	05/14/2026		S		7,221	D	$73.08	398,670	D
Common Stock	05/14/2026		S		2,100	D	$73.08	396,570	D
Common Stock	05/14/2026		S⁽²⁾		2,572	D	$72.46	393,998	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 of the Issuer's common stock underlying restricted stock units ("RSUs") earned upon the vesting of performance-based restricted stock units ("PSUs") granted in December 2024. The Issuer's compensation committee of the board of directors certified the Issuer's achievement of a pre-established milestone set forth in the PSUs, as of May 13, 2026, which resulted in the reported RSUs being earned. Each earned RSU represents the contingent right to receive one share of the Issuer's common stock upon vesting. The earned RSUs immediately vested as to 6,250 shares on May 13, 2026 in connection with being earned and are scheduled to vest with respect to the remaining 6,250 shares on May 13, 2027.

2. Represents shares automatically sold pursuant to an irrevocable sell to cover election entered into upon acceptance of the RSU grant to satisfy tax withholding obligations in connection with the vesting of the earned RSUs with respect to 6,250 shares on May 13, 2026.

	/s/ Avraham S. Adler, Attorney-in-Fact	05/15/2026
	** 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 PTC Therapeutics (PTCT) CEO Matthew Klein report in this Form 4 filing?

The filing shows CEO Matthew Klein received 12,500 PTC Therapeutics shares from earned performance-based RSUs, then sold 12,572 shares the next day to cover tax withholding obligations linked to that vesting, leaving him with 393,998 directly owned shares afterward.

How many PTC Therapeutics (PTCT) shares did the CEO acquire through RSUs?

Matthew Klein acquired 12,500 PTC Therapeutics common shares through earned performance-based RSUs. These RSUs were awarded after the compensation committee certified achievement of a pre-established milestone, with 6,250 shares vesting immediately and 6,250 scheduled to vest on May 13, 2027.

Why did the PTC Therapeutics (PTCT) CEO sell 12,572 shares in May 2026?

The 12,572 PTC Therapeutics shares were automatically sold under an irrevocable sell-to-cover election. The proceeds satisfied tax withholding obligations arising from the vesting of 6,250 earned RSUs on May 13, 2026, rather than reflecting a discretionary open-market sale decision.

What are the vesting terms of the CEO’s newly earned PTC Therapeutics RSUs?

Of the 12,500 earned RSUs, 6,250 vested immediately on May 13, 2026, when the performance milestone was certified. The remaining 6,250 RSUs are scheduled to vest on May 13, 2027, with each RSU delivering one share of PTC Therapeutics common stock upon vesting.

How many PTC Therapeutics (PTCT) shares does CEO Matthew Klein own after these transactions?

After the reported May 2026 award and tax-related sales, Matthew Klein directly owns 393,998 shares of PTC Therapeutics common stock. This figure reflects his position following the final sale transaction disclosed in the Form 4 insider trading report.

What performance condition triggered the CEO’s PTC Therapeutics RSU award?

The RSUs were earned when PTC Therapeutics’ compensation committee certified achievement of a pre-established milestone in performance-based RSUs granted in December 2024. This certification occurred as of May 13, 2026, converting the performance-based units into earned RSUs that then vest over time.