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OnKure Therapeutics (OKUR) cuts underwater option strikes to $4.14 with retention lock

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

OnKure Therapeutics, Inc. approved an option repricing effective August 7, 2026, resetting the exercise price of certain underwater employee and consultant stock options granted before January 1, 2025 to $4.14 per share, the Class A common stock closing price on the effective date. The change covers approximately 1.7 million shares with prior exercise prices at or above $10.00, including sizeable grants held by the CEO, CMO, and CFO. Vesting schedules, terms, and share counts are unchanged, and a retention requirement of 18 months for senior management and one year for other participants applies; exercising before meeting this requirement triggers a premium exercise price equal to the original strike. The board states the structure is intended to refresh performance and retention incentives while avoiding additional stock dilution or cash compensation costs.

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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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New exercise price $4.14 per share Reset price for repriced Eligible Options, based on August 7, 2026 closing price
Repriced options total Approximately 1.7 million Shares Total shares underlying all repriced options
Eligibility threshold $10.00 per Share Minimum original exercise price for options to qualify for repricing
CEO repriced options 571,423 Shares Eligible Options held by CEO Nicholas A. Saccomano, Ph.D.
CMO repriced options 149,984 Shares Eligible Options held by CMO Samuel Agresta, M.D.
CFO repriced options 141,714 Shares Eligible Options held by CFO Jason Leverone, C.P.A.
Options above threshold Approximately 40% Portion of outstanding stock options with exercise prices above $10.00
Senior management retention period 18 months Required continued service period after August 7, 2026 for certain senior management
option repricing financial
"the Board of OnKure Therapeutics, Inc. approved an option repricing"
underwater options financial
"Repricing of Certain Underwater Options"
retention requirement financial
"if the optionee exercises his or her repriced Eligible Option without achieving the retention requirement"
change in control financial
"if the Company’s change in control occurs while the optionee is providing services"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Equity Incentive Plan financial
"under the Company’s 2024 Equity Incentive Plan or the Company’s 2021 Stock Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

What did OnKure Therapeutics (OKUR) change in its stock options on August 7, 2026?
OnKure reset certain underwater stock options’ exercise price to $4.14 per share, matching the Class A common stock closing price on August 7, 2026, while keeping vesting, terms, and share counts the same but adding a retention-based pricing condition.

How many OnKure (OKUR) stock options were affected by the repricing?
The repricing covered options over approximately 1.7 million shares with original exercise prices from $13.99 to $24.59. The company notes that about 40% of options under its 2021 and 2024 plans had exercise prices above the $10.00 eligibility threshold.

Which OnKure (OKUR) executives had options repriced and in what amounts?
Repriced Eligible Options included 571,423 shares for CEO Nicholas A. Saccomano, 149,984 shares for CMO Samuel Agresta, and 141,714 shares for CFO Jason Leverone, all previously carrying exercise prices between $13.99 and $21.20 per share.

What is the new exercise price for OnKure (OKUR) repriced options?
The new exercise price for repriced Eligible Options is $4.14 per share, equal to the Class A common stock closing price on August 7, 2026, provided the holder satisfies the applicable retention requirement before exercising.

What is the retention requirement tied to OnKure (OKUR) repriced options?
The retention requirement generally requires continued service for 18 months after August 7, 2026 for specified senior management, including named executive officers, and one year for other participants, with certain exceptions for change in control, death, or disability.

What happens if an OnKure (OKUR) option holder exercises before meeting the retention requirement?
If a repriced Eligible Option is exercised before the holder meets the retention requirement, the holder must pay a premium exercise price equal to the option’s original exercise price per share, rather than the reset $4.14 price.

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Understanding 8-K Material Events →
false000163771500016377152026-08-072026-08-07

 

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): August 07, 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.

 

(e) Repricing of Certain Underwater Options

 

On August 7, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of OnKure Therapeutics, Inc. (the “Company”) approved an option repricing. The repricing generally applied to all outstanding and unexercised stock options to purchase shares of the Company’s Class A common stock (“Shares”) granted prior to January 1, 2025, under the Company’s 2024 Equity Incentive Plan or the Company’s 2021 Stock Incentive Plan (each, a “Plan”), with an exercise price per Share equal to or greater than $10.00, held by certain employees and consultants (such options, the “Eligible Options”), including each of the Company’s named executive officers, as of the Effective Date.

 

The options held by the Company’s named executive officers that were repriced included Eligible Options covering an aggregate of 571,423 Shares held by Nicholas A. Saccomano, Ph.D., the Company’s President and Chief Executive Officer (with exercise prices immediately prior to such repricing (“original exercise prices”) ranging from $13.99 to $21.20 per Share), Eligible Options covering an aggregate of 149,984 Shares held by Samuel Agresta, M.D., the Company’s Chief Medical Officer (with original exercise prices ranging from $13.99 to $18.20 per Share), and Eligible Options covering an aggregate of 141,714 Shares held by Jason Leverone, C.P.A., the Company’s Chief Financial Officer (with original exercise prices ranging from $13.99 to $21.20 per Share).

 

The new exercise price per Share for repriced options is $4.14, the closing price of the Company’s Class A common stock on the Effective Date. However, if the optionee exercises his or her repriced Eligible Option without achieving the retention requirement (as defined below), such optionee will be required to pay a premium exercise price that is equal to the original exercise price per Share of such Eligible Option. There were no changes made to any Eligible Options’ term to expiration, vesting criteria, or underlying number of shares, and each repriced Eligible Option remains subject to the terms of the applicable Plan and award agreement. For purposes of the repricing, the retention requirement refers to the optionee being required to remain a service provider through (i) the date 18 months following the Effective Date, in the case of certain members of senior management including each of the Company’s named executive officers, or (ii) the one-year anniversary of the Effective Date, in the case of other employees or service providers. However, the retention requirement nonetheless will be considered satisfied for an optionee if, before the expiration of such applicable period, (a) the Company’s change in control (as defined in the Plan applicable to the optionee’s repriced option) occurs while the optionee is providing services or (b) the optionee’s service terminates due to his or her death or disability.

 

The Board approved the option repricing, following recommendation from the Board’s Compensation Committee (the “Committee”) and the Board and Committee’s careful consideration of various alternatives, review of other relevant factors, and input and advice from the Committee’s compensation consultant. The repricing, including the retention requirement, was designed with the objectives of providing appropriate performance and retention incentives to holders of Eligible Options to continue to work in the best interests of the Company and its stockholders, without the Company incurring stock dilution that could have resulted from significant additional equity grants, or significant cash expenditures that could have resulted from additional cash compensation. As of immediately prior to the repricing, approximately 40% of outstanding stock options granted under the Plans had exercise prices per Share above the $10.00 threshold for participation in the repricing. The total number of Shares underlying all repriced options was approximately 1.7 million Shares. The repriced options had original exercise prices ranging from $13.99 to $24.59 per Share.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

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:

August 12, 2026

By:

/s/ Jason Leverone

 

 

 

Name: Jason Leverone
Title: Chief Financial Officer

 

Source: View Original Filing on SEC EDGAR

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