PTC THERAPEUTICS, INC. 8-K

What Happened
On December 29, 2025, PTC Therapeutics, Inc. announced an Amendment No. 2 to its Amended and Restated Royalty Purchase Agreement with Royalty Pharma Investments 2019 ICAV (RPI) and Royalty Pharma plc. Under the amendment, PTC sold its retained interest in the sales-based royalty on Roche’s Evrysdi (risdiplam) to RPI for $240.0 million in upfront cash and up to three additional contingent cash payments of $20.0 million each tied to Assigned Royalty Payment thresholds in calendar years 2027–2029. As a result, RPI now owns 100% of the royalty and PTC owns 0%.

Key Details

• Upfront cash consideration: $240.0 million received on December 29, 2025.
• Contingent earnouts: up to three $20.0M payments if RPI receives Assigned Royalty Payments exceeding $347.0M (2027), $363.0M (2028), and $379.0M (2029).
• Retained interest sold: equals 9.5111% of the Royalty before the 2020 Assigned Royalty Cap is met, and 16.6666% thereafter.
• Parties & agreement history: Amendment No. 2 to the Amended and Restated Royalty Purchase Agreement originally dated October 18, 2023 (Amendment No. 1 dated June 17, 2024).

Why It Matters
This transaction converts future royalty receipts from Evrysdi into immediate cash ($240M) and limited contingent payments, meaning PTC will no longer receive the royalty payments sold to RPI. For investors, that reduces PTC’s exposure to future Evrysdi sales upside while improving near-term liquidity. The full Amendment will be filed as an exhibit to PTC’s 2025 Form 10-K for additional contractual detail.