OKUR director granted 4,125 fully vested RSUs on 09/30/2025

Rhea-AI Filing Summary

Edward T. Mathers, a director of OnKure Therapeutics, Inc. (OKUR), acquired 4,125 fully vested restricted stock units (RSUs) on 09/30/2025 in lieu of a quarterly cash retainer under the company's Outside Director Compensation Policy. Each RSU converts into one share of Class A Common Stock. After the reported transaction, the reporting person beneficially owns 11,399 shares. The Form 4 was filed as a single reporting-person filing and bears a signature by an attorney-in-fact dated 10/02/2025.

Positive

• 4,125 RSUs were granted and are fully vested, converting 1:1 to shares
• RSU grant was issued in lieu of a quarterly cash retainer, showing compensation alignment with equity
• Reporting person’s beneficial ownership increased to 11,399 shares

Negative

• None.

Insights

Corporate Governance Expert

Director compensation converted to equity increases alignment with shareholders.

The filing shows 4,125 RSUs granted to Edward T. Mathers on 09/30/2025, issued in lieu of a cash retainer. Because the RSUs are fully vested and convert 1:1 into Class A Common Stock, the grant immediately increases the director's equity stake to 11,399 shares.

This is a routine disclosures for Section 16 filers and signals use of equity-based pay for outside directors rather than cash for that quarter.

Compensation Analyst

Award represents a quarterly director retainer paid as equity, not a performance grant.

The Explanation states the RSUs were granted "in lieu of a quarterly cash retainer," indicating this is compensation substitution rather than a new long-term incentive award. The RSUs are fully vested, so there are no vesting contingencies disclosed that would delay conversion into shares.

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

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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^*

Mathers Edward T

(Last) (First) (Middle)

104 5TH AVE

19TH FLOOR

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OnKure Therapeutics, Inc. [ OKUR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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
Class A Common Stock	09/30/2025		A		4,125(1)	A	$0.00	11,399	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. These securities are fully vested restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs were granted to the Reporting Person in lieu of a quarterly cash retainer, at the election of the Reporting Person, under the Issuer's Outside Director Compensation Policy.

	/s/ Zachary Bambach, attorney-in-fact	10/02/2025
	** 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.

FAQ

What transaction did Edward T. Mathers report on Form 4 for OKUR?

He reported acquiring 4,125 fully vested restricted stock units (RSUs) on 09/30/2025 under the Outside Director Compensation Policy.

How many shares does the reporting person own after the transaction for OKUR?

The filing shows beneficial ownership of 11,399 shares following the reported transaction.

Were the RSUs subject to vesting or performance conditions according to the Form 4?

The Form 4 states the RSUs are fully vested and each RSU represents a contingent right to one share; no additional vesting or performance conditions are disclosed.

Why were the RSUs granted to the reporting person?

The Explanation notes the RSUs were granted in lieu of a quarterly cash retainer, at the election of the reporting person.

When was the Form 4 signed and filed for this OKUR transaction?

The signature block shows an attorney-in-fact signed the form on 10/02/2025.