{"url_path":"/sec/ptct/8-k/2026-06-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/1070081/0001104659-26-075731-index.html","accession_number":"0001104659-26-075731","cik":"0001070081","ticker":"PTCT","issuer_name":"PTC THERAPEUTICS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1070081/0001104659-26-075731-index.html","primary_entity_key":"0001070081","primary_entity_name":"PTC THERAPEUTICS, INC."},"word_count":1379,"has_tables":true,"body_markdown":"**Item 1.01.**\n**Entry into a Material Definitive Agreement.**\n\n \n\nOn June 18, 2026, PTC Therapeutics, Inc. (the “Company”)\ncompleted its previously announced private offering of $550,000,000 aggregate principal amount of its 0.0% Convertible Senior Notes due\n2031 (the “Notes”) and entered into an indenture with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”),\ngoverning the Notes (the “Indenture”). The Notes were sold in a private placement under a purchase agreement, dated as of\nJune 15, 2026, entered into by and between the Company and Morgan Stanley & Co. LLC, as representative of the several initial\npurchasers named in the purchase agreement (collectively, the “Initial Purchasers”), for resale to persons reasonably believed\nto be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).\nThe aggregate principal amount of the Notes sold reflects the exercise in full by the Initial Purchasers of their option to purchase up\nto an additional $50,000,000 in aggregate principal amount of the Notes.\n\n \n\nThe Notes will not bear regular interest, and the principal amount\nof the Notes will not accrete. The Notes may bear special interest under specified circumstances relating to the Company’s failure\nto comply with its reporting obligations under the Indenture or if the Notes are not freely tradeable as required by the Indenture. Special\ninterest, if any, will be payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15,\n2026 (if and to the extent that special interest is payable). The Notes will mature on June 15, 2031, unless earlier converted, redeemed\nor repurchased pursuant to their terms.\n\n \n\nThe initial conversion rate of the Notes is 9.3042 shares of the Company’s\ncommon stock, par value $0.001 per share (the “Common Stock”), per $1,000 principal amount of Notes (which is equivalent to\nan initial conversion price of approximately $107.48 per share). The conversion rate will be subject to adjustment upon the occurrence\nof certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of\na make-whole fundamental change (as defined in the Indenture) or an issuance of a notice of redemption, the Company will, in certain circumstances,\nincrease the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole\nfundamental change or notice of redemption.\n\n \n\nHolders may convert all or any portion of their Notes at their option\nat any time prior to the close of business on the business day immediately preceding March 15, 2031 only under the following circumstances:\n(1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2026 (and only during such calendar\nquarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period\nof 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater\nthan or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five\nconsecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes\nfor each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and\nthe conversion rate on each such trading day; (3) if the Company calls any or all of the Notes for redemption, at any time prior\nto the close of business on the second scheduled trading day immediately preceding the relevant redemption date; or (4) upon the\noccurrence of specified corporate events. On or after March 15, 2031 until the close of business on the second scheduled trading\nday immediately preceding the maturity date, holders may convert all or any portion of their Notes at any time, regardless of the foregoing\ncircumstances. Upon conversion, the Company will satisfy its conversion obligation by paying or delivering, as the case may be, cash,\nshares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election.\n\n \n\nThe Company may not redeem the Notes prior to June 20, 2029. The\nCompany may redeem for cash all or any portion of the Notes, at the Company’s option, on or after June 20, 2029 if the last\nreported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether\nor not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including,\nthe trading day immediately preceding the date on which the Company provides a written notice of redemption at a redemption price equal\nto 100% of the principal amount of the Notes to be redeemed, *plus* any accrued and unpaid special interest to, but excluding, the\nredemption date. No “sinking fund” is provided for the Notes.\n\n \n\n \n\n \n\n \n\nIf the Company undergoes a fundamental change (as defined\nin the Indenture) prior to the maturity date, then, subject to certain conditions, holders of Notes may require the Company to repurchase\nfor cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes\nto be repurchased, plus any accrued and unpaid special interest to, but excluding, the fundamental change repurchase date.\n\n \n\nThe Notes are the Company’s general unsecured, senior obligations\nand will rank senior in right of payment to any of its indebtedness that is expressly subordinated in right of payment to the Notes; equal\nin right of payment with all of the Company’s existing and future unsecured indebtedness that is not so subordinated (including\nany of the Company’s outstanding 1.50% Convertible Senior Notes due 2026 (the “Existing Convertible Notes”)); effectively\njunior in right of payment to any of the Company’s senior, secured indebtedness to the extent of the value of the assets securing\nsuch indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s\ncurrent or future subsidiaries.\n\n \n\nThe Indenture contains customary events of default with respect to\nthe Notes, including that upon certain events of default (including the Company’s failure to make any payment of principal or any\nspecial interest on the Notes when due and payable) occurring and continuing, the Trustee by written notice to the Company, or the holders\nof at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may (subject to the provisions\nof the Indenture) declare 100% of the principal of and accrued and unpaid special interest, if any, on all the Notes to be due and payable.\nIn case of certain events of bankruptcy, insolvency or reorganization, involving the Company or a significant subsidiary, 100% of the\nprincipal of and accrued and unpaid special interest, if any, on the Notes will automatically become due and payable without any further\nact or declaration on the part of the holders or the Trustee. Upon such a declaration of acceleration, such principal and accrued and\nunpaid special interest, if any, will be due and payable immediately.\n\n \n\nThe Company estimates the net proceeds from the offering to be approximately\n$535.5 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses.\nThe Company is using approximately $328.8 million of the net proceeds from the offering to repurchase for cash $222.0 million in aggregate\nprincipal amount of the Existing Convertible Notes pursuant to privately negotiated transactions with certain holders entered into concurrently\nwith the pricing of the offering of the Notes. The remaining net proceeds from the offering will\nbe used for general corporate purposes, which may include additional repurchases of the Existing Convertible Notes from time to time following\nthe offering and the repayment or retirement of any remaining Existing Convertible Notes at maturity.\n\n \n\nThe foregoing description of the Indenture and the Notes is a summary\nonly and is qualified in its entirety by reference to the text of the Indenture (and the Form of Note included therein), which is\nattached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference."}