FORM 8.1(a) & (b) - Mural Oncology plc

Rhea-AI Summary

Mural Oncology has filed an Opening Position Disclosure under Rule 8.1(a) and (b) of the Irish Takeover Panel Act as an offeree company. The disclosure, dated April 29, 2025, reveals the following key details:

CEO Caroline Loew holds 43,622 ordinary shares (0.25% of total issued share capital) and 865,908 underlying stock options. The board includes Scott Jackson, Francis Cuss, George Stanley Golumbeski, Benjamin Hickey, and Sachiyo Minegishi, each holding various stock options totaling 967,026 combined.

The disclosure confirms no interests or short positions in relevant securities, cash-settled derivatives, or stock-settled derivatives. Additionally, there are no indemnity arrangements or agreements relating to voting rights or future acquisitions.

Positive

• CEO Caroline Loew holds 43,622 shares (0.25% ownership), showing management alignment with shareholders
• Directors and executives hold significant stock options totaling 967,026 shares, indicating strong incentive structure

Negative

• Most board members currently hold no direct shares in the company, only stock options
• Limited insider ownership with only one director holding actual shares

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FORM 8.1(a) & (b)
(Opening Position Disclosure)

IRISH TAKEOVER PANEL

OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE

1.      KEY INFORMATION

(a)   Full name of discloser:	Mural Oncology plc
(b)   Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c)   Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Mural Oncology plc
(d)   Is the discloser the offeror or the offeree?	Offeree
(e)   Date position held: The latest practicable date prior to the disclosure	29 April 2025
(f)   In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	N/A

2.      INTERESTS AND SHORT POSITIONS

If there are interests and positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.

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Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates (Note 1)

Class of relevant security: (Note 2)
	Interests		Short positions
	Number	%	Number	%
(1)   Relevant securities owned and/or controlled:	NIL	-	NIL	-
(2)   Cash-settled derivatives:	NIL	-	NIL	-
(3)   Stock-settled derivatives (including options) and agreements to purchase/ sell:	NIL	-	NIL	-
Total:	NIL	-	NIL	-

All interests and all short positions should be disclosed.

Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.

3.      INTERESTS AND SHORT POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY MAKING THE DISCLOSURE

Details of any interests and short positions (including directors’ and other employee options) of any person acting in concert with the party making the disclosure:
a)	The directors of the Offeree detailed in the table below (together with their connected persons under Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules) have the following interests in the Offeree
Director	Class of Relevant Security	Number of ordinary shares held at midnight on 29 April 2025	Percentage of total issued share capital (rounded)		Total number of ordinary shares underlying outstanding stock options, restricted share units and other subscription rights
Caroline Loew	Ordinary shares of US$0.01 each	43,622	0.25%		865,908
Scott Jackson	Ordinary shares of US$0.01 each	ꟷ	ꟷ		23,483
Francis Cuss	Ordinary shares of US$0.01 each	ꟷ	ꟷ		23,483
George Stanley Golumbeski	Ordinary shares of US$0.01 each	ꟷ	ꟷ		15,334
Benjamin Hickey	Ordinary shares of US$0.01 each	ꟷ	ꟷ		23,483
Sachiyo Minegishi	Ordinary shares of US$0.01 each	ꟷ	ꟷ		15,335
TOTAL	-	43,622	0.25%		967,026

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.

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4.      OTHER INFORMATION

(a)      Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b)      Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

None

(c)      Attachments

Is a Supplemental Form 8 attached?	YES/NO
	No

Date of disclosure:	30 April 2025
Contact name:	Maiken Keson-Brookes
Telephone number:	+1 781 614 0239

Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.

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NOTES ON FORM 8.1(a) and (b)

1.         See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) of Part B of the Rules.

2.         See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.

3.      If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.

References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.

FAQ

What positions do directors hold in Mural Oncology (MURA) as of April 29, 2025?

Caroline Loew holds 43,622 shares (0.25%) and 865,908 stock options, while Scott Jackson, Francis Cuss, George Golumbeski, Benjamin Hickey, and Sachiyo Minegishi each hold stock options ranging from 15,334 to 23,483 units. Total director holdings are 43,622 shares and 967,026 stock options.

How many shares of MURA stock does CEO Caroline Loew own in 2025?

Caroline Loew owns 43,622 shares representing 0.25% of Mural Oncology's total issued share capital, plus 865,908 shares underlying outstanding stock options and other subscription rights.

What is disclosed in Mural Oncology's Form 8.1 opening position disclosure?

The Form 8.1 discloses that Mural Oncology (MURA) is the offeree in a potential transaction, with positions held as of April 29, 2025. The company reports NIL interests and short positions in relevant securities, with only director shareholdings being notable.

Are there any indemnity or option arrangements disclosed in MURA's Form 8.1?

No, the Form 8.1 explicitly states there are no indemnity or option arrangements, agreements, or understandings relating to relevant securities that could influence dealing decisions.

What is the total number of stock options held by MURA directors in 2025?

Mural Oncology directors collectively hold 967,026 stock options and other subscription rights, with CEO Caroline Loew holding the majority at 865,908 options.