ORIC Pharmaceuticals (NASDAQ: ORIC) renews $200M ATM offering

Rhea-AI Filing Summary

ORIC Pharmaceuticals, Inc. is offering up to $200.0 million of common shares through a renewed at-the-market program under its existing Sales Agreement with Jefferies LLC, supported by a new 2026 prospectus supplement under its automatic shelf registration.

The company previously sold 13,478,432 shares for approximately $139.7 million in gross proceeds under a 2024 prospectus supplement, and no further sales will occur under that earlier supplement. A legal opinion from Wilson Sonsini Goodrich & Rosati related to the new offering is filed as an exhibit.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 23, 2026

ORIC Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39269		47-1787157
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

240 E. Grand Ave, 2nd Floor

South San Francisco, CA 94080

(Address of principal executive offices, including zip code)

(650) 388-5600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		ORIC		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On May 6, 2021, ORIC Pharmaceuticals, Inc. (the “Company”) entered into an Open Market Sale Agreement^SM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), from time to time, through an “at the market offering” program under which Jefferies acts as sales agent. The Shares are issued pursuant to the Company’s effective shelf registration statement on Form S-3ASR (File No. 333-277829), filed on March 11, 2024, which became automatically effective upon filing with the Securities and Exchange Commission (the “SEC”). On March 11, 2024, the Company filed a prospectus supplement (the “2024 Prospectus Supplement”) with the SEC in connection with the offer and sale of up to $200.0 million of Shares pursuant to the Sales Agreement. As of February 23, 2026, the Company had sold 13,478,432 of Shares for gross proceeds of approximately $139.7 million, before deducting commissions to Jefferies and other expenses, under the 2024 Prospectus Supplement.

On February 26, 2026, the Company filed a prospectus supplement with the SEC in connection with the offer and sale of up to $200.0 million of Shares pursuant to the Sales Agreement (the “2026 Prospectus Supplement”). No further sales of shares will be made under the 2024 Prospectus Supplement.

The legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, relating to the Shares being offered in connection with the 2026 Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1		Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						ORIC PHARMACEUTICALS, INC.
Date: February 23, 2026				By:		/s/ Christian V. Kuhlen
						Christian V. Kuhlen, M.D., J.D.
						General Counsel

FAQ

What stock offering did ORIC Pharmaceuticals (ORIC) describe in this 8-K?

ORIC Pharmaceuticals described a renewed at-the-market stock offering of up to $200.0 million of common shares. The sales occur under its existing Sales Agreement with Jefferies LLC, supported by a new 2026 prospectus supplement filed under an automatic shelf registration.

How much has ORIC Pharmaceuticals (ORIC) already raised under its ATM program?

ORIC Pharmaceuticals has already sold 13,478,432 common shares for approximately $139.7 million in gross proceeds. These sales were completed under a 2024 prospectus supplement, and the company will not make any additional sales under that earlier supplement.

What is the purpose of the 2026 prospectus supplement for ORIC Pharmaceuticals (ORIC)?

The 2026 prospectus supplement supports the offer and sale of up to $200.0 million of ORIC’s common shares under its at-the-market Sales Agreement. It updates the company’s disclosure framework for future issuances under its automatic shelf registration statement.

What role does Jefferies play in ORIC Pharmaceuticals’ (ORIC) stock sales?

Jefferies LLC acts as sales agent under ORIC Pharmaceuticals’ at-the-market offering program. It facilitates the periodic sale of ORIC’s common shares into the market pursuant to the Sales Agreement and the applicable prospectus supplements filed with the SEC.

Which legal firm provided the opinion for ORIC Pharmaceuticals’ (ORIC) new ATM offering?

Wilson Sonsini Goodrich & Rosati, P.C. provided the legal opinion for the shares offered under ORIC’s 2026 prospectus supplement. That opinion is filed as Exhibit 5.1, with a related consent included as Exhibit 23.1 in the same report.

Does ORIC Pharmaceuticals (ORIC) plan further sales under the 2024 prospectus supplement?

ORIC Pharmaceuticals does not plan additional sales under the 2024 prospectus supplement. The company states that no further shares will be sold under that document, shifting future at-the-market issuances to the newly filed 2026 prospectus supplement instead.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EX-5.1 10.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB