📜 What This Document Is 🗓️

This is a Proxy Statement (DEF 14A), which is like a comprehensive instruction manual and invitation to an annual shareholder meeting. Instead of just reporting numbers, this document is designed to inform you—the shareholder—about how the company is run, who is leading it, and what decisions you will be asked to vote on.

👉 Why it matters: Because it governs the company's rules, leadership, and legal obligations for the next year. The Board of Directors is using this filing to guide you on how to vote your shares.

• Meeting Date: The 2026 Annual Meeting of Stockholders is scheduled for Tuesday, June 2, 2026, at 9:00 a.m. Eastern Time.
• Format: The meeting will be held entirely over the Internet in a virtual format, meaning there will be no physical location.
• Board Recommendation: The Board of Directors recommends that shareholders vote "for" each of the proposals listed in the proxy statement.

💻 Annual Meeting Logistics and Voting How 🗳️

The filing provides detailed instructions on how you can exercise your right to vote, emphasizing the shift away from physical mailings to digital methods. The company has established a specific record date to determine who is eligible to vote.

👉 Key Dates: The record date for the Annual Meeting is April 10, 2026. This means that only stockholders who own shares on this date are entitled to vote.

• Outstanding Shares: As of the record date, the Company had 82,911,783 shares of common stock outstanding.
• Voting Deadlines: To ensure your vote counts, you must submit your proxy before 11:59 p.m., Eastern Time, on June 1, 2026, the day before the Annual Meeting.
• Voting Methods: You can vote virtually at the meeting, online via www.proxyvote.com, by calling 1-800-690-6903, or by returning a printed/emailed proxy card.

🧠 Corporate Governance Structure ✨

This section outlines the core principles and policies that guide how the company's leaders make decisions and manage itself. Good corporate governance is essentially the company's internal "rulebook" to ensure accountability.

👉 The Purpose: The primary goal of these guidelines is to ensure the company is managed for the long-term benefit of all stockholders.

• Board Leadership Separation: The Board has adopted a leadership structure where the positions of Chair of the Board (held by Mr. Schmertzler) and Chief Executive Officer (held by Dr. Klein) are separate. This structure is meant to ensure greater independent oversight.
• Committee Oversight: The Board maintains four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Development. All members of the Audit, Compensation, and Nominating committees are declared independent under applicable Nasdaq rules.
• Code of Conduct: The Company has a formal written Code of Business Conduct and Ethics that applies to all directors, officers, and employees.

⚠️ Related Person Transactions Policy 💰

This policy manages situations where company business involves a transaction with someone connected to the company (a "related person"), like a family member or director. This policy is essential to ensure that all deals are fair and that the company's interests come first.

👉 The Threshold: The Company’s policy requires review for any transaction involving a related person where the amount exceeds $120,000. The Audit Committee must review and approve these transactions to confirm they are in the best interest of the company.

• Familial Relationship Example: The filing disclosed compensation for Ms. Jane (Zheng) Yang Almstead, the wife of the Chief Technical Operations Officer. For fiscal 2025, she received compensation of $263,133.98.
• BioElectron Acquisition: The company detailed the previous acquisition of BioElectron Technology Corporation on October 25, 2019. The Company paid an upfront consideration of $10.0 million (funded with cash on hand) and retained the right to receive contingent milestone payments of up to $200.0 million, subject to certain milestones.

👥 Principal Stockholder Ownership Summary 📈

This table shows who owns the company's shares, which is critical because major institutional investors (like pension funds or mutual funds) have significant influence over company decisions.

👉 Top Owners: Institutional investors hold the largest blocks of stock. The top holders listed include:

• BlackRock, Inc.: Owns 11,904,696 shares (14.4%).
• The Vanguard Group, Inc.: Owns 8,288,999 shares (10.0%).
• RTW Investments L.P.: Owns 7,423,970 shares (9.0%).
• Janus Henderson Group plc: Owns 4,851,332 shares (5.9%).

💰 Audit Committee Oversight 🔎

The Audit Committee is arguably the most important committee for financial integrity. They are responsible for overseeing the company's financial reporting and internal controls.

👉 Key Responsibilities: They review and approve the company’s annual and quarterly financial statements and monitor the internal control over financial reporting.

• Independent Firm: The committee is responsible for appointing and assessing the independence of the registered public accounting firm, which is Ernst & Young LLP (a matter up for vote).
• Oversight: They also oversee the internal audit function and risk assessment, including risks related to cybersecurity and information technology.

⚕️ Development Committee Focus 🔬

This committee plays a specialized role, focusing on the company's core business in the life sciences sector. Their function is tied directly to the success of the company’s pipeline drugs.

👉 Strategic Role: Their primary job is to guide the clinical development strategy. They discuss Phase 2 and Phase 3 clinical trial protocols and regulatory strategies.

• Risk Management: They are specifically tasked with evaluating serious adverse events (like death or life-threatening events) that occur during clinical trials or related to commercial products.

🏆 Compensation Committee Function and Recommendations 💵

The Compensation Committee determines how the company's leaders (Named Executive Officers) are paid. They ensure that compensation practices are both competitive and tied to performance.

👉 How it Works: They review and recommend compensation for the CEO and other executives, including salary, annual cash incentive, and long-term equity compensation.

• Review Process: The committee considers the CEO’s recommendations, the Company’s achievements, and advice from an independent compensation consultant (FW Cook) to make final determinations.
• Historical Insight: The committee held nine meetings in 2025 to perform these duties.

🧑‍⚖️ Nominating & Governance Committee Roles 👑

This committee is the "steward" of the company's leadership structure. They manage who is nominated to the Board and how the Board operates efficiently.

👉 Key Tasks: They identify qualified individuals to become directors and recommend both the candidates and the structure of the Board’s committees.

• Governance Principles: They oversee the annual self-evaluation of the Board and recommend corporate governance principles to maintain high standards.
• Diversity Focus: While the Board does not have a formal policy on diversity, the Guidelines state that a core objective is to bring a variety of perspectives and skills to the Board.

⚙️ Board Meetings and Officer Roles 🧑‍💼

This section provides essential context regarding the key personnel running the company. It confirms the leadership structure and the Board's commitment to best practices.

👉 Leadership Structure: The positions of the Chair of the Board and CEO are separated, with Mr. Schmertzler serving as Chair and Dr. Klein serving as CEO. The Board believes this separation provides robust independent oversight of management.

• Attendance: Throughout 2025, the Board demonstrated strong participation, with each director attending at least 75% of the Board meetings.

🗳️ Proposals for Stockholder Vote (2026) 🗳️

The annual meeting asks shareholders to vote on three specific matters that determine the company's direction and accountability.

👉 Proposal 1 (Directors): Shareholders will elect four Class I director nominees, each serving a term ending in 2029. This vote uses a "plurality" system, meaning the four directors who receive the highest number of votes for election will be elected.

• Proposal 2 (Audit): Shareholders vote to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• Proposal 3 (Compensation): This is an advisory vote asking for shareholder approval of the Named Executive Officer's compensation. It is important to know that this vote is non-binding, but the committee values the opinion expressed.

ℹ️ Board & Director Contact Details 📬

If shareholders have specific questions regarding the governance or materials, the filing provides specific contact channels to guide them.

👉 Primary Contact: The Board of Directors' communications are directed to:

• PTC Therapeutics, Inc.
• 500 Warren Corporate Center Drive
• Warren, New Jersey 07059
• Attn: Secretary

🧠 The Analogy

Think of this Proxy Statement like checking the rulebook for a major league sporting event. Before the championship game (the Annual Meeting), the league (the Board) must publish the rules (governance policies), list every player and coach (officers/directors), and explain exactly how a championship trophy is awarded (the voting process). Everything—from the penalty boxes to the salary cap—is documented here so everyone knows the official rules of the game.

🧩 Final Takeaway

This Proxy Statement is a comprehensive guide detailing PTC Therapeutics' leadership structure, core policies, and mandatory votes for the 2026 Annual Meeting. Understanding these governance mechanisms is key to knowing who is accountable for the company's strategy and management.