STOCK TITAN

OnKure Therapeutics (OKUR) resets executive stock option prices in broad repricing

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

OnKure Therapeutics, Inc. reported multiple stock option adjustments for Chief Medical Officer Samuel Agresta effective August 7, 2026. The company implemented a one-time Option Repricing for employee options with exercise prices at or above $10.00 per share, resetting the exercise price of affected options, including Mr. Agresta’s, to $4.14 per share, the closing price of the Class A Common Stock on the effective date. There was no change to vesting schedules, expiration dates or the number of underlying shares. A Retention Period applies: if a repriced option is exercised before the earlier of February 7, 2028 or a Change in Control, the holder must pay the original, higher exercise price; otherwise the reduced $4.14 exercise price applies.

Positive

  • None.

Negative

  • None.
Insider Agresta Samuel
Role Chief Medical 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 18,588 -- --
Grant/Award Employee Stock Option (right to buy) F3, F4, F2 18,588 -- --
Disposition Employee Stock Option (right to buy) F3, F4, F5 131,396 -- --
Grant/Award Employee Stock Option (right to buy) F3, F4, F5 131,396 -- --
Holdings After Transaction: Employee Stock Option (right to buy) — 199,984 shares (Direct)
Footnotes (5)
  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. 1/4th of the shares subject to the option vested on February 5, 2025 and 1/48th of the shares subject to the option vest on the first day of each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
  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. 1/36th 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 exercise price after repricing $4.14 per share Closing price of Class A Common Stock on August 7, 2026; reset exercise price for repriced options
Repriced option block 18,588 shares Employee Stock Option previously at $13.99 exercise price, now subject to $4.14 exercise price and Retention Period terms
Repriced option block 131,396 shares Employee Stock Option previously at $18.20 exercise price, now subject to $4.14 exercise price and Retention Period terms
New option grant size 50,000 shares Employee Stock Option grant with $4.14 exercise price, vesting monthly after September 7, 2026
Retention Period end date February 7, 2028 Latest date through which early exercise of repriced options requires paying original exercise price, absent a Change in Control
High-strike eligibility threshold $10.00 per share Minimum original exercise price for options to qualify for the one-time Option Repricing
Option Repricing financial
"The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing")"
Retention Period financial
"if an option holder exercises a repriced option before the end of a "Retention Period""
exercise price financial
"the exercise price of the repriced options, including the reported option, has been amended"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
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.
Employee Stock Option financial
"security_title": "Employee Stock Option (right to buy)""
An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

FAQ

What did OnKure Therapeutics (OKUR) disclose about Samuel Agresta’s stock options?

OnKure disclosed that Chief Medical Officer Samuel Agresta participated in a one-time Option Repricing effective August 7, 2026. His eligible options had their exercise prices reset to $4.14 per share, subject to specific vesting and retention conditions.

How many new or repriced options did Samuel Agresta receive at OnKure (OKUR)?

The filing reports option grants and repricings covering 50,000, 18,588, and 131,396 underlying shares of Class A Common Stock. The transactions reflect granting and repricing of existing employee stock options rather than open-market purchases or sales.

What is the new exercise price of repriced OnKure (OKUR) options for Samuel Agresta?

Repriced options, including those held by Samuel Agresta, now carry an exercise price of $4.14 per share. This corresponds to the closing price of OnKure’s Class A Common Stock on August 7, 2026, the effective date of the Option Repricing.

What happens if repriced OnKure (OKUR) options are exercised during the Retention Period?

If a holder exercises a repriced option during the Retention Period, they must pay the original exercise price, not $4.14. The Retention Period runs from August 7, 2026 until February 7, 2028 or an earlier Change in Control, whichever occurs first.

Did the OnKure (OKUR) option repricing change vesting schedules or share counts?

The company states that the Option Repricing did not change vesting schedules, expiration dates, or the number of shares underlying the repriced options. Only the exercise price terms, and related Retention Period conditions, were amended.

Which OnKure (OKUR) stock options were eligible for the Option Repricing?

The Option Repricing applied to outstanding options with exercise prices of $10.00 per share or more held by all continuing employees and certain other service providers of OnKure as of August 7, 2026, the effective date.

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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*
Agresta Samuel

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Medical 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)$13.9908/07/2026D18,588 (2)02/05/2034Class A Common Stock18,588(3)(4)0D
Employee Stock Option (right to buy)$4.1408/07/2026A18,588 (2)02/05/2034Class A Common Stock18,588(3)(4)18,588D
Employee Stock Option (right to buy)$18.208/07/2026D131,396 (5)10/03/2034Class A Common Stock131,396(3)(4)0D
Employee Stock Option (right to buy)$4.1408/07/2026A131,396 (5)10/03/2034Class A Common Stock131,396(3)(4)131,396D
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. 1/4th of the shares subject to the option vested on February 5, 2025 and 1/48th of the shares subject to the option vest on the first day of each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
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. 1/36th 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)