KURA Form 4 — 48,900 PSUs Vest; 8,805 Shares Sold at $8.94

Rhea-AI Filing Summary

Teresa Brophy Bair, Chief Legal Officer and director of Kura Oncology, reported two transactions tied to performance-based restricted stock units. On September 27, 2025 1/6th of PSUs vested after the company determined that one specified development milestone was met, resulting in the acquisition of 48,900 shares at a $0 price and increasing her beneficial ownership to 156,848 shares. On September 29, 2025 she executed a sell-to-cover tax transaction, selling 8,805 shares at $8.9422 per share, leaving 148,043 shares beneficially owned. The Form 4 was signed by an attorney-in-fact, Thomas Doyle, on September 29, 2025.

Positive

• Transparent disclosure of PSU vesting and the sell-to-cover transaction, including quantities and prices
• Performance milestone achieved triggering vesting of PSUs, indicating progress on at least one development objective

Negative

• Reduction in beneficial ownership from 156,848 to 148,043 shares following the sell-to-cover transaction

Insights

Securities Analyst

TL;DR Insider received vested PSUs and completed a routine sell-to-cover tax sale; transactions are typical for executive equity compensation.

The reported acquisition of 48,900 common shares reflects the vesting of 1/6th of performance-based restricted stock units following the achievement of a specified development milestone on September 27, 2025. The subsequent sale of 8,805 shares at $8.9422 per share is identified as a sell-to-cover for taxes, a common mechanism executives use to satisfy withholding without additional cash outlay. The net change reduces beneficial holdings from 156,848 to 148,043 shares. These transactions are administrative and tied to compensation vesting rather than open-market purchases for investment or signaling of a change in conviction.

Corporate Governance Expert

TL;DR Vesting tied to milestone achievement and immediate sell-to-cover are standard governance-compliant actions for executive awards.

This filing documents the vesting conditions and tax-related disposition for a senior officer’s PSUs granted May 31, 2023. The disclosure clearly identifies the performance criterion triggering vesting and the portion vested (1/6th). The use of an attorney-in-fact to sign the Form 4 is properly disclosed. From a governance perspective, the form provides the necessary transparency on insider holdings and the mechanics of the sale; there is no indication of unusual or non-compliant activity in the report itself.

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^*

Bair Teresa Brophy

(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 Legal 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	A	$0	156,848	D
Common Stock	09/29/2025		S(1)		8,805	D	$8.9422	148,043	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 Teresa Bair	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.
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FAQ

What insider filed the Form 4 for KURA?

The reporting person is Teresa Brophy Bair, Chief Legal Officer and director of Kura Oncology (KURA).

What triggered the share acquisition reported on the Form 4?

The acquisition of 48,900 shares on September 27, 2025 resulted from the vesting of 1/6th of performance-based restricted stock units after a specified development milestone was met.

How many shares were sold and at what price?

On September 29, 2025 the filing reports a sell-to-cover of 8,805 shares at $8.9422 per share.

What is the reporting person’s beneficial ownership after these transactions?

Following the transactions the reporting person beneficially owns 148,043 shares.

Who signed the Form 4?

The Form 4 was signed by Thomas Doyle, attorney-in-fact, for Teresa Bair on September 29, 2025.