Kura Oncology Insider Filing: PSU Vesting and Sell-to-Cover by COO Ford

Rhea-AI Filing Summary

Kathleen Ford, Chief Operating Officer of Kura Oncology (KURA), reported the vesting of performance-based restricted stock units after one development milestone was met on 09/27/2025. The filing shows acquisition by vesting of 48,900 shares (price $0) which increased her beneficial ownership to 70,267 shares, followed by a sell-to-cover transaction of 6,892 shares on 09/29/2025 at $8.9422 per share, leaving 63,375 shares beneficially owned. The sale is disclosed as tax withholding related to the vesting of 1/6th of the underlying PSUs from a grant dated 05/31/2023.

Insights

Corporate Governance Expert

TL;DR: Routine insider disclosure showing PSU vesting after a milestone and a sell-to-cover tax sale; not a material change to control.

The Form 4 documents a standard executive equity event: one of three performance milestones was met, triggering the vesting of 1/6th of PSUs granted in May 2023. The officer acquired 48,900 shares upon vesting and promptly executed a sell-to-cover of 6,892 shares to satisfy tax obligations. This disclosure is consistent with typical executive compensation mechanics and provides transparent record of the change in beneficial ownership.

Compensation Analyst

TL;DR: PSU milestone achievement converted contingent awards to stock; limited dilution impact due to sell-to-cover.

The filing clarifies that each PSU converts to one common share upon milestone satisfaction and subsequent vesting events are staggered across three milestones and anniversary conditions. The immediate sell-to-cover at $8.9422 reduced the executive's post-vesting holding from 70,267 to 63,375 shares. The transaction reflects tax-withholding practice rather than a discretionary cash-raising sale, and the numbers allow assessment of the realized tax withholding magnitude relative to the vested tranche.

Insider Trade Summary

Net Buyer: 42,008 shares

Net Buy 2 txns

Insider FORD KATHLEEN

Role Chief Operating Officer

Sold 6,892 shs ($62K)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,892	$8.9422	$62K
Grant/Award	Common Stock	48,900	$0.00	$0.00

Holdings After Transaction: Common Stock — 63,375 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

What transactions did Kathleen Ford report on KURA Form 4?

The Form 4 reports the vesting/acquisition of 48,900 shares on 09/27/2025 and a sell-to-cover of 6,892 shares on 09/29/2025 at $8.9422 per share.

Why were shares sold on 09/29/2025 according to the filing?

The sale was a sell-to-cover to satisfy taxes associated with the vesting of 1/6th of the underlying PSUs granted on 05/31/2023.

How many KURA shares does Kathleen Ford beneficially own after these transactions?

After the reported transactions, the filing shows she beneficially owned 63,375 shares.

What triggered the vesting of the PSUs reported in this Form 4?

The vesting was triggered by the determination that one specified development milestone was achieved on 09/27/2025, causing 1/6th of the underlying PSU shares to vest.

When were the PSUs originally granted?

The PSUs were granted on 05/31/2023 according to the Form 4 explanation.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/29/2025 - 07:30 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

FORD KATHLEEN

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

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		48,900	D	$0	70,267	D
Common Stock	09/29/2025		S(1)		6,892	D	$8.9422	63,375	D

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 Kathleen Ford	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.