KURA Form 4: CEO Troy Wilson vests 182,500 shares, sells 36,615 to cover taxes

Rhea-AI Filing Summary

Troy E. Wilson, President and CEO and a director of Kura Oncology (KURA), reported the vesting of performance-based restricted stock units and a related sell-to-cover tax sale. On 09/27/2025 182,500 shares were acquired upon the vesting of 1/6th of PSUs granted May 31, 2023 (price reported $0). On 09/29/2025 the reporting person sold 36,615 shares at $8.9422 per share to cover taxes, leaving 246,853 shares held directly. The filing also shows 279,194 shares held indirectly by One Fish Two Fish Revocable Trust and 300,000 shares held indirectly by Lorax Charitable Remainder Unitrust.

Positive

• 182,500 shares vested from PSUs, increasing the reporting person's direct ownership
• Sell-to-cover transaction (36,615 shares at $8.9422) explicitly disclosed as tax-related
• Direct ownership of 246,853 shares after transactions, plus substantial indirect holdings (279,194 and 300,000 shares) disclosed

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive vesting with a sell-to-cover tax sale; increases direct stake while some shares were sold to meet tax obligations.

The filing documents the vesting of performance-based restricted stock units that converted into 182,500 shares and a contemporaneous sell-to-cover of 36,615 shares at $8.9422 to satisfy tax withholding. Net direct ownership after these transactions is 246,853 shares. This is a standard post-vesting liquidity action rather than an open-market disposition for diversification or cash needs. The disclosure of substantial indirect holdings via two trusts (279,194 and 300,000 shares) is relevant for assessing total insider alignment with shareholders.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard Section 16 reporting; shows executive compensation vesting and routine tax-related sale.

The Form 4 clearly states the performance condition triggering vesting (one milestone achieved) and documents the sell-to-cover mechanism used to satisfy tax obligations on the vested shares. The presence of significant indirect holdings through a revocable trust and a charitable remainder unitrust should be noted by governance reviewers when evaluating insider ownership structure and related-party arrangements. No unusual transfers or unexplained dispositions are reported.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WILSON TROY EDWARD

(Last) (First) (Middle)

C/O KURA ONCOLOGY, INC.

12730 HIGH BLUFF DRIVE, SUITE 400

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kura Oncology, Inc. [ KURA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/27/2025		A		182,500	A	$0	283,468	D
Common Stock	09/29/2025		S(1)		36,615	D	$8.9422	246,853	D
Common Stock								279,194	I	by One Fish Two Fish Revocable Trust
Common Stock								300,000	I	by Lorax Charitable Remainder Unitrust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Sell-to-cover for taxes associated with the vesting of 1/6th of the underlying shares of performance-based restricted stock units ("PSUs") granted to the Reporting Person on May 31, 2023. Each PSU represents the contingent right to receive one share of the Issuer's common stock based on the achievement of each of three specified development milestones, and the one-year anniversary of each milestone achievement, subject to the Reporting Person's continuous service on each corresponding vesting date. The performance criteria for one specified development milestone was determined to be met on September 27, 2025, resulting in the vesting of 1/6th of the underlying shares.

	Thomas Doyle, Attorney-in-fact for Troy E. Wilson	09/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What shares did Troy E. Wilson acquire according to the Form 4 for KURA?

The Form 4 reports the vesting acquisition of 182,500 shares on 09/27/2025 from performance-based restricted stock units.

Did the reporting person sell any KURA shares and why?

Yes. On 09/29/2025 the filing shows a sale of 36,615 shares at $8.9422 described as a sell-to-cover for taxes associated with the PSU vesting.

How many KURA shares does the reporting person hold directly after these transactions?

The Form 4 shows 246,853 shares held directly by the reporting person following the reported transactions.

Are there indirect holdings disclosed for the reporting person in the KURA filing?

Yes. The filing discloses 279,194 shares indirectly held by One Fish Two Fish Revocable Trust and 300,000 shares indirectly held by Lorax Charitable Remainder Unitrust.

What triggered the vesting of the PSUs reported on KURA's Form 4?

The filing states the vesting occurred because the performance criteria for one specified development milestone was determined to be met on 09/27/2025, resulting in vesting of 1/6th of the underlying shares.