OnKure expands equity plan and elects directors

OnKure Therapeutics held its 2026 annual stockholder meeting and approved amendments to its 2024 Equity Incentive Plan.

Accepted by SEC EDGAR 06/04/2026 - 04:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

OnKure Therapeutics held its 2026 annual stockholder meeting and approved amendments to its 2024 Equity Incentive Plan. The plan now includes a one-time increase of 3,231,638 shares of common stock, described as approximately 8% of outstanding shares, reserved for equity awards.

The annual “evergreen” feature will continue to add up to 5% of outstanding shares each year, but the prior numerical cap of 2,407,100 shares has been removed, and the number of shares eligible for incentive stock options is now limited. Shareholders also elected three Class II directors to serve until the 2029 annual meeting, ratified KPMG LLP as independent auditor for 2026, and formally approved the amended and restated 2024 Equity Incentive Plan.

Insights

Equity compensation and governance analyst

OnKure expands equity plan capacity while reaffirming board and auditor.

The amended 2024 Equity Incentive Plan adds 3,231,638 shares, about 8% of outstanding shares, to the pool for employee and director equity awards. The evergreen mechanism remains at 5% of outstanding shares annually, but the prior fixed share cap is removed, giving the plan more structural flexibility.

Shareholders approved these changes with 16,431,575 votes in favor versus 3,490,523 against, indicating some dilution sensitivity but overall support. They also re-elected three Class II directors through the 2029 annual meeting and ratified KPMG LLP as auditor for the year ending December 31, 2026, signaling continuity in governance and external oversight.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 3,231,638 shares Evergreen annual increase: 5% of outstanding shares Former evergreen share cap: 2,407,100 shares +5 more

8 metrics

Equity plan share increase 3,231,638 shares One-time increase, about 8% of outstanding shares

Evergreen annual increase 5% of outstanding shares Annual increase rate under amended 2024 Equity Incentive Plan

Former evergreen share cap 2,407,100 shares Prior annual limit, removed in the amended plan

Plan approval votes for 16,431,575 shares Votes supporting amended and restated 2024 Equity Incentive Plan

Plan approval votes against 3,490,523 shares Votes against amended and restated 2024 Equity Incentive Plan

Auditor ratification votes for 25,329,425 shares Votes supporting KPMG LLP as 2026 independent auditor

Carruthers votes for 19,776,757 shares Votes for Class II director R. Michael Carruthers

Mathers votes for 19,855,396 shares Votes for Class II director Edward T. Mathers

Key Terms

evergreen provision, incentive stock options, independent registered public accounting firm, broker non-votes, +1 more

5 terms

evergreen provision financial

"an amendment to the annual “evergreen” provision to remove the annual limit of 2,407,100 shares"

An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.

incentive stock options financial

"and (3) limiting the number of shares that can be issued as incentive stock options under the plan"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

independent registered public accounting firm regulatory

"the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"R. Michael Carruthers ... 147,236 ... 5,466,123 Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Amended and Restated 2024 Equity Incentive Plan financial

"The stockholders approved the amendment and restatement of the Company’s 2024 Equity Incentive Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did OnKure Therapeutics (OKUR) change in its 2024 Equity Incentive Plan?

OnKure amended its 2024 Equity Incentive Plan to add 3,231,638 shares, about 8% of outstanding shares, to the award pool. It kept the annual evergreen increase at 5% of outstanding shares, removed a 2,407,100-share annual limit, and capped incentive stock option issuances.

How many new shares did OnKure (OKUR) reserve for equity awards?

The company reserved an additional 3,231,638 shares of common stock for issuance under its amended 2024 Equity Incentive Plan. This one-time increase is described as approximately 8% of OnKure’s outstanding shares, expanding the pool available for future stock-based compensation grants.

Did OnKure shareholders approve the amended 2024 Equity Incentive Plan?

Yes. Shareholders approved the amended and restated 2024 Equity Incentive Plan with 16,431,575 votes for, 3,490,523 against, and 1,895 abstentions, plus 5,466,123 broker non-votes. This approval allows the company to implement the revised share reserve and evergreen provisions.

Which directors were elected at OnKure’s 2026 Annual Meeting?

Shareholders elected R. Michael Carruthers, Valerie M. Jansen, M.D., Ph.D., and Edward T. Mathers as Class II directors. Each is set to serve on the board until the 2029 Annual Meeting of Stockholders and until a respective successor is elected and qualified, subject to company bylaws.

Who is OnKure Therapeutics’ independent auditor for 2026?

Shareholders ratified KPMG LLP as OnKure’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote totaled 25,329,425 shares for, 60,370 against, and 321 abstentions, with no broker non-votes reported on this proposal.

How did shareholders vote on OnKure’s director nominees?

For Class II directors, R. Michael Carruthers received 19,776,757 votes for and 147,236 withheld. Valerie M. Jansen received 17,796,919 votes for and 2,127,074 withheld. Edward T. Mathers received 19,855,396 votes for and 68,597 withheld. Each proposal had 5,466,123 broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false000163771500016377152026-06-032026-06-03

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 03, 2026

OnKure Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-40315	47-2309515
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
6707 Winchester Circle, #400
Boulder, Colorado				80301
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (720) 307-2892

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		OKUR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnKure Therapeutics, Inc. (the “Company”) amended and restated its 2024 Equity Incentive Plan (the “A&R 2024 Plan”), effective as of June 3, 2026 upon approval by the stockholders of the Company at the Annual Meeting (as defined below).

The amendments to the Company’s 2024 Equity Incentive Plan included (1) a one-time increase to the number of shares of common stock reserved for issuance by approximately 8% of the Company’s outstanding shares (3,231,638 shares), (2) an amendment to the annual “evergreen” provision to remove the annual limit of 2,407,100 shares (which, prior to the 1:10 reverse stock split effected on October 4, 2024, had been 24,071,000 shares), while maintaining the annual increase at 5% of the Company’s outstanding shares, and (3) limiting the number of shares that can be issued as incentive stock options under the plan.

The material terms of the A&R 2024 Plan are described in “Proposal No. 3: Approval of the OnKure Therapeutics, Inc. Amended and Restated 2024 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 21, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.

The foregoing description of the A&R 2024 Plan is qualified in its entirety by reference to the text of the A&R 2024 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 3, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Proxy Statement.

Proposal No. 1: Election of Directors

R. Michael Carruthers, Valerie M. Jansen, M.D., Ph.D. and Edward T. Mathers were each elected to serve as a Class II director of the Company’s Board of Directors until the 2029 Annual Meeting of Stockholders and until their respective successors are elected and qualified, by the following votes:

Nominee		For		Withheld		Broker Non-Votes
R. Michael Carruthers		19,776,757		147,236		5,466,123
Valerie M. Jansen, M.D., Ph.D.		17,796,919		2,127,074		5,466,123
Edward T. Mathers		19,855,396		68,597		5,466,123

Proposal No. 2: Ratification of the Selection of Independent Registered Public Accounting Firm

The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the following votes:

For		Against		Abstentions		Broker Non-Votes
25,329,425		60,370		321		-

Proposal No. 3: Approval of the Amended and Restated 2024 Equity Incentive Plan

The stockholders approved the amendment and restatement of the Company’s 2024 Equity Incentive Plan, by the following votes:

For		Against		Abstentions		Broker Non-Votes
16,431,575		3,490,523		1,895		5,466,123

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amended and Restated 2024 Equity Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ONKURE THERAPEUTICS, INC.
Date:	June 4, 2026	By:	/s/ Jason Leverone
			Name: Jason Leverone Title: Chief Financial Officer

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 226.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.3 KB