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OnKure Therapeutics (OKUR) reprices CFO stock options and adds 50,000-share grant

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

OnKure Therapeutics, Inc. reported that Chief Financial Officer Jason A. Leverone received a new option grant for 50,000 shares of Class A common stock at an exercise price of $4.14 per share, expiring in 2036. He also participated in a one-time option repricing, with previously granted options for 5,781, 5,322, and 130,611 shares surrendered to the issuer and concurrently regranted with a reduced exercise price of $4.14 per share, while maintaining the same vesting schedules, expiration dates, and number of underlying shares. Footnotes state that repriced options require paying the original higher exercise price if exercised before the end of a defined Retention Period.

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Insider Leverone Jason A.
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Employee Stock Option (right to buy) F1 50,000 $0.00 $0.00
Disposition Employee Stock Option (right to buy F3, F4, F2 5,781 -- --
Grant/Award Employee Stock Option (right to buy F3, F4, F2 5,781 -- --
Disposition Employee Stock Option (right to buy) F3, F4, F5 5,322 -- --
Grant/Award Employee Stock Option (right to buy) F3, F4, F5 5,322 -- --
Disposition Employee Stock Option (right to buy) F3, F4, F6 130,611 -- --
Grant/Award Employee Stock Option (right to buy) F3, F4, F6 130,611 -- --
Holdings After Transaction: Employee Stock Option (right to buy) — 185,933 shares (Direct); Employee Stock Option (right to buy — 5,781 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 50,000 shares at $4.14 Employee stock option granted to CFO on August 7, 2026, expiring August 6, 2036
Repriced options 1 5,781 shares from $21.20 to $4.14 Options expiring January 10, 2032 repriced under Option Repricing
Repriced options 2 5,322 shares from $13.99 to $4.14 Options expiring August 29, 2033 repriced under Option Repricing
Repriced options 3 130,611 shares from $18.20 to $4.14 Options expiring October 3, 2034 repriced under Option Repricing
Option Repricing financial
"The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing")"
Retention Period financial
"before the end of a "Retention Period" through which the option holder must remain in service"
premium exercise price financial
"the option holder will be required to pay a premium exercise price that is equal to the original exercise price"
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.

FAQ

What equity award did OnKure Therapeutics (OKUR) grant to its CFO?

OnKure granted CFO Jason A. Leverone an option for 50,000 shares of Class A common stock at an exercise price of $4.14 per share, expiring on August 6, 2036, with monthly vesting beginning September 7, 2026, contingent on continued service.

What is the stock option repricing disclosed by OnKure Therapeutics (OKUR)?

OnKure implemented a one-time Option Repricing effective August 7, 2026, lowering exercise prices to $4.14 for options at or above $10.00 per share held by continuing employees and certain service providers, including the CFO, without changing vesting schedules, expiration dates, or share amounts.

Which of the OnKure (OKUR) CFO’s options were repriced and to what level?

Options covering 5,781 shares at $21.20, 5,322 shares at $13.99, and 130,611 shares at $18.20 were returned to the issuer and concurrently regranted with a reduced exercise price of $4.14 per share, maintaining existing vesting and expiration terms.

How does the Retention Period affect repriced options at OnKure Therapeutics (OKUR)?

If a holder exercises a repriced option before the end of the Retention Period, they must pay a premium exercise price equal to the original higher exercise price. The Retention Period runs from August 7, 2026 until February 7, 2028 or an earlier qualifying Change in Control.

Do the repriced options for OnKure (OKUR) CFO change the number of shares underlying his awards?

The filing states there was no change to the number of shares underlying the repriced options. Only the exercise price was reduced to $4.14 per share, with vesting schedules and expiration dates remaining the same under the Option Repricing terms.

Are all of the repriced OnKure (OKUR) options for the CFO vested?

Footnotes state that certain options, such as those vesting monthly since May 1, 2023 and November 4, 2024, are fully vested and exercisable as of the reported date, while the new 50,000-share grant will vest monthly starting September 7, 2026, subject to continued service.

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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*
Leverone Jason A.

(Last)(First)(Middle)
C/O ONKURE THEREAPEUTICS, 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
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)$4.1408/07/2026A50,000 (1)08/06/2036Class A Common Stock50,000$050,000D
Employee Stock Option (right to buy$21.208/07/2026D5,781 (2)01/10/2032Class A Common Stock5,781(3)(4)0D
Employee Stock Option (right to buy$4.1408/07/2026A5,781 (2)01/10/2032Class A Common Stock5,781(3)(4)5,781D
Employee Stock Option (right to buy)$13.9908/07/2026D5,322 (5)08/29/2033Class A Common Stock5,322(3)(4)0D
Employee Stock Option (right to buy)$4.1408/07/2026A5,322 (5)08/29/2033Class A Common Stock5,322(3)(4)5,322D
Employee Stock Option (right to buy)$18.208/07/2026D130,611 (6)10/03/2034Class A Common Stock130,611(3)(4)0D
Employee Stock Option (right to buy)$4.1408/07/2026A130,611 (6)10/03/2034Class A Common Stock130,611(3)(4)130,611D
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)