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OnKure Therapeutics (OKUR) reprices 137,603 CSO options and grants 50,000 new

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OnKure Therapeutics, Inc. reported equity compensation changes for Chief Scientific Officer Dylan Hartley involving stock options on Class A Common Stock. Hartley received a new grant of 50,000 employee stock options with an exercise price of $4.14 per share, expiring on August 6, 2036; 1/48 of these options vest on September 7, 2026 and monthly thereafter, conditioned on continued service. In addition, a one-time Option Repricing effective August 7, 2026 applied to options with exercise prices at or above $10.00 held by continuing employees and certain service providers. In connection with this repricing, 137,603 options with a prior exercise price of $18.20 were reported as disposed to the issuer and a corresponding 137,603 options were granted back to Hartley with a revised exercise price of $4.14 per share, keeping the original vesting schedule (1/4 vested on June 9, 2025 and 1/48 vesting monthly thereafter), expiration date of October 3, 2034, and number of underlying shares unchanged. During a defined Retention Period starting August 7, 2026 and ending on the earlier of February 7, 2028 or a Change in Control, any early exercise of these repriced options requires paying the original higher exercise price rather than the reduced $4.14.

Positive

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Negative

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Insider Hartley Dylan
Role Chief Scientific 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 137,603 -- --
Grant/Award Employee Stock Option (right to buy) F3, F4, F2 137,603 -- --
Holdings After Transaction: Employee Stock Option (right to buy) — 187,603 shares (Direct)
Footnotes (4)
  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 June 9, 2025 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.
  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.
New option grant size 50,000 options Employee stock option grant to CSO with $4.14 exercise price, expiring August 6, 2036
New grant exercise price $4.14 per share Exercise price for 50,000 newly granted options on Class A Common Stock
Repriced options count 137,603 options Options subject to one-time Option Repricing for CSO
Original exercise price (repriced options) $18.20 per share Original exercise price for 137,603 options before Option Repricing
Repriced exercise price $4.14 per share Amended exercise price for 137,603 repriced options, equal to closing price on August 7, 2026
Repriced options expiration October 3, 2034 Expiration date for the 137,603 repriced options
Retention Period end date February 7, 2028 Latest possible end of Retention Period, unless a Change in Control occurs earlier
Option Repricing financial
"The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing")"
Retention Period financial
"The "Retention Period" begins on the Effective Date of the Option Repricing"
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.

FAQ

What stock option grant did OKUR's Chief Scientific Officer Dylan Hartley receive on August 7, 2026?
Dylan Hartley received a new grant of 50,000 employee stock options with an exercise price of $4.14 per share, expiring on August 6, 2036. Vesting is 1/48 on September 7, 2026 and monthly thereafter, subject to continued service.

How many OnKure (OKUR) options were repriced for Dylan Hartley and at what exercise price?
A total of 137,603 existing options held by Dylan Hartley were affected by an Option Repricing, reducing their exercise price to $4.14 per share from an original $18.20 per share, while keeping the same expiration date and number of underlying shares.

What is the vesting schedule for Dylan Hartley’s repriced OKUR stock options?
For the repriced 137,603 options, 1/4 vested on June 9, 2025 and 1/48 vest each month thereafter, contingent on Hartley continuing as a service provider through each vesting date. The Option Repricing did not change this vesting schedule.

What is the Retention Period described in OnKure (OKUR) Dylan Hartley’s Form 4 filing?
The Retention Period begins on August 7, 2026 and ends on the earlier of February 7, 2028 or a Change in Control. If Hartley exercises repriced options during this period, he must pay the original higher exercise price instead of the reduced $4.14.

How did the Option Repricing affect the terms of Dylan Hartley’s OKUR options beyond exercise price?
The Option Repricing did not change the vesting schedules, expiration dates, or number of shares underlying the repriced options. Only the exercise price was amended to $4.14 per share, with a Retention Period requiring the original price for early exercises.

Who was eligible for the Option Repricing referenced in the OnKure (OKUR) Form 4?
The Option Repricing applied to options with exercise prices of $10.00 per share or greater held by all continuing employees and certain other service providers of OnKure Therapeutics, Inc. as of the August 7, 2026 Effective Date.

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Form 4 Insider Transactions: What Each Field Means →
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*
Hartley Dylan
(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 Scientific 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)$18.208/07/2026D137,603 (2)10/03/2034Class A Common Stock137,603(3)(4)0D
Employee Stock Option (right to buy)$4.1408/07/2026A137,603 (2)10/03/2034Class A Common Stock137,603(3)(4)137,603D
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 June 9, 2025 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.
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.
/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)

Source: View Original Filing on SEC EDGAR