BICYCLE THERAPEUTICS PLC
For the period ended Dec 31, 2025. Filed Mar 17, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 17, 2026
BCYC$3.69-2.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The financial statements schedules and exhibits filed as part of this Annual Report on Form 10-K are as follows:
(a)(1) Financial Statements
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| | Page |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 876) | F-2 |
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| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-4 |
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| Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025, 2024 and 2023 | F-5 |
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| Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023 | F-6 |
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| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 | F-7 |
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| Notes to Consolidated Financial Statements | F-8 |
(a)(2) Financial Statement Schedules
All other schedules are omitted because they are not required or the required information is included in the financial statements or notes thereto.
(a)(3) Exhibits
The exhibits listed below are filed as part of this Annual Report other than Exhibit 32.1, which shall be deemed furnished:
| Number | | Description |
| | | |
| 3.1 | | Articles of Association, dated May 16, 2024 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q (File No. 001-38916) filed with the Securities and Exchange Commission on August 6, 2024). |
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| 4.1 | | Form of Deposit Agreement (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-231076), filed with the Securities and Exchange Commission on May 13, 2019). |
| | | |
| 4.2 | | Form of American Depositary Receipt (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-231076), filed with the Securities and Exchange Commission on May 13, 2019). |
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| 4.3 | | Letter Agreement, dated July 1, 2020, between Bicycle Therapeutics plc and Citibank, N.A. (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38916), filed with the Securities and Exchange Commission on November 5, 2020). |
| | | |
| 4.4 | | Amendment to Letter Agreement, dated October 27, 2020, between Bicycle Therapeutics plc and Citibank, N.A. (incorporated by reference to Exhibit 4.4 to Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on March 11, 2021). |
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| Number | | Description |
| | | |
| 4.5 | | Amendment to Letter Agreement, dated May 24, 2021, between Bicycle Therapeutics plc and Citibank, N.A. (incorporated by reference to Exhibit 4.1 to Form 10-Q (File No. 001-38916), filed with the Securities and Exchange Commission on August 5, 2021). |
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| 4.6 | | Description of Securities (incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on February 25, 2025). |
| | | |
| 10.1+ | | Form of Share Option Contract of Bicycle Therapeutics Limited for employees in England (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (File No. 333-231076), filed with the Securities and Exchange Commission on April 26, 2019). |
| | | |
| 10.2+ | | Form of Share Option Contract of Bicycle Therapeutics Limited for employees in the United States (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 (File No. 333-231076), filed with the Securities and Exchange Commission on April 26, 2019). |
| | | |
| 10.3+ | | Rules of the Bicycle Therapeutics Share Option Plan, as amended on September 12, 2019 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-38916) filed with the Securities and Exchange Commission on November 7, 2019). |
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| 10.4+ | | Forms of award agreements under the Bicycle Therapeutics Share Option Plan, as amended (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on March 10, 2020). |
| | | |
| 10.5+ | | 2019 Employee Share Purchase Plan (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-231076), filed with the Securities and Exchange Commission on May 13, 2019). |
| | | |
| 10.6+ | | Amended and Restated Bicycle Therapeutics plc 2020 Equity Incentive Plan, or the 2020 Plan and forms of awards thereunder (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on February 28, 2023). |
| | | |
| 10.7+ | | Amendment No. 1 to the Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-38916), filed with the Securities and Exchange Commission on August 8, 2025). |
| | | |
| 10.8+ | | Form of Option Grant Notice and Agreement (for employees) for the 2020 Plan (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on February 25, 2025). |
| | | |
| 10.9+ | | Form of Option Grant Notice and Agreement (for non-employees) for the 2020 Plan (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on February 25, 2025). |
| | | |
| 10.10+ | | Form of Restricted Share Unit Grant Notice and Agreement (for employees) for the 2020 Plan (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on February 25, 2025). |
| | | |
| 10.11+ | | Form of Amended and Restated Restricted Share Unit Grant Notice and Agreement (for employees) for the 2020 Plan (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on February 25, 2025). |
| | | |
| Number | | Description |
| | | |
| 10.12+ | | Form of Restricted Share Unit Grant Notice and Agreement (regular settlement for directors) for the 2020 Plan (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on February 25, 2025). |
| | | |
| 10.13+ | | Form of Amended and Restated Restricted Share Unit Grant Notice and Agreement (regular settlement for directors) for the 2020 Plan (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on February 25, 2025). |
| | | |
| 10.14+ | | Form of Restricted Share Unit Grant Notice and Agreement (deferred settlement for directors) for the 2020 Plan (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on February 25, 2025). |
| | | |
| 10.15+ | | Form of Amended and Restated Restricted Share Unit Grant Notice and Agreement (deferred settlement for directors) for the 2020 Plan (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on February 25, 2025). |
| | | |
| 10.16+ | | Bicycle Therapeutics plc 2024 Inducement Plan, or the 2024 Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (File No. 333-281304), filed with the Securities and Exchange Commission on August 6, 2024). |
| | | |
| 10.17+ | | Form of Option Grant Notice and Option Agreement for the 2024 Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 (File No. 333-281304), filed with the Securities and Exchange Commission on August 6, 2024). |
| | | |
| 10.18+ | | Form of RSU Grant Notice and RSU Agreement for the 2024 Plan (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 (File No. 333-281304), filed with the Securities and Exchange Commission on August 6, 2024). |
| | | |
| 10.19+ | | Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-231076), filed with the Securities and Exchange Commission on May 13, 2019). |
| | | |
| 10.20+ | | Service Agreement, dated September 26, 2019, by and between BicycleTx Ltd. and Kevin Lee (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38916) filed with the Securities and Exchange Commission on September 30, 2019). |
| | | |
| 10.21+ | | Amendment No. 1 to Service Agreement, dated July 24, 2023, by and between BicycleTx Limited and Kevin Lee (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-38916) filed with the Securities and Exchange Commission on November 2, 2023). |
| | | |
| 10.22+ | | Amended and Restated Employment Agreement, dated September 26, 2019, by and between BicycleTx Ltd. and Michael Skynner, Ph.D. (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on March 10, 2020). |
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| 10.23+ | | Amended and Restated Employment Agreement, dated January 6, 2022, by and between BicycleTx Ltd. And Michael Skynner, Ph.D. (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on March 1, 2022). |
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| 10.24+ | | Amendment No. 2 to Service Agreement, dated February 20, 2023, by and between BicycleTx Limited and Michael Skynner (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-38916), filed with the Securities and Exchange Commission on May 4, 2023). |
| | | |
| Number | | Description |
| | | |
| 10.25+ | | Service Agreement, dated March 18, 2024, by and between BicycleTx Ltd. and Michael Charles Ferguson Hannay (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q (File No. 001-38916), filed with the Securities and Exchange Commission on August 6, 2024). |
| | | |
| 10.26+ | | Form of letter agreement to amend Service Agreement by and between the BicycleTx Ltd. and its executive officers in the United Kingdom, effective January 1, 2020 (incorporated by reference to the Quarterly Report on Form 10-Q (File No. 001-38916), filed with the Securities and Exchange Commission on May 7, 2020). |
| | | |
| 10.27+ | | Form of letter agreement to amend Service Agreement by and between the BicycleTx Ltd. and its executive officers in the United Kingdom, effective January 1, 2021 (incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on March 11, 2021). |
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| 10.28+ | | Service Agreement, dated January 5, 2022, by and between BicycleTx Ltd. and Alistair Milnes (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on March 1, 2022). |
| | | |
| 10.29+ | | Amendment No. 1 to Service Agreement, dated February 20, 2023, by and between BicycleTx Limited and Alistair Milnes (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q (File No. 001-38916), filed with the Securities and Exchange Commission on May 4, 2023). |
| | | |
| 10.30+ | | Form of Deed of Indemnity between the Company and each of its directors (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 001-38916), filed with the Securities and Exchange Commission on November 12, 2019). |
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| 10.31+ | | Form of Deed of Indemnity between the registrant and each of its executive officers (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 001-38916), filed with the Securities and Exchange Commission on November 12, 2019). |
| | | |
| 10.32+ | | Non-Employee Director Compensation Policy, as amended as of December 11, 2025. |
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| 10.33 | | Registration Rights Agreement, dated as of April 18, 2024, by and among Bicycle Therapeutics plc and 667 L.P. and Baker Brothers Life Sciences L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-38916) filed with the Securities and Exchange Commission on April 18, 2024). |
| | | |
| 10.34 | | Securities Purchase Agreement, dated as of May 23, 2024, by and among Bicycle Therapeutics plc and purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38916), filed with the Securities and Exchange Commission on May 23, 2024). |
| | | |
| 19.1 | | Amended and Restated Insider Trading Policy, as amended October 1, 2025. |
| | | |
| 21.1 | | Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1 (File No. 333-231076), filed with the Securities and Exchange Commission on April 26, 2019). |
| | | |
| 23.1 | | Consent of Independent Registered Public Accounting Firm. |
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| 24.1 | | Power of Attorney (included on the signature page of this report). |
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| 31.1 | | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | ||
| 31.2 | | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| Number | | Description |
| | | |
| 32.1* | | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 97.1 | | Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K (File No. 001-38916), filed with the Securities and Exchange Commission on February 20, 2024). |
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| 101.INS | | Inline XBRL Instance Document. |
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| 101.SCH | | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents. |
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| 104 | | Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101) |
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- Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.
+ Indicates a management contract or compensatory plan.
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