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OnKure Therapeutics (OKUR) reprices executive stock options and grants 150,000 new options

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OnKure Therapeutics, Inc. reported that President and CEO Nicholas A. Saccomano received a grant of stock options for 150,000 shares of Class A Common Stock on August 7, 2026, with an exercise price of $4.14 per share and vesting in equal monthly installments over 48 months starting September 7, 2026, subject to continued service.

The company also implemented a one-time stock option repricing effective August 7, 2026 for options with exercise prices of at least $10.00 per share. Several of the CEO’s existing options with exercise prices of $21.20, $13.99, and $18.20 per share were reported as dispositions to the issuer and regrants at an amended exercise price of $4.14 per share. Footnotes state that there was no change to the vesting schedules, expiration dates, or number of shares underlying the repriced options, and that a "Retention Period" runs from August 7, 2026 until the earlier of February 7, 2028 or a Change in Control, during which early exercise of repriced options requires payment of the original higher exercise price.

Positive

  • None.

Negative

  • None.
Insider Saccomano Nicholas A
Role President and CEO
Type Security Shares Price Value
Grant/Award Employee Stock Option (right to buy) F1 150,000 $0.00 $0.00
Disposition Employee Stock Option (right to buy) F3, F4, F2 2,359 -- --
Grant/Award Employee Stock Option (right to buy) F3, F4, F2 2,359 -- --
Disposition Employee Stock Option (right to buy) F3, F4, F5 1,485 -- --
Grant/Award Employee Stock Option (right to buy) F3, F4, F5 1,485 -- --
Disposition Employee Stock Option (right to buy) F3, F4, F2 8,449 -- --
Grant/Award Employee Stock Option (right to buy) F3, F4, F2 8,449 -- --
Disposition Employee Stock Option (right to buy) F3, F4, F2 16,898 -- --
Grant/Award Employee Stock Option (right to buy) F3, F4, F2 16,898 -- --
Disposition Employee Stock Option (right to buy) F3, F4, F6 542,232 -- --
Grant/Award Employee Stock Option (right to buy) F3, F4, F6 542,232 -- --
Holdings After Transaction: Employee Stock Option (right to buy) — 721,423 shares (Direct)
Footnotes (6)
  1. F1. 1/48th of the shares subject to the option shall vest on September 7, 2026 and each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
  2. F2. All of the shares subject to this option are fully vested and exercisable as of the date hereof.
  3. F3. The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on August 7, 2026 (the "Effective Date"). The Option Repricing applies to options with exercise prices equal to or greater than $10.00 per share held by all continuing employees and certain other service providers of the Issuer as of the Effective Date.
  4. F4. Pursuant to the Option Repricing, the exercise price of the repriced options, including the reported option, has been amended to reduce the exercise price to $4.14 per share, the closing price of the Issuer's Class A Common Stock on the Effective Date. However, if an option holder exercises a repriced option before the end of a "Retention Period" through which the option holder must remain in service to the Issuer, then the option holder will be required to pay a premium exercise price that is equal to the original exercise price per share of such option. The "Retention Period" begins on the Effective Date of the Option Repricing and ends on the earliest to occur of the following: (i) February 7, 2028 or (ii) a Change in Control, as defined in the Issuer's 2021 Stock Incentive Plan or 2024 Equity Incentive Plan (as applicable). There was no change to the vesting schedules, expiration dates or number of shares underlying the repriced options.
  5. F5. 1/48th of the shares subject to the option vested on May 1, 2023 and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
  6. F6. 1/36th of the shares subject to the option vested on November 4, 2024 and 1/36th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
New option grant 150,000 shares Options for Class A Common Stock granted to CEO on August 7, 2026
New exercise price $4.14 per share Exercise price for new CEO grant and repriced options
Repricing threshold $10.00 per share Applies to options with exercise prices equal to or greater than this level
Original exercise price $21.20 per share One of the CEO’s options subject to repricing and regrant
Original exercise price $13.99 per share Several CEO options subject to repricing and regrant
Original exercise price $18.20 per share CEO option subject to repricing and regrant
Retention Period end date February 7, 2028 Latest date through which premium exercise price may apply before Change in Control
Option grant expiration August 6, 2036 Expiration date for the new 150,000-share CEO option grant
Option Repricing financial
"The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing")"
Retention Period financial
"the option holder will be required to pay a premium exercise price ... through which the option holder must remain in service to the Issuer"
Change in Control financial
"ends on the earliest to occur of the following: (i) February 7, 2028 or (ii) a Change in Control"
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.
Class A Common Stock financial
"the closing price of the Issuer's Class A Common Stock on the Effective Date"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
fully vested and exercisable financial
"All of the shares subject to this option are fully vested and exercisable as of the date hereof"

FAQ

What stock option grant did OKUR’s CEO receive on August 7, 2026?

Nicholas A. Saccomano received of Class A Common Stock at an exercise price of $4.14 per share, vesting in 48 equal monthly installments starting September 7, 2026, subject to continued service.

What is the one-time option repricing disclosed by OnKure Therapeutics (OKUR)?

OnKure implemented a one-time stock option repricing effective August 7, 2026 for options with exercise prices of $10.00 or more per share, reducing the exercise price of affected options, including the CEO’s, to $4.14 per share.

How were Nicholas Saccomano’s existing OKUR options affected by the repricing?

Certain fully vested options with exercise prices of $21.20, $13.99, and $18.20 per share were reported as dispositions and regranted at an amended exercise price of $4.14, with no change to vesting schedules, expiration dates, or share counts.

Were any of the repriced OKUR options unvested as of the Form 4 date?

Footnotes state that some options are already fully vested and exercisable, while others continue vesting monthly under prior schedules (for example, 1/48th or 1/36th monthly), with those vesting terms unchanged by the repricing.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Saccomano Nicholas A

(Last)(First)(Middle)
C/O ONKURE THERAPEUTICS, INC.
6707 WINCHESTER CIRCLE, SUITE 400

(Street)
BOULDER COLORADO 80301

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
OnKure Therapeutics, Inc. [ OKUR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)$4.1408/07/2026A150,000 (1)08/06/2036Class A Common Stock150,000$0150,000D
Employee Stock Option (right to buy)$21.208/07/2026D2,359 (2)01/10/2032Class A Common Stock2,359(3)(4)0D
Employee Stock Option (right to buy)$4.1408/07/2026A2,359 (2)01/03/2032Class A Common Stock2,359(3)(4)2,359D
Employee Stock Option (right to buy)$13.9908/07/2026D1,485 (5)08/29/2033Class A Common Stock1,485(3)(4)0D
Employee Stock Option (right to buy)$4.1408/07/2026A1,485 (5)08/29/2033Class A Common Stock1,485(3)(4)1,485D
Employee Stock Option (right to buy)$13.9908/07/2026D8,449 (2)10/14/2033Class A Common Stock8,449(3)(4)0D
Employee Stock Option (right to buy)$4.1408/07/2026A8,449 (2)10/14/2033Class A Common Stock8,449(3)(4)8,449D
Employee Stock Option (right to buy)$13.9908/07/2026D16,898 (2)10/14/2033Class A Common Stock16,898(3)(4)0D
Employee Stock Option (right to buy)$4.1408/07/2026A16,898 (2)10/14/2033Class A Common Stock16,898(3)(4)16,898D
Employee Stock Option (right to buy)$18.208/07/2026D542,232 (6)10/03/2034Class A Common Stock542,232(3)(4)0D
Employee Stock Option (right to buy)$4.1408/07/2026A542,232 (6)10/03/2034Class A Common Stock542,232(3)(4)542,232D
Explanation of Responses:
1. 1/48th of the shares subject to the option shall vest on September 7, 2026 and each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
2. All of the shares subject to this option are fully vested and exercisable as of the date hereof.
3. The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on August 7, 2026 (the "Effective Date"). The Option Repricing applies to options with exercise prices equal to or greater than $10.00 per share held by all continuing employees and certain other service providers of the Issuer as of the Effective Date.
4. Pursuant to the Option Repricing, the exercise price of the repriced options, including the reported option, has been amended to reduce the exercise price to $4.14 per share, the closing price of the Issuer's Class A Common Stock on the Effective Date. However, if an option holder exercises a repriced option before the end of a "Retention Period" through which the option holder must remain in service to the Issuer, then the option holder will be required to pay a premium exercise price that is equal to the original exercise price per share of such option. The "Retention Period" begins on the Effective Date of the Option Repricing and ends on the earliest to occur of the following: (i) February 7, 2028 or (ii) a Change in Control, as defined in the Issuer's 2021 Stock Incentive Plan or 2024 Equity Incentive Plan (as applicable). There was no change to the vesting schedules, expiration dates or number of shares underlying the repriced options.
5. 1/48th of the shares subject to the option vested on May 1, 2023 and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
6. 1/36th of the shares subject to the option vested on November 4, 2024 and 1/36th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
/s/ Rogan Nunn, by power of attorney08/11/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)