SEC Form 4 · accession 0002037442-26-000002
OnKure Therapeutics, Inc. · OKUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dylan Hartley
Officer — Chief Scientific Officer
Period of report
Aug 7, 2026
Accepted (ET)
Aug 11, 2026 · 4:25 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001637715
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F1 | $4.14 | Aug 7, 2026 | A | 50,000 | A | — | Aug 6, 2036 | Class A Common Stock | 50,000 | 50,000 | D |
| Employee Stock Option (right to buy)F3,F4,F2 | $18.20 | Aug 7, 2026 | D | 137,603 | D | — | Oct 3, 2034 | Class A Common Stock | 137,603 | 0 | D |
| Employee Stock Option (right to buy)F3,F4,F2 | $4.14 | Aug 7, 2026 | A | 137,603 | A | — | Oct 3, 2034 | Class A Common Stock | 137,603 | 137,603 | D |
Explanation of responses
- F11/48th 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.
- F21/4th 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.
- F3The 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.
- F4Pursuant 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.