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Item 9A. Controls and Procedures

2025-03-10 compared with 2024-03-28 · 884 added, 97 removed, 67 unchanged (94% of the section changed)

7 unchanged sentences

Management believes that the COSO framework is a suitable framework for its evaluation of financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of our internal control over financial reporting, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of our internal control over financial reporting are not omitted, and is relevant to an evaluation of internal control over financial reporting.

Based on its evaluation under the COSO framework, our management concluded that the Company maintained effective internal control over financial reporting at a reasonable assurance level as of December 31, 2023, based on those criteria.

Based on its evaluation under the COSO framework, our management concluded that we maintained effective internal control over financial reporting at a reasonable assurance level as of December 31, 2024, based on those criteria.

Attestation Report of the Independent Registered Public Accounting Firm

3 unchanged sentences

Other Information

On March 25, 2024, we provided notice to Leerink Partners LLC (Leerink) of our election to terminate that certain at-the-market equity offering sales agreement with Leerink, dated November 13, 2023 (Sales Agreement), effective as of April 8, 2024.

Under the Sales Agreement, we were permitted to offer and sell, from time to time at our sole discretion, shares of our common stock, having an aggregate offering price of up to $100.0 million through Leerink by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act.

Prior to such notice of termination, we had not sold any shares of our common stock under the Sales Agreement.

In connection with the termination of the Sales Agreement, we terminated the prospectus

supplement, dated November 13, 2023, related to the $100.0 million of shares of our common stock issuable pursuant to the terms of the Sales Agreement.

During the fiscal quarter ended December 31, 2024, none of our officers or directors, as defined in Rule 16a-1(f), informed us of the adoption , modification or termination of any "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as those terms are defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The information required by this item and not set forth below is incorporated by reference to our definitive proxy statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders (the Proxy Statement), which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023, under the sections headed “Election of Directors,” “Information Regarding the Board of Directors and Corporate Governance,” and “Executive Officers.”

The following table sets forth the names, ages, and positions of our executive officers and members of the Board as of March 1, 2025:

Executive Officers

Saccomano, Ph.D.

President and Chief Executive Officer and Class I Director (4)

Jason Leverone, C.P.A.

Chief Financial Officer

Samuel Agresta, M.D.

Chief Medical Officer

Dylan Hartley, Ph.D.

Chief Scientific Officer

Non-Employee Directors

Isaac Manke, Ph.D.

Class I Director (4)

Michael Carruthers (1)*

Class II Director (4)

Andrew Phillips, Ph.D.

Class III Director (4)

Jansen, M.D., Ph.D.

Class II Director (4)

Class III Director (4)

Class II Director (4)

* Committee Chair

(1) Member of the Audit Committee of the Board

(2) Member of the Compensation Committee of the Board

(3) Member of the Nominating and Corporate Governance Committee of the Board

(4) See “Board of Directors” below for discussion of Class I – III Director service terms.

Executive Officers

Nicholas Saccomano, Ph.D .

has served as our Chief Executive Officer and President and a member of the Board since the closing of the Merger.

He previously served as Legacy OnKure’s Chief Executive Officer since September 2023, as President since May 2024, and as a member of the Legacy OnKure board of directors since March 2021.

Saccomano has over 30 years of experience in pharmaceutical and biotechnology research and development, with expertise in discovery research, clinical development, portfolio strategy, technology and clinical candidate licensing, and scientific partnering.

Prior to joining Legacy OnKure, he was the Chief Science Officer at Pfizer Inc.’s Boulder facility (previously Array BioPharma, Inc.

prior to its acquisition by Pfizer, Inc.

in 2019) from August 2019 to January 2022, the Chief Scientific Officer at Array BioPharma Inc.

from May 2014 to August 2019, and the Chief Technology Officer at SomaLogic from July 2009 to May 2014.

Saccomano currently serves on the board of directors of BioLoomics, Inc., Gyges Therapeutics, Kestrel Therapeutics Inc., and Modulo Bio, Inc.

Saccomano holds a B.S.

from the State University of New York at Buffalo and a Ph.D.

in organic chemistry from Columbia University.

We believe Dr.

Saccomano is qualified to serve on the Board because of his role as our President and Chief Executive Officer and his extensive leadership and operational experience within the pharmaceutical and biotech industries.

Jason Leverone, C.P.A .

has served as our Chief Financial Officer since the closing of the Merger.

He previously served as Legacy OnKure’s Chief Financial Officer since January 2022.

Prior to joining Legacy OnKure, Mr.

Leverone was the Chief Financial Officer and Secretary of Viridian Therapeutics (NASDAQ:

VRDN) (formerly miRagen Therapeutics prior to a reverse merger that closed in October 2020) from November 2008 to May 2021, and Senior Director of Finance and Controller of Replidyne, Inc., a publicly traded biotechnology company, from November 2005 to February 2009.

He began his professional career in public accounting at Ernst & Young LLP and continued with Arthur Andersen LLP.

Leverone is a Certified Public Accountant and holds a B.S.

in business administration from Bryant University.

Samuel Agresta, M.D .

has served as our Chief Medical Officer since the closing of the Merger.

He previously served as Legacy OnKure’s Chief Medical Officer since February 2024.

Prior to joining Legacy OnKure, he was Chief Medical Officer at Foghorn Therapeutics Inc.

from September 2019 to September 2023, Director and Chief Medical Officer at Infinity Pharmaceuticals, Inc.

from August 2018 to August 2019, and Vice President and

Head of Clinical Development at Agios Pharmaceuticals Inc.

from December 2011 to August 2018.

Prior to these roles, Dr.

Agresta served as Senior Medical Director at Merrimack Pharmaceuticals, Inc.

and Genentech, Inc.

Agresta holds a B.S.

from Georgetown University, an M.P.H.

from Tulane School of Public Health and Tropical Medicine, an M.D.

from Tulane University Medical School and an M.S.

in clinical investigation from the University of South Florida.

Dylan Hartley, Ph.D .

has served as our Chief Scientific Officer since the closing of the Merger.

He previously served as Legacy OnKure’s Chief Scientific Officer since July 2024.

Hartley has over 20 years of experience in drug research and development, including expertise in pharmacology, toxicology, drug metabolism and pharmacokinetics.

Most recently, Dr.

Hartley served as Vice President, Head of Research at Pfizer, Inc.’s Boulder facility (previously Array BioPharma, Inc.

prior to its acquisition by Pfizer, Inc.

in 2019) from September 2021 to July 2024.

Hartley held a succession of roles of increasing responsibility at Array BioPharma, Inc.

He holds a B.A.

in biological sciences from the University of Northern Colorado and a Ph.D.

in pharmaceutical sciences from the University of Colorado Health Sciences Center.

Non-Employee Directors

Isaac Manke, Ph.D .

has been a member of the Board since the closing of the Merger and previously served on the Legacy OnKure board of directors since March 2021.

Manke has more than 15 years of experience in the life science industry as an investor, research analyst, consultant and scientist.

Manke has served as a General Partner at Acorn Bioventures since April 2020, where he focuses on investing in small cap public and private biotechnology companies.

Prior to Acorn, Dr.

Manke spent 11 years at New Leaf Venture Partners (NLV) through 2019.

In addition to private venture investments, during his time at NLV, he also led the firm’s public investment activities.

Manke has been a board member for several biotechnology companies, including Q32 Bio Inc.

QTTB) since October 2020, True North Therapeutics (acquired by Bioverativ), Karos Pharmaceuticals (acquired by an undisclosed company), and Addex Therapeutics Ltd (NASDAQ:

ADXN) since 2016.

Manke holds a B.A.

in biology and a B.A.

in chemistry from Minnesota State University (Moorhead), and a Ph.D.

in biophysical chemistry and molecular structure from the Massachusetts Institute of Technology.

We believe Dr.

Manke is qualified to serve on the Board because of his education and his experience in the life sciences industry and in venture capital.

Andrew Phillips, Ph.D .

has been a member of the Board since the closing of the Merger and previously served on the Legacy OnKure board of directors since March 2021.

He was appointed as Chairman in connection with the closing of the Merger.

Phillips has served as President and Chief Executive Officer of Aleksia Therapeutics, Inc., a biotechnology company, and Nexo Therapeutics, Inc., a biotechnology company, since August 2022.

Previously, Dr.

Phillips served as a Managing Director at Cormorant Asset Management, an investment manager, from August 2020 to August 2022.

Phillips has served as on the board of directors of Enliven Therapeutics, Inc.

ELVN) since December 2020, and MoonLake Immunotherapeutics, Inc.

MLTX), since April 2021.

He has also served as the Chief Financial Officer of Helix Acquisition Corp.

from April 2021 to April 2022, and since June 2021, he has served as Chief Executive Officer of Blossom Bioscience Ltd.

From January 2016 to March 2020, Dr.

Phillips was with C4 Therapeutics, Inc.

CCCC), a clinical-stage biopharmaceutical company focused on therapeutics for the treatment of cancer and other diseases, where he served as Chief Executive Officer from May 2018 to March 2020, President from September 2016 to May 2018 and Chief Scientific Officer from January 2016 to May 2018.

From July 2014 to January 2016, he served as Senior Director, Center for Development of Therapeutics at the Broad Institute, a biomedical and genomic research organization.

From June 2010 to January 2015, Dr.

Phillips was a Professor of Chemistry at Yale University, and from July 2001 to June 2010, he was Assistant Professor, Associate Professor, and Professor of Chemistry and Biochemistry at the University of Colorado.

He holds a B.Sc.

in biochemistry and a Ph.D.

in chemistry from the University of Canterbury in New Zealand.

We believe Dr.

Phillips is qualified to serve on the Board because of his extensive experience in the biotechnology industry, his education and his leadership experience as a senior executive.

Michael Carruthers has been a member of the Board since the closing of the Merger and previously served on the Legacy OnKure board of directors since March 2021.

Carruthers has served as the Chief Financial Officer of Edgewise Therapeutics, Inc.

EWTX), a publicly traded biopharmaceutical company, since September 2020.

Carruthers consulted as Chief Financial Officer of OnKure between March 2019 and May 2021, and has served on the board of directors of Elevation Oncology (NASDAQ:

ELEV), a publicly traded biopharmaceutical company, since May 2021.

Carruthers previously served as Chief Financial Officer of Brickell Biotech, Inc., a publicly traded biopharmaceutical company, from December 2017 to October 2020, and

ClinOne, Inc., clinical trial management company, from August 2018 to May 2020.

He also served as Interim President of Nivalis Therapeutics, Inc., a publicly traded biopharmaceutical company, from January 2017 to August 2017 and Chief Financial Officer and Secretary from February 2015 to August 2017.

From December 1998 to February 2015, he served as Chief Financial Officer of Array BioPharma Inc.

a publicly traded biopharmaceutical company.

Prior to Array, he served as Chief Financial Officer of Sievers Instruments, Inc., a water purification technology company, Treasurer and Controller for the Waukesha division of Dover Corporation, a global manufacturing company, and a Senior Auditor with Coopers & Lybrand, LLP.

Carruthers studied accounting at Western Colorado University, and received a B.S.

in accounting from the University of Colorado Boulder and a M.B.A.

from the University of Chicago.

We believe Mr.

Carruthers is qualified to serve on the Board because of his experience serving as chief financial officer for publicly traded biopharmaceutical companies and his extensive knowledge of corporate finance and strategic planning.

Jansen, M.D., Ph.D., joined the Board in connection with the closing of the Merger.

She has served as the Chief Medical Officer of Elevation Oncology, Inc.

ELEV) since October 2021 and as the Vice President of Clinical Development from April 2021 to October 2021.

Prior to that, she served as Executive Medical Director of Mersana Therapeutics (NASDAQ:

MRSN) from January 2020 to April 2021.

Prior to Mersana Therapeutics, Dr.

Jansen was employed at Eli Lilly and Company (NYSE:

LLY), where she served as Senior Medical Advisor from September 2017 to January 2020.

Prior to Eli Lilly, Dr.

Jansen was employed at the Vanderbilt University Medical Center from July 2010 to July 2018 serving, most recently, as Adjunct Instructor in Medicine.

Jansen received a B.A.

in Chemistry from Maryville College, a Ph.D.

in Molecular Sciences from the University of Tennessee Health Science Center and an M.D.

from the University of Chicago Pritzker School of Medicine.

We believes Dr.

Jansen is qualified to serve on the Board because of her experience serving as chief medical officer and other clinical development roles for biopharmaceutical companies.

Michael Grey has been a member of the Board since the closing of the Merger.

He previously served as Executive Chairman of Reneo's board of directors from December 2017 until the closing of the Merger, and as Chairman of Reneo's board of directors and Reneo's Chief Executive Officer from September 2014 to December 2017 .

Grey has served as the Executive Chairman of the board of the following life science companies:

Spruce Biosciences, Inc.

SPRB) since March 2018, Plexium, Inc., a private company, since August 2020, and Theolytics Ltd., a private company, since November 2023.

Grey has served as Chairman of Sorriso Pharmaceuticals, Inc., a private company, since April 2022 and as Chief Executive Officer from April 2021 to April 2022.

Additionally, Mr.

Grey previously served in the below listed capacities for the following life science companies:

Executive Chairman and Chief Executive Officer of Mirum Pharmaceuticals, Inc.

MIRM) from May 2018 to March 2019, Chief Executive Officer of Amplyx Pharmaceuticals, Inc., a private company, from September 2014 to December 2017 and then as Executive Chairman from January 2018 until April 2020, and as Executive Chairman of Curzion Pharmaceuticals, Inc., a private company, from May 2019 to April 2020.

Grey has served on the board of directors of Mirum Pharmaceuticals since May 2018 and as Chair since March 2019.

Grey also previously served on the board of directors of the following publicly traded life science companies:

BioMarin Pharmaceuticals (NASDAQ:

BMRN) from December 2005 until May 2021, Horizon Therapeutics plc (NASDAQ:

HZNP) from January 2011 until October 2023, and Mirati Therapeutics Inc.

from November 2014 to June 2021.

Grey has also served as a venture partner at Pappas Ventures, a venture capital firm, since January 2010.

Grey has more than 45 years of experience in the pharmaceutical and biotechnology industries and has held senior positions at a number of companies, including President and Chief Executive Officer of SGX Pharmaceuticals, Inc.

(sold to Eli Lilly in 2008), President and Chief Executive Officer of Trega Biosciences, Inc.

(sold to LION Bioscience, Inc.

in 2001) and President of BioChem Therapeutic Inc.

Prior to these, Mr.

Grey served in various roles with Glaxo, Inc., and Glaxo Holdings PLC, culminating in his position as Vice President, Corporate Development and director of international licensing.

Grey received a B.S.

in chemistry from the University of Nottingham in the United Kingdom.

We believe that Mr.

Grey’s extensive experience managing and leading both early stage and established companies within the pharmaceutical and biotechnology industries qualify him to serve on the Board.

Mathers has been a member of the Board since the closing of the Merger and previously served as a member of Reneo's board of directors from December 2017 until the closing of the Merger .

Mathers is Partner at New Enterprise Associates, Inc.

(NEA), a private venture capital firm focusing on technology and healthcare investments.

Mathers serves on the board of directors of the following publicly traded life science companies:

Trevi Therapeutics, Inc.

TRVI) since July 2017, Inozyme Pharma, Inc.

INZY) since January 2017, Rhythm Pharmaceuticals, Inc.

1RV.F) since March 2010, Synlogic, Inc.

SYBX) since October 2012, Senti Biosciences, Inc.

SNTI) since July 2016 and MBX Biosciences, Inc.

MBX) since July 2020.

Mathers previously served on the board of directors of the following publicly traded companies:

ObsEva SA (OTC:

OBSEF) from November 2015 to June 2023, Mirum Pharmaceuticals, Inc.

MIRM) from November 2018 to September 2022, Akouos, Inc.

from October 2017 to December 2022, Lumos Pharma, Inc.

from January 2014 to March 2020, Ra Pharmaceuticals, Inc.

from February 2010 to April 2020 , and Liquidia Technologies, Inc.

from July 2009 to May 2019 .

From 2002 to 2008, Mr.

Mathers served as Executive Vice President, Corporate Development and Venture at MedImmune, Inc., a biopharmaceutical company, and led its venture capital subsidiary, MedImmune Ventures, Inc.

Before Joining MedImmune in 2002, Mr.

Mathers was Vice President, Marketing and Corporate Licensing and Acquisitions at Inhale Therapeutic Systems, a biotechnology company.

Previously, Mr.

Mathers spent 15 years a Glaxo Wellcome, Inc.

(GlaxoSmithKline), where he held various sales and marketing positions.

Mathers received a B.S.

in Chemistry from North Carolina State University.

We believe that Mr.

Mathers’ experience as a venture capitalist, as an executive and in business development and his experience in serving on the board of directors for several public and private pharmaceutical and life sciences companies qualifies him to serve on the Board.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Board of Directors

Our business and affairs are organized under the direction of the Board.

Our executive officers are appointed by and serve at the discretion of our Board.

The Board currently consists of seven directors divided into three staggered classes, with one class to be elected at each annual meeting to serve for a three-year term.

Andrew Phillips serves as Chairman of our Board.

The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling and direction to our management.

The Board meets on a regular basis and additionally as required.

In accordance with the terms of our Amended Certificate of Incorporation and the Amended Bylaws, the Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms.

The members of the classes are divided as follows:

the Class I directors are Nicholas Saccomano and Isaac Manke, and their terms will expire at the annual meeting of stockholders to be held in 2025;

the Class II directors are R.

Michael Carruthers, Valerie M.

Jansen and Edward T.

Mathers, and their terms will expire at the annual meeting of stockholders to be held in 2026;

the Class III directors are Andrew Phillips and Michael Grey, and their terms will expire at the annual meeting of stockholders to be held in 2027.

Committees of the Board

The Board has three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance committee.

Each committee operates pursuant to a charter, which is available at investors.onkuretherapeutics.com.

The Board may establish other committees from time to time.

Audit Committee

The audit committee of the Board (the “Audit Committee”), was established by the Board in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934 (the “Exchange Act”), to oversee our corporate accounting and financial reporting processes and audits of our financial statements.

For this purpose, the audit committee performs several functions.

The Audit Committee is responsible for the following activities, among other things:

select, retain, compensate, evaluate, oversee and, where appropriate, terminate our independent registered public accounting firm;

review and pre-approve the scope and plans for the audits and the audit fees and pre-approve all non-audit and tax services to be performed by the independent auditor;

evaluate the independence and qualifications of our independent registered public accounting firm;

review our financial statements, and discuss with management and our independent registered public accounting firm the results of the annual audit and the quarterly reviews, including a review of our disclosures under the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” discussion in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q;

review and discuss with management and our independent registered public accounting firm the quality and adequacy of our internal controls and our disclosure controls and procedures;

discuss with management our procedures regarding the presentation of our financial information, and review earnings press releases and guidance;

oversee the design, implementation and performance of our internal audit function, if any;

set hiring policies with regard to the hiring of employees and former employees of our independent auditor and oversee compliance with such policies;

review, approve and monitor related party transactions;

adopt and oversee procedures to address complaints regarding accounting, internal accounting controls and auditing matters, including confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters;

review and discuss with management and our independent auditor the adequacy and effectiveness of our legal, regulatory and ethical compliance programs;

review and discuss with management and our independent auditor our guidelines and policies to identify, monitor and address enterprise risks, including the oversight of risks from cybersecurity threats.

The members of the Audit Committee are R.

Michael Carruthers, Andrew Phillips and Isaac Manke.

Michael Carruthers is the Chair of the Audit Committee and is a financial expert under the rules of the SEC.

To qualify as independent to serve on the Audit Committee, listing standards of Nasdaq and the applicable SEC rules require that a director not accept any consulting, advisory or other compensatory fee from us, other than for service as a director, or be an affiliated person of us.

The composition of the Audit Committee complies with the applicable requirements of the rules and regulations of Nasdaq and the SEC.

The Audit Committee met four times during the fiscal year.

References to the “Audit Committee” in this Annual Report on Form 10-K refer to our Audit Committee and, with respect to pre-Merger actions, its predecessor committee of the Reneo board of directors.

The Board has adopted a written charter of the Audit Committee that is available to stockholders on our website at investors.onkuretherapeutics.com.

Compensation Committee

The compensation committee of our Board (the “Compensation Committee”) is responsible for the following activities, among other things:

review, approve or make recommendations to the Board regarding the compensation for our executive officers, including our chief executive officer;

review, approve and administer our employee benefit and equity incentive plans;

establish and review the compensation plans and programs of our employees, and ensure that they are consistent with our general compensation strategy;

determine or make recommendations to the Board regarding non-employee director compensation;

approve or make recommendations to the Board regarding the creation or revision of any clawback policy.

The members of the Compensation Committee are Andrew Phillips, Isaac Manke, and Edward Mathers.

Phillips is the Chair of the Compensation Committee.

Each member of the Compensation Committee is a “non-employee” director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act and independent within the meaning of the independent director guidelines of Nasdaq.

The composition of the Compensation Committee complies with the applicable requirements of the rules and regulations of Nasdaq.

The Compensation Committee met two times during the fiscal year.

References to the “Compensation Committee” in this Annual Report on Form 10-K refer to our Compensation Committee and, with respect to pre-Merger actions, its predecessor committee of the Reneo board of directors.

The Compensation Committee has adopted a written charter that is available to stockholders on our website at investors.onkuretherapeutics.com.

Compensation Committee Processes and Procedures

Typically, the Compensation Committee meets as it deems appropriate.

The agenda for each meeting is usually developed by the Chair of the Compensation Committee.

However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings.

The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives.

The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

In general, the Compensation Committee has set executive compensation to be competitive with compensation provided by peer companies identified by the Compensation Committee, to promote retention of our executive officers and to incentivize our executive officers in achieving our short- and long-term corporate goals.

In 2024, in connection with the Merger, the Legacy OnKure board of directors and its compensation committee and Reneo’s board of directors reviewed our current employee and director compensation.

As part of this review, the Legacy OnKure compensation committee recommended approval of the OnKure Therapeutics, Inc.

2024 Equity Incentive Plan (the "Plan"), and the Plan was subsequently approved by the boards of directors of Legacy OnKure and Reneo and by Reneo’s stockholders on September 26, 2024, and ratified by the Board following the completion of the Merger.

The current compensation for the Named Executive Officers was recommended by the Legacy OnKure compensation committee, approved by the boards of directors of Legacy OnKure and Reneo in 2024, and ratified by the Board following the completion of the Merger.

See " New OnKure Employment Agreements" below for discussion of current compensation for the Named Executive Officers.

Historically, the Compensation Committee has made most of the significant adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the first quarter of the year.

However, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year.

Generally, the Compensation Committee’s process comprises two related elements:

the determination of compensation levels and the establishment of performance objectives for the current year.

The Legacy OnKure compensation committee in conjunction with the Legacy OnKure’s board of directors served similar functions with respect to the assessment and determination of compensation for the Legacy OnKure executives.

The Compensation Committee reviews and approves the compensation of our Chief Executive Officer and our other executive officers, including annual base salaries, annual and long-term incentive or bonus awards, employment agreements, and severance and change in control agreements/provisions, in each case as, when and if appropriate, and any special or supplemental benefits.

For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer.

The Compensation Committee evaluates the performance of the Chief Executive Officer in light of Company and individual goals and objectives, and makes appropriate recommendations for improving performance.

In performing the evaluation, the Chair of the Compensation Committee may solicit comments from the other non-employee members of the Board and lead the Board in an overall review of the Chief Executive Officer’s performance in an executive session of non-employee members of the Board.

If the compensation for the Chief Executive Officer or any other executive officer is governed by an employment

agreement, the Compensation Committee approves such employment agreement and any amendments thereto.

In connection with the Merger, the Legacy OnKure board of directors and the Reneo board of directors approved and we entered into new employment agreements with the Chief Executive Officer and other executive officers, and these agreements were ratified by the Board following the completion of the Merger.

See " New OnKure Employment Agreements" below for discussion of current compensation for the Named Executive Officers.

For all executives as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee of the Board (the “Nominating and Corporate Governance Committee”) has responsibility for the following activities, among other things:

review and assess and make recommendations to the Board regarding desired qualifications, expertise and characteristics sought of Board members;

identify, evaluate, select or make recommendations to the Board regarding nominees for election to the Board;

develop policies and procedures for considering stockholder nominees for election to the Board;

review our succession planning process for our chief executive officer and any other members of our executive management team;

review and make recommendations to the Board regarding the composition, organization and governance of the Board and its committees;

review and make recommendations to the Board regarding our corporate governance guidelines and corporate governance framework;

oversee director orientation for new directors and continuing education for the Board;

oversee the evaluation of the performance of the Board and its committees;

review and monitor compliance with our code of business conduct and ethics, and review conflicts of interest of the director and officers other than related party transactions reviewed by the Audit Committee;

administer policies and procedures for communications with the non-management members of the Board.

The members of the Nominating and Corporate Governance Committee are Isaac Manke and Valerie M.

Manke is the Chair of the Nominating and Corporate Governance committee.

The composition of the Nominating and Corporate Governance Committee meets the requirements for independence under, and complies with, any applicable requirements of the rules and regulations of Nasdaq.

The Nominating and Corporate Governance Committee did not meet during the 2024 fiscal year.

References to the “Nominating and Corporate Governance Committee” in this Annual Report on Form 10-K refer to our Nominating and Corporate Governance Committee and, with respect to pre-Merger actions, its predecessor committee of the Reneo board of directors.

The Nominating and Corporate Governance Committee has adopted a written charter that is available to stockholders on our website at investors.onkuretherapeutics.com.

The Nominating and Corporate Governance Committee periodically reviews the compensation of non-employee Directors for service on the Board and committees thereof.

In 2024, the Nominating and Corporate Governance Committee began a review of its Director compensation levels considering general market conditions in the life science industry, and in comparison to other clinical stage biopharmaceutical companies, and the Nominating and Corporate Governance Committee recommended, and the Board approved, revised compensation for non-employee Directors, discussed in “Director Compensation” below.

It is the responsibility of the Nominating and Corporate Governance Committee to adopt a process for identifying and evaluating director nominees, including stockholder nominees.

Before recommending an individual to the Board for membership on the Board, the Nominating and Corporate Governance Committee will canvass its members and our management team for potential candidates for the Board.

The Nominating and Corporate Governance Committee also uses its network of contacts to identify potential candidates and, if it deems appropriate, may also engage a professional search firm.

The Nominating and Corporate Governance Committee will consider stockholders’ recommendations for nominees to serve as director if notice is timely received by our Secretary.

Candidates nominated by stockholders will be evaluated in the same manner as other candidates.

The Nominating and Corporate Governance Committee keeps the Board apprised of its discussions with potential nominees, and the names of potential nominees received from our current directors, management and stockholders, if the stockholder notice of nomination is timely made.

Although the Board has not adopted a fixed set of minimum qualifications for candidates for membership on the Board, the Nominating and Corporate Governance Committee generally considers several factors in its evaluation of a potential member, such as the candidate’s character, professional ethics and integrity, judgment, business acumen, education, professional background and field of expertise including industry or academic experience in the pharmaceutical and biotechnology fields, experience in corporate governance and management, understanding of our business, the reasonable availability of the potential member to devote time to our affairs, as well as any other criteria deemed relevant by the Board or the Nominating and Corporate Governance Committee.

However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time.

Candidates for director nominees are reviewed in the context of the current composition of the Board, our operating requirements and the long-term interests of stockholders.

In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity, age, skills and such other factors as it deems appropriate given our current needs and the current needs of the Board, to maintain a balance of knowledge, experience and capability.

The Nominating and Corporate Governance Committee believes it is essential that Board members come from a variety of backgrounds and experiences.

In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall contributions to us and the Board during their terms, including level of attendance, level of participation, quality of performance and contribution to the Board’s responsibilities and actions, and any relationships and transactions that might impair the directors’ independence.

In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq and SEC purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary.

The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board.

The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then determines whether to recommend a nominee to the Board by majority vote.

Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to our Corporate Secretary.

The recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and us and evidence of the recommending stockholder’s ownership of Company stock.

Such recommendations must also include a statement from the recommending stockholder in support of the candidate.

Stockholders may also nominate candidates directly for election to the Board at our annual meeting of stockholders by following the notice, deadline and other requirements set forth in our Bylaws.

To date, the Nominating and Corporate Governance Committee has not rejected a timely director nominee from a stockholder.

In 2024, the Nominating and Corporate Governance Committee did not pay any fees to assist in the process of identifying or evaluating director candidates.

Stockholder Communications with the Board

Stockholders who wish to communicate with the Board may do so by written message to our General Counsel or Chief Financial Officer at our offices.

Communications sent in accordance with this process will be transmitted by us to the appropriate Board members.

Compensation Committee Interlocks and Insider Participation

Each member of the Compensation Committee is a “non-employee” director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act and is independent within the meaning of the independent director guidelines of Nasdaq.

None of our executive officers serves as a member of the Board or Compensation Committee of any entity that has one or more executive officers who serves on our Board or Compensation Committee.

Non-Employee Director Compensation

We maintain an outside director compensation policy that is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high-caliber directors.

See “ Director Compensation” below for discussion of current compensation for our non-employee directors.

Code of Business Conduct and Ethics

We maintain a Code of Conduct that applies to all our employees, officers and directors.

We maintain a Code of Business Conduct and Ethics that applies to all our employees, officers and directors.

This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions.

The full text of our Code of Conduct is posted on our website at www.reneopharma.com.

The full text of our Code of Business Conduct and Ethics is posted on our website at investors.onkuretherapeutics.com.

Our website and the information contained on, or that can be accessed through, the website will not be deemed to be incorporated by reference in, and are not considered part of, this Annual Report.

If we make any substantive amendments to the Code of Conduct or grant any waiver from a provision of the Code of Conduct to any executive officer or director that are required to be disclosed pursuant to SEC rules, we will promptly disclose the nature of the amendment or waiver on our website or in a current report on Form 8-K.

If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director that are required to be disclosed pursuant to SEC rules, we will promptly disclose the nature of the amendment or waiver on our website or in a current report on Form 8-K.

Insider Trading Policy

We have adopted an Insider Trading Policy that governs the purchase, sale and/or other dispositions of our securities by our directors, officers and employees, as well as their immediate family members and entities owned or controlled by them, and that is designed to promote compliance with insider trading laws, rules and regulations.

Executive Compensation

The following table shows for the fiscal years ended December 31, 2024 and December 31, 2023, compensation awarded to, paid to, or earned by our current and former principal executive officer and our two most highly compensated executive officers as of December 31, 2024, collectively, the Named Executive Officers:

Name and Principal Position

Stock Awards ($)(3)

Option Awards ($)(3)

All Other Compensation

Saccomano, Ph.D.

President and Chief Executive Officer

Samuel Agresta, M.D.

Chief Medical Officer

Jason Leverone, C.P.A.

Chief Financial Officer

Former President and Chief Executive Officer

(1) The amounts reported under “Salary” in the above table represent the actual amounts paid during the calendar year.

Saccomano’s 2023 Salary, t he amount reported represents a prorated salary following Dr.

Saccomano’s appointment as Chief Executive Officer in September 2023.

(2) The amounts reported represent discretionary bonuses paid based upon the achievement of Legacy OnKure company goals for the years ended December 31, 2024 and 2023, as determined by the Legacy OnKure board of directors and our Board, as applicable.

Cash bonuses earned and reported above in 2023 were paid in 2024, and cash bonuses earned and reported above in 20 24 for Drs.

Saccomano and Agresta and Mr.

Leverone were paid in 2025.

See “Executive Compensation” for descriptions of the bonuses.

(3) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted during 2024 and 2023, computed in accordance with FASB ASC 718, Compensation—Stock Compensation.

The assumptions used in calculating the grant date fair value of the awards disclosed in this column are set forth in Note 12 to the audited financial statements included elsewhere in this Annual Report.

These amounts do not reflect the actual economic value that will be realized by the Named Executive Officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.

(4) The amounts reported for Drs.

Saccomano and Agresta and Mr.

Leverone represent matching contributions under Legacy OnKure’s 401(k) plan.

Flesher, all Other Compensation includes (i) matching contributions under Reneo’s 401(k) plan, (ii) premiums paid for group term life insurance and (iii) fringe benefits paid on behalf Reneo’s named executive officers in 2023.

Agresta was hired in February 2024.

Flesher ceased providing services as President and Chief Executive Officer concurrent with the close of Merger on October 4, 2024.

Flesher received a one-time separation payment equal to 150% of his 2024 base salary ($894,992) plus 150% of his 2024 target annual bonus ($431,250) pursuant to the terms of his participation in the Reneo Severance Plan (as defined below).

Narrative Disclosure to Summary Compensation Table

Executive Compensation Elements

The following describes the material terms of the elements of our compensation program for our Named Executive Officers during 2024:

Annual Base Salary

Our Board and Compensation Committee recognize the importance of base salary as an element of compensation that helps to attract and retain the named executive officers.

We provide a base salary as a fixed source of income for our Named Executive Officers for the services they provide to us during the year, which allows us to maintain a stable executive team.

See “New OnKure Employment Agreements” below for a discussion of 2024 base salary for Dr.

Saccomano, Dr.

Agresta and Mr.

See “Pre-Merger Employment Agreement with Mr.

Consulting Agreement with Mr.

Flesher” for a discussion of 2024 base salary for Mr.

New OnKure Employment Agreements

Reneo and Legacy OnKure entered into new employment agreements with certain eligible employees of OnKure, including Dr.

Saccomano, Dr.

Agresta and Mr.

Leverone related to their continued employment with OnKure and as executive officers of the Combined Company on an at-will basis, each of which includes terms for base salary, benefits, target annual bonus opportunities and eligibility to participate the benefit plans , and which agreements became effective as of the Closing (the “New Employment Agreements”).

Pursuant to the New Employment Agreements, Dr.

Saccomano’s annual base salary became $600,000 and he has a target annual bonus opportunity equal to 55% of his base salary ($330,000);

Agresta’s annual base salary became $482,000 and he has a target annual bonus opportunity equal to 40% of his base salary ($192,800);

Leverone’s annual base salary became $444,000 and he has a target annual bonus opportunity equal to 40% of his base salary ($177,600).

Pre-Merger Employment Agreement with Mr.

Consulting Agreement with Mr.

During the period in 2024 prior to the closing the Merger, Mr.

Flesher’s annual base salary was $575,000 and had a target annual bonus of 50% of his base salary, which was subject to his continued employment through the payment date.

Flesher ceased providing services as President and Chief Executive Officer concurrent with the close of Merger on October 4, 2024.

The Reneo board of directors approved a consulting agreement with Mr.

Flesher that became effective on that same date, pursuant to which Mr.

Flesher agreed to provide consulting services to OnKure to assist with transition and post-transaction integration efforts for approximately five hours per month for a period of six months following the Effective Time (as defined in the Merger Agreement) of the Merger in exchange for a one-time cash payment in the gross amount of $20,000, payable within ten days following the six-month anniversary of the closing the Merger, unless the consulting agreement was terminated for “cause” (as defined therein) prior to such time in accordance with its terms).

Termination and Change of Control Arrangements

Saccomano, Dr.

Agresta and Mr.

Each of the New Employment Agreements entered into with Dr.

Saccomano, Dr.

Agresta and Mr.

Leverone provides that if, other than during the period beginning three months before a “change in control” (as defined in each such New Employment Agreement) through the one-year anniversary of a change in control (the “CIC Period”), the applicable executive officer’s employment with the Combined Company is terminated either (x) by the Combined Company without “cause” (as defined in each such New Employment Agreement, and excluding by reason of death or “disability” (as defined in each such New Employment Agreement)) or (y) by the executive officer for “good reason” (as defined in each such New Employment Agreement), then the executive officer will receive the following severance payments and benefits if he timely executes and does not revoke a separation agreement and release of claims in the Combined Company’s favor:

A lump sum cash payment equal to 100% of the executive officer’s base salary as in effect immediately before such termination (or, if the termination is due to a resignation for good reason based on a material reduction in the executive’s base salary, then executive’s annual base salary in effect immediately prior to the reduction);

Combined Company payment or reimbursement of the premiums required for continued coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under the Combined Company’s group health, dental and vision care plans for the executive officer and his eligible dependents for up to 12 months.

If, during the CIC Period, the applicable executive officer’s employment with the Combined Company is terminated either (x) by the Combined Company without cause (and excluding by reason of his death or disability) or (y) by the executive officer for good reason, the executive officer will receive the following severance payments and benefits if he timely executes and does not revoke a separation agreement and release of claims in the Combined Company’s favor:

A lump sum cash payment equal to 100% (or 150% for Dr.

Saccomano) of the executive officer’s base salary as in effect immediately before such termination (or, if the termination is due to a resignation for

good reason based on a material reduction in the executive’s base salary, then executive’s annual base salary in effect immediately prior to the reduction), or if greater, the base salary in effect immediately before the change in control;

A lump sum cash payment equal to 100% (or 150% for Dr.

Saccomano) of the executive officer’s target bonus opportunity as in effect immediately before such termination or if greater, the target bonus opportunity in effect immediately before the change in control;

Combined Company payment or reimbursement of the premiums required for continued coverage pursuant to COBRA under the Combined Company’s group health, dental and vision care plans for the executive officer and his eligible dependents for up to 12 months (or 18 months for Dr.

100% accelerated vesting and exercisability of the outstanding and unvested equity awards (other than equity awards subject to performance-based vesting criteria) granted to the executive officer.

Such New Employment Agreements also provide that, if any of the amounts provided for under the New Employment Agreement or otherwise payable to the executive officer would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code or 1986, as amended, and could be subject to the related excise tax, the executive officer would receive (to the extent he is entitled to such receipt) either the full payment of benefits under the executive officer’s New Employment Agreement or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the executive officer.

The New Employment Agreements do not provide for any tax gross-ups in connection with a change in control.

In connection with the Merger, the Reneo board of directors approved the acceleration of vesting, to the extent not previously vested, of all Reneo stock options and Reneo restricted stock units held by Reneo’s directors and executive officers, including Mr.

Flesher, effective as of the Effective Time (as defined in the Merger Agreement and which Effective Time was the closing of the Merger).

In addition, in connection with the Merger, the Reneo board of directors approved an amendment to all Reneo stock options held by certain Reneo optionholders, including Mr.

Flesher, to provide that the applicable exercise window following termination of service with Reneo (or its affiliates) other than for Cause (as defined in the applicable Reneo Equity Plan) is the longer of (a) a period of three months following termination of service;

or (b) a period commencing on the date of termination of service and ending on the six-month anniversary of the Effective Time (but in no event may an option be exercised beyond its maximum term).

In the event that the Merger Agreement had been terminated pursuant to its terms, the applicable exercise window would have been the longer of:

(i) a period of three months following termination of service;

or (ii) a period of three months following termination of the Merger Agreement.

Flesher ceased providing services as President and Chief Executive Officer concurrent with the close of Merger on October 4, 2024.

Flesher received a one-time separation payment of $894,992 pursuant to the terms of his employment agreement.

Equity Incentive Plans

Under the Plan and the Legacy OnKure 2023 RSU Equity Incentive Plan, if, in the event of a merger or change in control (as defined in the applicable plan) a successor (or an affiliate thereof) does not assume, substitute for or continue an award (or portion thereof), then such award (or its applicable portion) will fully vest, all restrictions on such award (or its applicable portion) will lapse, all performance goals or other vesting criteria applicable to such award (or its applicable portion) will be deemed achieved at 100% of target levels and such award (or its applicable portion) will become fully exercisable, if applicable, for a specified period before the transaction, unless specifically provided otherwise under the applicable award agreement or other written agreement with the participant authorized by the administrator.

In addition, unless specifically provided otherwise under the applicable award agreement or other written agreement with the participant authorized by the administrator, if an option or stock appreciation right (or a portion of such award) granted under the Plan is not assumed, substituted or continued, the administrator will notify the participant that such option or stock appreciation right (or its applicable portion) will be exercisable for a period of time determined by the administrator in its sole discretion and the option or stock appreciation right (or its applicable portion) will terminate upon the expiration of such period.

With respect to awards granted to a non-employee director under the Plan while such individual was a non-employee director that are assumed or substituted for in the merger or change in control and the service of such non-employee director is terminated (other than upon his or her voluntary resignation that does not include a resignation at the request of the acquirer) on or following the merger or change in control, all such awards will fully vest, all restrictions on such awards will lapse, all performance goals or other vesting criteria applicable to such awards will be deemed achieved at 100% of target levels and such awards will become fully exercisable, if applicable, unless specifically provided otherwise under the applicable award agreement or other written agreement with the non-employee director authorized by the administrator.

Under our Outside Director Compensation Policy, as described more fully below, in the event of a change in control, each non-employee will fully vest in his or her outstanding awards granted under such policy, as of immediately prior to the change in control, provided that the non-employee director continues to be a non-employee through immediately prior to such change in control.

Under the Legacy OnKure 2021 Stock Incentive Plan, in the event of Corporate Transaction (as defined in the Legacy OnKure 2021 Stock Incentive Plan), the administrator is not obligated to accelerate the vesting of equity awards in the event the awards are not assumed or substituted for.

The administrator also has discretion to suspend the right of grantees to exercise outstanding awards during a limited period of time preceding the closing of a Corporate Transaction if such suspension is administratively necessary to facilitate the closing of the transaction, and may terminate optionholders’ right to early exercise options, such that following closing of a Corporate Transaction an option may only be exercised to the extent vested.

Each of the Named Executive Officers’ options and restricted stock units granted in 2023 provides that, if during the period beginning three months prior to through (and inclusive of) the date 12 months following a “change in control” (as defined in the 2023 RSU Plan for the restricted stock unit), and in the award agreement for the options;

provided that the Merger did not constitute a change in control for purposes of these awards), the Named Executive Officer’s service provider status is terminated by Legacy OnKure or its successor without “cause” (as defined in the applicable award agreement) (and excluding by reason of the Named Executive Officer’s death or disability (as defined in the applicable equity plan), or by the Named Executive Officer for “good reason” (as defined in the applicable award agreement), 100% of the then-unvested options or restricted stock units under the award will immediately vest.

2024 Annual Cash Bonuses

Each Named Executive Officer was eligible to participate in an annual cash incentive compensation program that provides participants with an opportunity to earn variable cash incentive compensation based on individual and company performance.

For 2024, Dr.

Saccomano’s target bonus was 55% of his earned salary, Dr.

Agresta’s target bonus was 40% of his earned salary and Mr.

Leverone’s target bonus was 40% of his earned salary.

The determination of the 2024 bonus amounts was discretionary based on the Board’s assessment of Company performance against corporate goals.

The actual annual cash bonuses awarded to each of Dr.

Saccomano, Dr.

Agresta and Mr.

Leverone for 2024 performance are set forth in the “Bonus” column of the Summary Compensation Table for Fiscal 2024 above.

Flesher did not remain employed through the payment date of 2024 bonuses and therefore did not receive an annual bonus in 2024.

However, he did become entitled to a severance payment that was calculated, in part, by reference to his 2024 target annual bonus as described above.

Flesher received a bonus related to the closing of the Merger equal to 150% of his target annual bonus for 2024 pursuant to the terms of his employment agreement with Reneo.

Special Performance Bonus

Pursuant to his employment agreement with Reneo, Mr.

Flesher had the opportunity to earn a special performance bonus in the amount of $7.5 million in the event that during Mr.

Flesher’s continued service to Reneo, either (i) Reneo’s market value exceeds $750 million utilizing the volume-weighted average of the Nasdaq closing sale price of Reneo Common Stock for each of the 30 trading days immediately prior to the measurement date, or (ii) the fair market value of the net proceeds available for distribution to Reneo Stockholders in connection with a Change in Control (as defined in the Reneo Severance Plan) exceeds $750 million, as determined in good faith by the Reneo Board.

Although the Merger constituted a Change in Control for purposes of Mr.

Flesher’s bonus opportunity, the required net proceeds threshold was not met in connection with the Merger and thus Mr.

Flesher did not receive this bonus.

Executive Incentive Compensation Plan

Prior to the completion of the Merger, the Reneo board of directors and the Legacy OnKure board of directors approved an Executive Incentive Compensation Plan (the “Incentive Compensation Plan”), and the Board ratified the Incentive Compensation Plan following the closing of the Merger, to provide periodic incentive bonus opportunities to our employees (or employees of our subsidiaries).

The Incentive Compensation Plan became effective at the Effective Time (as defined in the Merger Agreement).

The Compensation Committee administers the Incentive Compensation Plan.

Bonuses to our Named Executive Officers for 2024 were not governed by the Incentive Compensation Plan;

however, it is expected that from time to time certain employees, including our Named Executive Officers, may be eligible and selected, subject to their continued employment, to participate in the Incentive Compensation Plan.

No Nonpublic Material Information Taken into Account for Executive Compensation

Our Board and Compensation Committee do not take material nonpublic information into account when determining the timing and terms of any stock option grant.

The timing of any stock option grants to recipients in connection with new hires, promotions or other non-routine grants is tied to the event giving rise to the award (such as an employee’s commencement of employment or promotion effective date).

We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

During fiscal year 2024, and in connection with the closing of the Merger, we awarded options to certain of our Named Executive Officers in the period beginning four business days before the filing of a report on Form 8-K that disclosed material nonpublic information, and ending one business day after such filing.

The following table provides information concerning each such award:

Number of securities underlying the award

Exercise price of the award ($/sh)

Grant date fair value of the award

Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information

Saccomano, Ph.D.

Jason Leverone, C.P.A.

Samuel Agresta, M.D.

Employee Benefit Plans

Reneo had maintained a 401(k) retirement savings plan that was terminated prior to the Merger.

Through 2024, eligible employees of Legacy OnKure and, following the Merger, us and our subsidiaries, were eligible to participate in a tax-qualified defined contribution plan under Section 401(k) of the Code sponsored by Insperity, a professional employer organization, on the terms applicable to such plan.

Effective as of December 31, 2024, we and our subsidiaries ceased participating in the Insperity 401(k) plan and, effective in March 2025, we adopted a new 401(k) plan in which eligible employees of us and our subsidiaries may participate.

Under the Insperity 401(k) plan and the new Company 401(k) plan, eligible employees were able to elect or may elect, as applicable, to defer a portion of their compensation, within the limits prescribed by the Code, on a pre-tax (traditional) or post-tax (Roth) basis, through contributions to the applicable 401(k) plan.

As a tax-qualified retirement plan, pre-tax contributions to the applicable 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until

distributed from the applicable 401(k) plan, and earnings on Roth contributions are not taxable when distributed from the applicable 401(k) plan .

Health and Welfare Benefits

All of our full-time employees, including our Named Executive Officers, are eligible to participate in our health and welfare benefits, including medical, dental and vision insurance, medical and dependent care flexible spending accounts, group life and disability insurance and 401(k) plan.

Named Executive Officers are eligible to participate in all our employee benefit plans on the same basis as other employees.

We do not offer any defined benefit pension plans or nonqualified defined compensation arrangements for our employees, including our Named Executive Officers.

Outstanding Equity Awards at Fiscal Year-End

The following table shows for the fiscal year ended December 31, 2024, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.

A description of the equity incentive plans we maintain is set forth in Note 12 to our financial statements included in this Annual Report on Form 10-K.

Option Awards (1)

Number of Securities Underlying Unexercised

Option Exercise

(#) Exercisable

(#) Unexercisable

Saccomano, Ph.D.

Jason Leverone

Samuel Agresta, M.D.

(1) All of the outstanding stock option awards granted on October 4, 2024 were granted under and subject to the terms of the 2024 Equity Incentive Plan and cover shares of Class A Common Stock and a ll of the outstanding stock option awards listed that were granted to Dr.

Saccomano, Mr.

Leverone and Dr.

Agresta prior to October 4, 2024 were granted under and subject to the terms of the Legacy OnKure 2021 Stock Incentive Plan and cover shares of Company Class A Common Stock.

Flesher’s January 21, 2021 stock option award was granted under and subject to the terms of the 2014 Reneo Stock Incentive Plan and the December 10, 2021 and December 9, 2022 stock option awards were granted under and subject to the terms of the 2021 Reneo Stock Incentive Plan.

(2) The stock option awards listed that were granted Dr.

Saccomano, Mr.

Leverone and Dr.

Agresta prior to October 4, 2024 were granted with a per share exercise price equal to the fair market value of one share of Legacy OnKure Class A Common Stock on the date of grant, as determined in good faith by the Legacy OnKure board of directors based on third party valuations of Legacy OnKure Class A Common Stock .

Exercise prices and share numbers are disclosed on a post-Merger basis.

(3) 1/48 th of the shares subject to the award vested on May 1, 2023 and 1/48 th of the shares subject to the option vest monthly thereafter, subject to the optionee continuing to be a service provider to us through each such date.

The award also is subject to certain acceleration of vesting provisions as described under “Termination and Change in Control Arrangements” above.

(4) 1/36 th of the shares subject to the option shall vest on November 4, 2024 and each month thereafter, subject to the optionee continuing to be a service provider to us through each such date.

The award also is subject to certain acceleration of vesting provisions as described under “Termination and Change in Control Arrangements” above.

(5) 1/4 th of the shares subject to the option vested on January 3, 2023 and 1/48 th of the shares subject to the option vest on the first day of each month thereafter, subject to the optionee continuing to be a service provider to us through each such date.

The award also is subject to certain acceleration of vesting provisions as described under “Termination and Change in Control Arrangements” above.

(6) 1/4 th of the shares subject to the option vested on February 5, 2025 and 1/48 th of the shares subject to the option vest on the first day of each month thereafter, subject to the optionee continuing to be a service provider to us through each such date.

The award also is subject to certain acceleration of vesting provisions as described under “Termination and Change in Control Arrangements” above.

Stock Awards (1)

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Saccomano, Ph.D.

Jason Leverone

(1) All of the outstanding restricted stock unit awards for Dr.

Saccomano and Mr.

Leverone were granted under and subject to the terms of the Legacy OnKure 2023 RSU Equity Incentive Plan and cover shares of Class A Common Stock.

(2) Both a “Service-Based Requirement” and a “Liquidity Event Plus Service Requirement” must be met in order for the RSU to vest.

1/16 th of the RSUs met the “Service-Based” requirement on June 20, 2023 and 1/16 th of the RSUs are scheduled to meet the Service-Based Requirement on each three-month anniversary thereafter, subject to the optionee continuing to be a service provider to us through each such date.

The Liquidity Event Plus Service Requirement will be satisfied on the 181 st day following the closing of the Merger.

The award also is subject to certain acceleration of vesting provisions as described under “ Termination and Change in Control Arrangements” above .

(3) The vesting of Mr.

Flesher’s stock award was accelerated such that the award became fully vested at the time of the Merger.

Director Compensation

Legacy OnKure’s policy was to provide each director who is neither an employee nor affiliated with funds invested in Legacy OnKure preferred stock with an annual retainer of $40,000, which generally was paid in quarterly installments, subject to the director’s continued service to Legacy OnKure.

Saccomano was not eligible to receive this retainer for fiscal 2024 given his status as chief executive officer of Legacy OnKure.

Legacy OnKure also reimbursed its directors for expenses associated with attending meetings of the Legacy OnKure board of directors and its committees.

Saccomano is Legacy OnKure’s only director who was an employee director during 2024.

See the section entitled “ Executive Compensation ” above for information about Dr.

Saccomano’s compensation that he received for serving as Legacy OnKure’s Chief Executive Officer during 2024.

During the portion of 2024 prior to the Merger, Michael Grey and Edward Mathers served on the Reneo board of directors, and each was compensated for such services pursuant to Reneo’s Non-Employee Director Compensation Policy (the “Reneo Director Policy”).

Pursuant to the Reneo Director Policy, Mssrs.

Grey and Mathers were entitled to an annual retainer of $40,000 plus, for Mr.

Grey, an additional annual retainer of $30,000 for his service as non-executive Chair of the Reneo board of directors and, for Mr.

Mathers, an additional annual retainer of $5,000 for his services on the Reneo compensation committee.

Grey received an annual fee of $100,000 for his services as Reneo Executive Chairman in lieu of the cash fees he would otherwise receive as a non-employee member of Reneo's board of directors pursuant to the Reneo Director Policy.

The annual retainers were paid in equal annual installments in arrears on the last day of each fiscal quarter in which the service occurred.

Neither of Mssrs.

Grey and Mathers received any Reneo equity awards in 2024 pursuant to the Reneo Director Policy.

Upon the closing of the Merger, no further payments were made under the Reneo Director Policy.

Grey and Mathers, effective as of the Effective Time.

The following table presents the total compensation that each of our then non-employee directors received during the fiscal year ended December 31, 2024.

Fees Earned or Paid in Cash ($)

Option Awards ($)(1)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Isaac Manke, Ph.D.

Michael Carruthers

Andrew Phillips, Ph.D.

Jansen, M.D., Ph.D.

Edward Mathers

In accordance with SEC rules, this column reflects the aggregate grant date fair value of the equity awards granted during 2024, computed in accordance with FASB ASC Topic 718, Compensation-Stock Compensation.

The assumptions used in calculating the grant date fair value of the awards disclosed in this column are set forth in Note 12 to our audited financial statements included elsewhere in this Annual Report.

These amounts do not reflect the actual economic value that will be realized by the non-employee director upon vesting, settlement or exercise of equity awards or the sale of the common stock underlying such equity awards.

Includes $76,096 of cash fees paid by Reneo prior to the Merger.

Includes $38,048 of cash fees earned by Mr.

Mathers for his service as a non-employee director of Reneo for January 1, 2024 through the Merger that were paid directly to NEA by Reneo.

The following table lists all outstanding stock and option awards held by non-employee directors as of December 31, 2024.

Number of Shares Underlying Outstanding RSU Awards

Number of Shares Underlying Outstanding Options

Isaac Manke, Ph.D.

Michael Carruthers

Andrew Phillips, Ph.D.

Jansen, M.D., Ph.D.

Edward Mathers

Director Compensation Policy

In 2024, the compensation committee of the Legacy OnKure board of directors retained Pearl Meyer & Partners, LLC, a third-party compensation consultant, to provide the Legacy OnKure board of directors and its compensation committee with an analysis of publicly available market data regarding practices and compensation levels at comparable companies and assistance in determining compensation to be provided to our non-employee directors.

Based on the discussions with and assistance from the compensation consultant with Legacy OnKure’s compensation committee, in connection with the Merger, the Legacy OnKure board of directors and the Reneo board of directors approved an Outside Director Compensation Policy that provides for certain compensation to non-employee directors of the Combined Company, with the Outside Director Compensation Policy becoming effective as of immediately prior to the Effective Time.

The Outside Director Compensation Policy was ratified by our Board following the closing of the Merger.

Cash Compensation

The Outside Director Compensation Policy provides for the following cash compensation program for non-employee directors following the closing of the Merger:

$40,000 per year for service as a non-employee director;

$30,000 per year for service as non-employee chair;

$15,000 per year for service as Chair of the Audit Committee;

$7,500 per year for service as a member of the Audit Committee;

$10,000 per year for service as Chair of the Compensation Committee;

$5,000 per year for service as a member of the Compensation Committee;

$8,000 per year for service as Chair of the Nominating and Corporate Governance Committee;

$4,000 per year for service as a member of the Nominating and Corporate Governance Committee.

RSU Award in Lieu of Cash Retainers

Under the Outside Director Compensation Policy, a non-employee director may elect to convert 100% of his or her retainer fees with respect to services to be performed in a future fiscal year (or portion of a fiscal year with respect to certain initial elections) into an award of RSUs (a “Retainer Award”), in accordance with the election procedures under the Outside Director Compensation Policy, and in addition, (i) individuals who were non-employee directors as of immediately following the closing of the Merger has the option to make such election with respect to retainer fees payable for services provided as a non-employee director in fiscal year 2024, and (ii) individuals who become non-employee directors following the closing of the Merger may make such election with respect to retainer fees payable for services provided as a non-employee director for their initial year of service as a non-employee director.

Retainer Awards will be granted automatically on the last day of the fiscal quarter to which such election relates, subject to continued service through such date.

The number of shares subject to a Retainer Award will be determined by dividing (x) the aggregate annual amount of cash fees described above applicable to the non-employee director as of the last day of the applicable fiscal quarter for which the non-employee director receives the Retainer Award, by (y) the fair market value of a share of our Class A Common Stock on the date of grant of the Retainer Award (which, under the Plan generally is the closing sales price of a share of our Class A Common Stock on the date of the grant of the Retainer Award (or, if no closing sales price was reported on that date, on the last trading day such closing sales price was reported)).

Each Retainer Award will be fully vested as of the date of grant.

No outside directors elected to receive Retainer Awards for services provided as a non-employee director in fiscal year 2024.

Equity Compensation

Each individual serving as a non-employee director as of immediately following the Effective Time was granted an award of stock options to purchase 15,300 shares of Class A Common Stock (the “Closing Award”).

The Closing Award was granted automatically on the date of the closing of the Merger.

Each Closing Award is scheduled to vest in equal monthly installments over the next 36 months on the same day of each relevant month as the applicable vesting date, in each case subject to the non-employee director continuing to be a service provider through the applicable vesting date.

The Closing Awards were not permitted to be exercised prior to the time that a Registration Statement on Form S-8 relating to the issuance of our Class A Common Stock under the Plan became effective, which occurred on December 9, 2024.

Initial Award .

Each individual who first becomes a non-employee director following the closing of the Merger will receive, on the first trading day on or after the date on which such individual first becomes a non-employee director, an award of stock options to purchase 15,300 shares of our Class A Common Stock (an “Initial Award”), provided that if an individual was an employee director, becoming a non-employee director due to termination of the individual’s status as an employee will not entitle such individual to an Initial Award.

Further, such stock options were not permitted to be exercised prior to the time that a Registration Statement on Form S-8 relating to the

issuance of our Class A Common Stock under the Plan became effective, which occurred on December 9, 2024.

Each Initial Award will be scheduled to vest as to 1/36th of the shares subject to the Initial Award each month following the Initial Award’s grant date on the same day of the month as such grant date (or on the last day of the month, if there is no corresponding day in such month), in each case subject to continued services through the applicable vesting dates.

Annual Award .

On the first trading day immediately following each Annual Meeting of our stockholders (an “Annual Meeting”) that occurs after the closing of the Merger, each non-employee director will receive an award of stock options to purchase 7,650 shares of our Class A Common Stock (the “Annual Award”).

If an individual commenced service as a non-employee director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the closing of the Merger), then such Annual Award will be prorated based on the number of whole months that the individual served as a non-employee director prior to the Annual Award’s grant date during the 12-month period immediately preceding such Annual Meeting (with any resulting fractional share rounded down to the nearest whole share).

The Annual Award will be scheduled to vest in full on the earlier of the one-year anniversary of the Annual Award’s grant date or the day immediately prior to the date of the next Annual Meeting that occurs after the Annual Award’s grant date, subject to continued services through the applicable vesting dates.

Change in Control .

In the event of a change in control (as defined in the Plan), each non-employee director’s then-outstanding equity awards that were granted to him or her while a non-employee director will accelerate vesting in full, provided that he or she remains a non-employee director through immediately prior to such change in control.

Other Award Terms .

Each Retainer Award, Closing Award, Initial Award and Annual Award will be granted under the Plan (or its successor plan, as applicable) and applicable forms of award agreement under such plan.

Other than Retainer Awards, awards will have a maximum term to expiration of ten years from their grant and a per-share exercise price equal to 100% of the fair market value of a share of our Class A Common Stock on the award’s grant date.

Director Compensation Limits .

The Outside Director Compensation Policy will provide that in any fiscal year, a non-employee director may be granted equity awards (with the value of equity awards based on its grant date fair value determined in accordance with U.S.

GAAP for purposes of this limit) and be provided any cash retainers or fees with an aggregate value of no more than $750,000, provided that such amount is increased to $1,000,000 in the fiscal year of initial service as a non-employee director.

Equity awards granted or other compensation provided to a non-employee director for services provided as an employee or consultant (other than a non-employee director), or provided before the closing of the Merger, will not count toward this annual limit.

For purposes of determining when cash retainers or fees are provided, any deferral elections to delay payout timing will be disregarded.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023 , under the sections headed “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information .

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2024, for all of our equity compensation plans:

Number of Securities to be Issued Upon Exercise of Outstanding Options or Upon Vesting of Restricted

Weighted Average Exercise Price of Outstanding Options

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Plan Category

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

(1) See Note 12 of the audited consolidated financial statements for a description of our equity plans.

Consists of (i) options to purchase a total of 2,375,824 shares of our Class A common stock under the 2024 Plan, the 2021 Plan, the Reneo 2021 Plan, the 2014 Plan and the 2011 Plan, (ii) 213,254 shares of our Class A common stock that are subject to outstanding RSUs under the 2023 Plan and (ii) 17,000 shares of our Class A common stock that are subject to outstanding RSUs under the Reneo 2021 Plan.

As of December 31, 2024, no purchase rights have accrued under the 2024 ESPP.

Equity compensation plans not approved by security holders consists of inducement awards of outstanding stock options to purchase 18,000 shares, which were adopted by the Reneo Compensation Committee without stockholder approval in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, which were assumed in the Merger.

(2) The weighted average exercise price is calculated based solely on outstanding stock options.

It does not take into account the shares of our Class A common stock subject to outstanding RSUs, which have no exercise price.

(3) Consists of 747,867 shares of our Class A common stock reserved for issuance under the Plan and 137,500 shares of our Class A common stock reserved for issuance under our ESPP.

The Plan provides that on the first day of each fiscal year, the number of shares of our Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 2,407,100 shares, (ii) 5% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year, or (iii) such other amount as our Board may determine.

Our ESPP provides that on the first day of each fiscal year, the number of shares of our Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 481,500 shares, (ii) 1% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year, or (iii) such other amount as our Board may determine.

On January 1, 2025, the number of shares of our Class A common stock available for issuance under our 2024 Plan and our ESPP increased by 667,355 and 133,471 shares, respectively, pursuant to these provisions.

These increases are not reflected in the table above.

Security Ownership of Certain Beneficial Owners

The following table sets forth information regarding the beneficial ownership of Class A Common Stock as of March 1, 2025:

each person known by us to be the beneficial owner of more than 5% of our outstanding Class A Common Stock;

each of our executive officers and directors;

all of our directors and executive officers as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security.

Under those rules, beneficial ownership includes securities that such person has the right to acquire, such as through the exercise of stock options, within 60 days of the closing date of the Merger.

Shares subject to warrants and options that are currently exercisable or exercisable within 60 days of the closing date are considered outstanding and beneficially owned by the person holding such warrant and/or options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to us, we believe that the individuals and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Unless otherwise noted, the business address of each of our directors and executive officers is 6707 Winchester Circle, Suite 400, Boulder, CO 80301.

The percentage of beneficial ownership of the Combined Company is calculated based on 12,749,299 shares of Class A Common Stock and 686,527 shares of non-voting Class B Common Stock outstanding.

Shares Beneficially

Beneficial Owner

Directors and Named Executive Officers

Saccomano, Ph.D.

Samuel Agresta, M.D.

Jason Leverone, C.P.A.

Dylan Hartley, Ph.D.

Isaac Manke, Ph.D.

Michael Carruthers (7)

Andrew Phillips, Ph.D.

Jansen, M.D., Ph.D.

Michael Grey (10)

Edward Mathers (11)

All current directors and executive officers as a group (10 persons) (12)

5% Stockholders

Entities affiliated with Cormorant Asset Management LP (13)

Acorn Bioventures, L.P.

Entities affiliated with Citadel Advisors (15)

Perceptive Life Sciences Master Fund, Ltd.

Samsara BioCapital, L.P.

The Vanguard Group (18)

Represents beneficial ownership of less than 1%.

Consists of 126,945 shares of Class A Common Stock subject to options held by Dr.

Saccomano exercisable within 60 days of March 1, 2025 a nd 2,278 restricted stock units that vest within 60 days of March 1 , 2025 .

Consists of 30,132 shares of Class A Common Stock subject to options held by Dr.

Agresta exercisable within 60 days of March 1, 2025.

Consists of 33,188 shares of Class A Common Stock subject to options held by Mr.

Leverone exercisable within 60 days of March 1, 2025 a nd 8,165 restricted stock units that vest within 60 days of March 1 , 2025 .

Consists of 2,812 shares of Class A Common Stock subject to options held by Dr.

Hartley exercisable within 60 days of March 1, 2025.

Flesher ceased providing services as President and Chief Executive Officer on October 4, 2024.

Consists of (i) 12,320 shares of Class A Common Stock and (ii) 155,262 shares of Class A Common Stock subject to options held by Mr.

Flesher that are exercisable within 60 days of March 1, 2025.

Consists of 2,550 shares of Class A Common Stock subject to options held by Dr.

Manke exercisable within 60 days of March 1, 2025.

Consists of 4,972 shares of Class A Common Stock subject to options held by Mr.

Carruthers exercisable within 60 days of March 1, 2025 a nd 2,032 restricted stock units that vest within 60 days of March 1 , 2025 .

Consists of 2,550 shares of Class A Common Stock subject to options held by Dr.

Phillips exercisable within 60 days of March 1, 2025.

Consists of 2,550 shares of Class A Common Stock subject to options held by Dr.

Jansen exercisable within 60 days of March 1, 2025.

Consists of (i) 49,476 shares of Class A Common Stock held by The Grey Family Trust dated November 12, 1999 (the Grey 1999 Trust), (ii) 13,408 shares of Class A Common Stock held by Michael Grey and Rondi Rauch Grey, Co-Trustees of The Grey 2014 Irrevocable Children’s Trust u/a/d 12/17/14 (the Grey 2014 Trust), and (iii) 32,486 shares of Class A Common Stock subject to options held by Mr.

Grey exercisable within 60 days of March 1, 2025.

Grey, Reneo’s former Executive Chairman and a member of the Board of the Combined Company, is trustee of each of the Grey 1999 Trust and Grey 2014 Trust, and in such capacity has the power to vote and dispose of such shares held by the Grey 1999 Trust and Grey 2014 Trust.

Consists of 7,450 shares of Class A Common Stock subject to options held by Mr.

Mathers exercisable within 60 days of March 1, 2025.

See Notes (1) through (11) above.

Based on information taken from Schedule 13G/A filed on October 16, 2024.

Consists of (i) 434,934 shares of Class A Common Stock held by Cormorant Global Healthcare Master Fund, LP (“Master Fund”);

(ii) 1,109,451 shares of Class A Common Stock held by Cormorant Private Healthcare Fund III, LP (“Fund III”);

(iii) 235,480 shares of Class A Common Stock held by Cormorant Private Healthcare Fund IV, LP (“Fund IV”);

(iv) 7,945 shares of Class A Common Stock held by CRMA SPV, LP (“CRMA”);

(v) 49,929 shares of Class A Common Stock held by Cormorant Private Healthcare Fund V, LP (“Fund V”).

Cormorant Global Healthcare GP, LLC serves as the general partner of Master Fund, Cormorant Private Healthcare GP III, LLC

serves as the general partner of Fund III, Cormorant Private Healthcare GP IV, LLC serves as the general partner of Fund IV, Cormorant Private Healthcare GP V, LLC serves as the general partner of Fund V, and Cormorant Asset Management, LP (“Cormorant”) serves as the investment manager to Master Fund, Fund III, Fund IV, Fund V and CRMA.

Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP III, LLC, Cormorant Private Healthcare GP IV, LLC and Cormorant Private Healthcare GP V, LLC, and the general partner of Cormorant and therefore may be deemed to share voting and investment power over such shares.

Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

The address for each of reporting person is 200 Clarendon Street 52nd Floor, Boston, Massachusetts 02116.

Based on information taken from Schedule 13G filed on October 9, 2024.

Consists of (i) 1,439,674 shares of Class A Common Stock held by Acorn Bioventures, L.P..

Acorn Capital Advisors, GP, LLC (“Acorn GP”) is the general partner of Acorn Bioventures L.P.

Acorn GP has discretionary authority to vote and dispose of the shares held by Acorn Bioventures L.P.

and, accordingly, Acorn GP may be deemed to have beneficial ownership of such shares.

Anders Hove is the manager of Acorn GP and, in his capacity as such, may be deemed to beneficially own the shares held by Acorn Bioventures L.P.

Isaac Manke, a member of the Board, is a partner at Acorn GP.

Each of Acorn GP, Dr.

Manke disclaim beneficial ownership of the shares held by Acorn Bioventures L.P., except to the extent of their respective pecuniary interests therein.

The business address for these persons is 420 Lexington Avenue, Suite 2626, New York, NY 10170.

Based on information taken from Schedule 13G filed on October 11, 2024.

Consists of (i) 702,044 shares of Class A Common Stock held by Citadel Multi-Strategy Equities Master Fund Ltd.

(“CM”), (ii) 267,310 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held by CM, and (iii) 360,792 shares of Class A Common Stock held by Citadel CEMF Investments Ltd.

(“CEMF Investments”).

Does not include 419,217 shares of Class A Common Stock otherwise issuable to CM upon conversion of Class B Common Stock due to a 9.9% beneficial ownership limit.

The Class B Common Stock is non-voting.

Citadel Advisors LLC (“Citadel Advisors”) is the portfolio manager of CM and CEMF Investments.

Citadel Advisors Holdings LP (“CAH”) is the sole member of Citadel Advisors.

Citadel GP LLC (“CGP”) is the general partner of CAH.

Kenneth Griffin owns a controlling interest in CGP.

Griffin, as the owner of a controlling interest in CGP, may be deemed to have shared power to vote or direct the vote of, and/or shared power to dispose or to direct the disposition of, the shares held by CEMF.

This response is not and shall not be construed as an admission that Mr.

Griffin or any of the Citadel related entities listed above is the beneficial owner of any securities of the Combined Company other than the securities actually owned by such person (if any).

The address for each of these persons is c/o Citadel Enterprise Americas, Southeast Financial Center, 200 S.

Biscayne Blvd., Suite 3300, Miami, FL 33131.

Based on information taken from Schedule 13G filed on October 10, 2024.

Consists of 1,004,439 shares of Class A Common Stock held by Perceptive Life Sciences Master Fund, Ltd.

Perceptive Advisors LLC (the “Advisor”) serves as the investment manager to Perceptive Life Sciences Master Fund, Ltd.

(the “Master Fund”).

Joseph Edelman is the managing member of the Advisor.

Edelman and the Advisor disclaims, for purposes of Section 16 of the Exchange Act, beneficial ownership of the shares held by the Master Fund, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr.

Edelman or the Advisor is the beneficial owner of such securities.

The address for Perceptive Life Sciences Master Fund, Ltd.

and Perceptive Advisors LLC is 51 Astor Place, 10th Floor, New York, NY 10003.

Based on information taken from Schedule 13G filed on October 11, 2024.

Consists of 824,155 shares of Class A Common Stock held by Samsara BioCapital, L.P.

Samsara BioCapital GP, LLC (“Samsara LLC”) is the general partner of by Samsara BioCapital, L.P.

(“Samsara LP”) and therefore may be deemed to beneficially own the shares held by Samsara LP.

Srinivas Akkaraju, MD, Ph.D.

has voting and investment power over the shares held by Samsara LLC and, accordingly, may be deemed to beneficially own the shares held by Samsara LP.

Samsara LLC disclaims beneficial ownership in these shares except to the extent of its respective pecuniary interest therein.

The address for Samsara LP is 628 Middlefield Road, Palo Alto, CA 94301.

Based on information taken from Schedule 13G filed on January 31, 2025.

The Vanguard Group reported that it has sole dispositive power with respect to 705,988 shares and shared dispositive power with respect to 745 shares.

The address for the Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023 , under the sections headed “Transactions with Related Persons and Indemnification” and “Information Regarding the Board of Directors and Corporate Governance.”

Independence of the Board

As required under the Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors.

Our Board consults with counsel to ensure that its determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and us, our senior management and our independent registered public accounting firm, the Board has affirmatively determined that the following five directors are independent directors within the meaning of the applicable Nasdaq listing standards:

Michael Carruthers, Dr.

Isaac Manke, Dr.

Andrew Phillips, Mr.

Mathers and Dr.

In making this determination, the Board found that none of the directors had a material or other disqualifying relationship with us.

Saccomano, our President and Chief Executive Officer is not an independent director by virtue of his employment relationship with us.

Grey is not considered an independent director because of his recent former service as Reneo’s Executive Chairman.

Certain Transactions With or Involving Related Persons

The following is a summary of transactions since January 1, 2023, or any currently proposed transaction, in which we were or are a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at fiscal year-end for 2024 and 2023, and in which any of our executive officers, directors or holders of more than 5% of our capital stock, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements disclosed in “Item 11.

Executive Compensation” of this Annual Report on Form 10-K.

Director and Officer Indemnification

We have entered into indemnification agreements with each of our directors and executive officers.

These agreements, among other things, require us or will require us to indemnify each director (and in certain cases their related venture capital funds) and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines, and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

Our amended and restated certificate of incorporation and our Bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted by the DGCL.

Further, we have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement, or payment of a judgment under certain circumstances.

Sublease Agreement

On January 10, 2025, we entered into a sublease agreement with Ambros Therapeutics, Inc.

(“Ambros Therapeutics”), pursuant to which we subleased certain office space to Ambros Therapeutics for their corporate headquarters.

Flesher, the President and Chief Executive Officer of Reneo prior to the Merger, is acting President and the Chief Executive Officer and a stockholder of Ambros Therapeutics.

The premises are located in Irvine, California.

The approximate value of the transaction is $450,000 over the term of the Sublease.

The Sublease was considered by us in accordance with our Related Person Transactions Policy, and approved by Audit Committee.

Policies and Procedures for Related Person Transactions

We have adopted a formal, written policy regarding related person transactions.

This policy provides that a related person transaction is a transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships, in which we are a participant and in which a related person has, had or will have a direct or indirect material interest and in which the aggregate amount involved exceeds $120,000.

For purposes of this policy, a related person means any of our executive officers and directors (including director nominees), in each case at any time since the beginning of our last fiscal year, or holders of more than 5% of any class of our voting

securities and any member of the immediate family of, or person sharing the household with, any of the foregoing persons.

Our Audit Committee has the primary responsibility for reviewing and approving, ratifying, or disapproving related person transactions.

In determining whether to approve, ratify, or disapprove any such transaction, our Audit Committee will consider, among other factors, (1) whether the transaction is fair to us and on terms no less favorable than terms generally available to unaffiliated third parties under the same or similar circumstances, (2) the extent of the related person’s interest in the transaction, (3) whether there are business reasons for us to enter into such transaction, (4) whether the transaction would impair the independence of any of our outside directors, and (5) whether the transaction would present an improper conflict of interest for any of our directors or executive officers.

The policy grants standing pre-approval of certain transactions, including (1) certain compensation arrangements for our directors or executive officers, (2) transactions with another company at which a related person’s only relationship is as a non-executive employee, director, or beneficial owner of less than 10% of that company’s shares, provided that the aggregate amount involved does not exceed the greater of $200,000 or 5% of such company’s total annual revenues and the transaction is on terms no less favorable than terms generally available to unaffiliated third parties under the same or similar circumstances, (3) charitable contributions by us to a charitable organization, foundation or university at which a related person’s only relationship is as a non-executive employee or director, provided that the aggregate amount involved does not exceed the greater of $200,000 or 5% of such organization’s total annual receipts, (4) transactions where a related person’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis and (5) any indemnification or advancement of expenses made pursuant to our organizational documents or any agreement.

In addition to our policy, our Audit Committee charter provides that our Audit Committee shall review and approve or disapprove any related person transactions.

Principal Accountant Fees and Services

The information required by this item is incorporated by reference to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023 , under the section headed “Ratification of Selection of Independent Registered Public Accounting Firm.”

KPMG LLP (“KPMG”) served as the independent registered public accounting firm of Legacy OnKure prior to the consummation of the Merger.

On November 7, 2024, the Audit Committee engaged KPMG as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2024.

Accordingly, Ernst & Young LLP ("EY"), our independent registered public accounting firm prior to the Merger, was informed on November 7, 2024 that it was dismissed as our independent registered public accounting firm.

The following table represents aggregate fees billed, or expected to be billed, to us by KPMG and EY for the fiscal years ended December 31, 2024 and December 31, 2023:

Audit Fees (1)

Audit-related Fees (2)

All Other Fees (3)

(1) Audit Fees include fees for the (i) audit of the financial statements included in our Form 10-K for our fiscal years ended December 31, 2024, and December 31, 2023, (ii) review of Legacy OnKure, Inc.’s interim financial statements included on Forms S-4, S-1 and 8-K and (iii) attest, consent and review services normally provided by the accountant in connection with SEC filings.

Included in the 2023 audit fees are $135,622 of fees billed in connection with the Reneo public offering that closed in May 2023.

(2) Audit-related Fees include fees for accounting consultations.

(3) Consists of non-audit fees in connection with access to the EY on-line accounting research and disclosures database.

(4) Represents fees from KPMG for audit of fiscal year 2024.

(5) Represents fees from EY for audit of fiscal year 2024.

(6) Represents fees from EY for audit of fiscal year 2023.

All fees described above were approved by the Audit Committee.

Pre-Approval Policies and Procedures

The above services performed by the independent registered public accounting firm were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee.

This policy describes the permitted audit, audit-related, tax, and other services that our independent registered public accounting firm may perform.

The policy also requires that our independent registered public accounting firm provide in writing:

• an annual description of all relationships between the independent registered public accounting firm and the client that may reasonably be thought to bear on independence;

• confirmation that, in the independent registered public accounting firm’s professional judgment, it is independent of the client under SEC requirements;

• discussion of its independence and the potential effects on its independence of performing any non-audit related services.

The services expected to be performed by our independent registered public accounting firm during the subsequent fiscal year are presented to the Audit Committee for pre-approval.

Any pre-approval must describe, in writing, the particular service or category of services.

Requests for audit, audit-related, tax, and other services not contemplated by those pre-approved services must be submitted to the Audit Committee for specific pre-approval.

Generally, pre-approval is considered at the Audit Committee’s regularly scheduled meetings.

However, the authority to grant specific pre-approval between meetings, as necessary, has been delegated to the Chair of the Audit Committee.

If the Chair is not available, the other two Audit Committee members together have the authority to grant specific pre-approval between meetings.

The Chair or the other members must update the Audit Committee at the next regularly scheduled meeting of any services that were granted specific pre-approval.

The Audit Committee pre-approved all audit related services rendered in 2024 and did not rely on the waiver of pre-approval requirement provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X promulgated under the Exchange Act.

Exhibit and Financial Statement Schedules

6 unchanged sentences

EXHIBIT INDEX

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 13, 2021).

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 13, 2021).

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-254534), filed with the SEC on April 5, 2021).

Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated December 9, 2020 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-254534), filed with the SEC on March 19, 2021).

Description of Common Stock of the Registrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No.

001-40315), filed with the SEC on March 23, 2022).

Agreements with Executive Officers and Directors

Employment Agreement by and between the Registrant and Alejandro Dorenbaum, M.D., dated January 1, 2018 (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-254534), filed with the SEC on April 5, 2021).

Letter Agreement by and between the Registrant and Michael Grey, dated February 12, 2018, as amended on December 7, 2020 (incorporated by reference to Exhibit 10.16 to the Registrant’s

Registration Statement on Form S-1, as amended (File No.

333-254534), filed with the SEC on April 5, 2021).

Employment Agreement by and between the Registrant and Gregory J.

Flesher, dated November 2, 2020 (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-254534), filed with the SEC on April 5, 2021).

Employment Agreement by and between the Registrant and Michael Cruse, dated November 20, 2020 (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-254534), filed with the SEC on April 5, 2021).

Letter Agreement by and between the Registrant and Eric M.

Dube, Ph.D., dated March 10, 2021 (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-254534), filed with the SEC on April 5, 2021).

Employment Agreement by and between the Registrant and Ashley F.

Hall, J.D., dated October 11, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2021 (File No.

Form of Indemnity Agreement by and between the Registrant and its directors and executive officers (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-254534), filed with the SEC on April 5, 2021).

Reneo Pharmaceuticals, Inc.

Non-Employee Director Compensation Policy, as amended (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K (File No.

001-40315), filed with the SEC on March 27, 2023).

Letter Agreement by and between Registrant and Paul W.

Hoelscher, dated January 20, 2022 (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K (File No.

001-40315), filed with the SEC on March 23, 2022).

Letter Agreement by and between the Registrant and Roshawn Blunt, dated August 2, 2022 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-40315), filed with the SEC on August 9, 2022).

Patent and License Agreements

License Agreement by and between the Registrant and vTv Therapeutics LLC, dated December 21, 2017 (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-254534), filed with the SEC on April 5, 2021).

Sales Agreements

Sales Agreement, dated November 13, 2023, by and between the Registrant and Leerink Partners LLC (incorporated by reference to 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-40315), filed with the SEC on November 13, 2023).

Equity Compensation Plans and Policies

Incorporated by Reference

Agreement and Plan of Merger, dated May 10, 2024, by and among Reneo Pharmaceuticals, Inc., Radiate Merger Sub I, Inc., Radiate Merger Sub II, LLC and OnKure, Inc.

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

Amended and Restated Certificate of Incorporation, as amended.

Amended and Restated Bylaws .

Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated December 9, 2020.

Description of Capital Stock of the Registrant.

Form of Indemnity Agreement by and between the Registrant and its directors and executive officers.

Registration Rights Agreement dated October 4, 2024 by and among OnKure Therapeutics, Inc.

and certain parties thereto .

Sales Agreement, dated November 13, 2023, by and between the Registrant and Leerink Partners LLC.

Reneo Pharmaceuticals, Inc.

2014 Equity Incentive Plan, as amended, and UK Sub-Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-254534), filed with the SEC on April 5, 2021).

2014 Equity Incentive Plan, as amended, and UK Sub-Plan.

Forms of Grant Notice, Stock Option Agreement and Notice of Exercise under the Reneo Pharmaceuticals, Inc.

2014 Equity Incentive Plan, as amended, and UK Sub-Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-254534), filed with the SEC on April 5, 2021).

2014 Equity Incentive Plan, as amended, and UK Sub-Plan.

Reneo Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-254534), filed with the SEC on April 5, 2021).

2021 Equity Incentive Plan.

Forms of (i) Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise, (ii) Stock Option Grant Notice - International, Stock Option Agreement - International and Notice of Exercise - International and (iii) Non-Employee Director Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise – Non-Employee Director under the Reneo Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K (File No.

001-40315), filed with the SEC on March 27, 2023).

2021 Equity Incentive Plan.

Forms of (i) Restricted Stock Unit Award Grant Notice and Award Agreement and (ii) Restricted Stock Unit Award Grant Notice - International and Award Agreement - International under the Reneo Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-254534), filed with the SEC on April 5, 2021).

2021 Equity Incentive Plan.

Forms of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise for Inducement Grant Outside of the Reneo Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2021).

Forms of RSU Award Grant Notice and Award Agreement (RSU Award) for Inducement Grant Outside of the Reneo Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2021).

Reneo Pharmaceuticals, Inc.

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-254534), filed with the SEC on April 5, 2021).

2021 Equity Incentive Plan.

Reneo Pharmaceuticals, Inc.

Severance Benefit Plan, as amended as of September 27, 2022, and form of Participation Agreement thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2022).

Severance Benefit Plan, as amended as of September 27, 2022, and form of Participation Agreement thereunder.

OnKure Therapeutics, Inc.

2024 Equity Incentive Plan, and forms of agreement thereunder .

OnKure Therapeutics, Inc.

2024 Employee Stock Purchase Plan .

2011 Stock Incentive Plan, as amended, and forms of agreement thereunder .

2021 Stock Incentive Plan, as amended, and forms of agreement thereunder .

2023 RSU Equity Incentive Plan, as amended, and forms of agreement thereunder .

OnKure Therapeutics, Inc.

Executive Incentive Compensation Plan .

OnKure Therapeutics, Inc.

Form of Executive Employment Agreement .

OnKure Therapeutics, Inc.

Outside Director Compensation Policy .

Form of Indemnification Agreement .

Form of Reneo Support Agreement .

Form of OnKure Support Agreement .

Form of Lock-Up Agreement .

Subscription Agreement dated May 10, 2024 .

Insider Trading Policy .

Subsidiaries of the Registrant.

1 unchanged sentence

Power of Attorney (see signature page).

Issuer Purchases of Equity Securities.

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Reneo Pharmaceuticals, Inc.

Incentive Compensation Repayment Policy.

OnKure Therapeutics, Inc.

Compensation Recovery Policy .

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

1 unchanged sentence

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed with this Annual Report on Form 10-K.

This certification shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

3 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RENEO PHARMACEUTICALS, INC.

ONKURE THERAPEUTICS, INC.

March 10, 2025

/s/ Gregory J.

/s/ Nicholas A.

President & Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gregory J.

Flesher and Jennifer P.

Lam and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10‑K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nicholas A.

Saccomano and Jason Leverone and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10‑K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

/s/ Gregory J.

President and Chief Executive Officer

/s/ Nicholas A.

Chief Executive Officer, President and Director

March 10, 2025

(Principal Executive Officer)

/s/ Jennifer P.

Senior Vice President, Finance and Administration

/s/ Jason Leverone

Chief Financial Officer

March 10, 2025

Jason Leverone

(Principal Financial and Accounting Officer)

/s/ Michael Grey

Executive Chairman

Michael Carruthers

March 10, 2025

/s/ Roshawn A.

Michael Carruthers

/s/ Michael Grey

March 10, 2025

/s/ Eric Dube

/s/ Valerie M.

March 10, 2025

Eric Dube, Ph.

/s/ Isaac Manke

March 10, 2025

1 unchanged sentence

March 10, 2025

/s/ Bali Muralidhar

March 28, 2024

Bali Muralidhar, M.D., Ph.

/s/ Niall O’Donnell

March 28, 2024

Niall O’Donnell, Ph.

/s/ Stacey D.

/s/ Andrew Phillips

March 10, 2025

Andrew Phillips

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures