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Item 8. Financial Statements and Supplementary Data

2026-03-12 compared with 2025-03-10 · 176 added, 193 removed, 517 unchanged (42% of the section changed)

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generally accepted accounting principles .

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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Operating lease right-of-use asset

LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Accrued expenses

Accrued expenses and other current liabilities

Operating lease liabilities, current portion

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Long-term operating lease liabilities

Other long-term liabilities

Total liabilities

Commitments and contingencies (Note 14)

Convertible preferred stock, Series C, $ 0.0001 par value;

no shares and 7,404,919 shares authorized;

no shares and 6,840,620 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively;

liquidation preference of $ 195,823 as of December 31, 2023

Stockholders’ equity (deficit):

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized;

no shares issued or outstanding at December 31, 2024

Commitments and contingencies

Stockholders’ equity:

Common stock, Class A, $ 0.0001 par value;

200,000,000 and 943,840 shares authorized;

200,000,000 shares authorized;

13,673,565 and 12,660,590 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Common stock, Class B, $ 0.0001 par value;

10,000,000 and 226,285 shares authorized;

686,527 and no shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

10,000,000 shares authorized;

no shares and 686,527 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity (deficit)

Total liabilities, convertible preferred stock, and stockholders’ equity (deficit)

Total stockholders’ equity

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of these consolidated financial statements.

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Loss from operations

Other income and (expense):

Other income:

Interest income

Interest and other expense

Total other income and (expense)

Total other income (expense)

Net loss and comprehensive loss

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(In thousands, except share data)

Stockholders'

Convertible Preferred Stock

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Class B Common stock

Stockholders'

Balance, December 31, 2023

Issuance of Series C Preferred Stock under a stock purchase agreement, net of issuance costs of $ 0.7 million

Issuance of Class A Common Stock and Series C Preferred Stock in exchange for Series A, A-1, and Series B Preferred Stock under a stock purchase agreement

Issuance of Class A Common Stock for

cash upon the exercise of stock options

Share-based compensation expense

Balance, December 31, 2023

Conversion of Convertible Preferred Stock for Class A and B Common Stock in connection with the Merger

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Balance, December 31, 2024

Conversion of Class B Common Stock to Class A Common Stock

Issuance of Class A Common Stock under the Employee Stock Purchase Plan

Vesting of restricted stock units, net

Share-based compensation

Balance, December 31, 2025

The accompanying notes are an integral part of these consolidated financial statements.

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Amortization of right-of-use asset - operating

Loss on disposal of property and equipment

Amortization of debt issuance costs

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Lease liabilities

Other long-term liabilities

Net cash used in operating activities

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Purchases of property and equipment

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities:

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Payment of reverse recapitalization transaction costs

Proceeds from the issuance of Convertible Preferred Stock

Payment of issuance costs associated with the issuance of

Convertible Preferred Stock

Proceeds from issuance of convertible notes payable

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notes payable

Proceeds from the issuance of common stock in connection with equity plans

Proceeds from sale of stock under the employee stock purchase plan

Proceeds from the issuance of common stock for exercises of stock options

Net cash provided by financing activities

Net increase in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of period

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Interest paid

Supplemental disclosure of noncash financing activities:

Right-of-use asset obtained in exchange for new operating lease liability

Issuance of Series C Preferred Stock conversion

Supplemental disclosure of noncash investing activities:

Conversion of Series C Preferred Stock

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Organization and Business

OnKure Therapeutics, Inc., ("OnKure" or the "Company") is a clinical-stage biopharmaceutical company focused on the discovery and development of precision medicines that target biologically validated drivers of cancers that are underserved by available therapies.

Using a structure- and computational chemistry-driven drug design platform, OnKure is committed to improving clinical outcomes for patients by building a pipeline of small molecule drugs designed to selectively target specific mutations thought to be key drivers of cancer.

OnKure Therapeutics, Inc.

(“OnKure” or the “Company”) is a clinical-stage biopharmaceutical company focused on the discovery and development of precision medicines that target biologically validated drivers of diseases that are underserved by available therapies.

Using a structure-based drug design platform, OnKure is committed to improving clinical outcomes for patients by building a pipeline of small molecule drugs designed to achieve optimal efficacy and tolerability by selectively target specific mutations thought to be key drivers of cancer and other diseases.

The Company was formed in 2014 as Reneo Pharmaceuticals, Inc.

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On October 4, 2024, the Company changed its name to OnKure Therapeutics, Inc.

Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

The Company had recurring losses and negative cash flows from operations, an accumulated deficit of $ 214.2 million , and cash and cash equivalents of $ 59.1 million as of December 31, 2025.

Due to the current status of the clinical program, the anticipated costs to be incurred for existing operations as well as exploring other corporate strategic alternatives, and the uncertainty of the Company's ability to raise a significant amount of capital, the Company determined that it does not have sufficient funds to meet its obligations through at least the next 12 months from the issuance of these financial statements.

As a result, substantial doubt exists about the Company’s ability to continue as a going concern.

The Company could delay or cancel certain planned expenditures related to its drug development programs and/or implement cost reduction measures to conserve its cash balances;

however, there is no assurance that those measures would be adequate to allow the Company to continue as a going concern for a period beyond one year from the issuance of these financial statements.

On November 6, 2025, we filed a shelf registration statement on Form S-3 that allows us to undertake various equity and debt offerings.

Additionally, the Company filed a prospectus supplement to the shelf registration statement and entered into a sales agreement (“Sales Agreement”) with Leerink Partners LLC (“Leerink Partners”) under which the Company may offer and sell shares (the “Placement Shares”) of the Company’s Class A common stock, $ 0.0001 par value per share (the “Common Stock”), from time to time having aggregate sales proceeds of up to $ 16.0 million, through an “at the market offering” program (“ATM”) under which Leerink Partners will act as sales agent.

The Company has not yet offered or sold any shares of common stock related to the ATM.

The Company’s ability to secure capital is dependent upon success in discovering and developing its drug candidates.

The Company cannot provide assurance that additional capital will be available on acceptable terms, if at all.

The issuance of additional equity or debt securities will likely result in substantial dilution to the Company’s stockholders.

Should additional capital not be available to the Company in the near term, or not be available on acceptable terms, the Company may be unable to realize value from the Company’s assets or discharge liabilities in the normal course of business, which may, among other alternatives, cause the Company to delay, substantially reduce, or discontinue operational activities to conserve cash, which could have a material adverse effect on the Company’s ability to achieve its intended business objectives.

Changing circumstances, including due to macroeconomic and geopolitical effects outside of the Company’s control, may cause the Company to consume capital significantly faster or slower than currently anticipated.

The Company's estimates are based on assumptions that may prove to be wrong, and the Company could exhaust its available financial resources sooner than currently anticipated.

Accordingly, failure to raise capital as and when needed, on favorable terms or at all, would have a negative impact on the Company’s financial condition and its ability to discover and develop its product candidates.

The consolidated financial statements do not include any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

Merger with Reneo

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This transaction is referred to as the “Merger.” Following the Merger, Reneo changed its name to OnKure Therapeutics, Inc.

Legacy OnKure remains as a wholly-owned subsidiary of the Company.

Legacy OnKure remains as a wholly-owned subsidiary of the Company, and, together with the Company, is referred to as the “Combined Company” below.

The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of May 10, 2024 (the “Merger Agreement”), by and among Reneo, Radiate Merger Sub I, Inc., a Delaware corporation Radiate Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), and Legacy OnKure.

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The Merger was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

For accounting purposes, Legacy OnKure is considered the accounting acquirer and Reneo is the acquired company based on the terms of the Merger Agreement and other factors, such as relative voting rights and the composition of the combined company’s board of directors and senior management.

For accounting purposes, Legacy OnKure is considered the accounting acquirer and Reneo is the acquired company based on the terms of the Merger Agreement and other factors, such as relative voting rights and the composition of the Company’s board of directors and senior management.

Accordingly, the Merger was treated as the equivalent of Legacy OnKure issuing stock to acquire the net assets of Reneo.

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The board of directors and the management of the Company are carefully monitoring these developments and the resulting economic impact on its financial condition and results of operations .

Liquidity and Capital Resources

The Company had recurring losses from operations, an accumulated deficit of $ 154.7 million and cash and cash equivalents of $ 110.8 million as of December 31, 2024.

The Company’s ability to fund its ongoing operations is highly dependent upon raising additional capital through the issuance of equity securities, issuing debt or other financing vehicles.

As of December 31, 2023, the Company had determined that substantial doubt about the Company’s ability to continue as a going concern for a period of at least 12 months from the date of the issuance of those financial

statements did exist.

However, following the completion of the Merger and Concurrent Financing, as described in more detail in Note 3, management believes the Company’s cash and cash equivalents will be sufficient to fund its current operating plan for at least the next 12 months from the date of issuance of these consolidated financial statements and as such substantial doubt has been alleviated.

The Company’s ability to secure capital is dependent upon success in discovering and developing its drug candidates.

The Company cannot provide assurance that additional capital will be available on acceptable terms, if at all.

The issuance of additional equity or debt securities will likely result in substantial dilution to the Company’s stockholders.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

The financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

Failure to raise capital as and when needed, on favorable terms or at all, would have a negative impact on the Company’s financial condition and its ability to discover and develop its product candidates.

Changing circumstances may cause the Company to consume capital significantly faster or slower than currently anticipated.

If the Company is unable to acquire additional capital or resources, it will be required to modify its operational plans.

The estimates included herein are based on assumptions that may prove to be wrong, and the Company could exhaust its available financial resources sooner than currently anticipated.

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The Company’s consolidated financial statements are prepared in accordance with GAAP and reflect the operation of the Company and its wholly owned subsidiaries, OnKure, Inc.

The Company’s consolidated financial statements are prepared in accordance with GAAP and reflect the operation of the Company and its former wholly-owned subsidiaries, OnKure, Inc.

and Merger Sub II.

As of December 31, 2025, all subsidiaries have been merged into the Company.

All intercompany balances and transactions among the consolidated entities have been eliminated in consolidation.

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The preparation of the Company’s consolidated financial statements in accordance with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period.

Although these estimates are based on the Company’s knowledge of current events and actions it may take in the future, actual results may ultimately differ from these estimates.

The most significant estimates relate to external research and development expenses, and the fair value of stock options and restricted stock awards and units .

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period.

Although these estimates are based on the Company’s knowledge of current events and actions it may take in the future, actual results may ultimately differ from these

The most significant estimates relate to external research and development expenses, and the fair value of stock options and restricted stock units .

Comprehensive Loss

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Research and development (“R&D”) costs are expensed as incurred in performing research and development activities.

The costs include employee-related expense, including salaries, severance, benefits,

share-based compensation, fees for acquiring and maintaining licenses under third-party license agreements, consulting fees, costs of research and development activities conducted by third parties on the Company’s behalf, costs to manufacture or have manufactured clinical trial materials, depreciation, and facilities and overhead costs.

The costs include employee-related expense, including salaries, severance, benefits, share-based compensation, costs of research and development activities conducted by third parties on the Company’s behalf, costs to have clinical trial materials manufactured, fees for acquiring and maintaining licenses under third-party license agreements, consulting fees, depreciation, and facilities and overhead costs .

Accrued Research and Development Expenses

The Company records research and development expenses in the period in which the Company receives or takes ownership of the applicable goods or when the applicable services are performed.

The Company records research and development expenses in the period in which it receives or takes ownership of the applicable goods or when the applicable services are performed.

The Company is required to estimate its expenses resulting from its obligations under contracts with vendors, consultants, and contract research organizations, in connection with conducting research and development activities.

The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts.

The Company reflects research and development expenses in its financial statements by matching those expenses with the period in which services and efforts are expended.

The Company reflects research and development expenses in its consolidated financial statements by matching those expenses with the period in which services and efforts are expended.

The Company accounts for these expenses according to the progress of the preclinical studies or clinical trials, as measured by the timing of various aspects of the study or related activities.

The Company determines accrual estimates through a review of the underlying contracts along with the preparation of financial models considering discussions with research and other key personnel as to the progress of studies, trials, or other services being conducted.

During a study or trial, the Company adjusts its rate of expense recognition if actual results differ from its estimate.

During a study or trial, the Company adjusts its rate of expense recognition if actual results differ from its estimates.

Nonrefundable advance payments for goods and services, including fees for process development or manufacturing and distribution of clinical supplies that will be used in future research and development activities, are deferred and recognized as an expense in the period that the related goods are consumed, or services are performed.

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The risk-free interest rates used are based on the U.S.

Treasury yield in effect at the time of grant for zero-coupon U.S.

Treasury yield in effect at the

time of grant for zero-coupon U.S.

treasury notes with maturities approximately equal to the expected term of the stock options.

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The Company calculates the grant date fair values of stock options using the Black-Scholes valuation model, which requires the input of subjective assumptions, including but not limited to expected stock price volatility over the term of the awards and the expected term of stock options.

value of restricted stock awards granted to employees is based on the quoted closing market price per share on grant date.

Common Stock Valuation

Due to the lack of marketability for the Company’s common stock prior to the Merger, the Company utilized methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants’ Audit and Accounting Practice Guide:

Valuation of Privately-Held Company Equity Securities Issued as Compensation to estimate the fair value of its common stock.

In determining the exercise prices for options granted prior to the Merger, the Company had considered the fair value of the common stock as of the grant date.

The fair value of the common stock has been determined based upon a variety of factors, including the prices at which the Company sold shares of its convertible preferred stock to outside investors in arms-length transactions, and the superior rights, preferences and privileges of the preferred stock relative to the common stock at the time of each grant;

the progress of the Company’s research and development programs, including their stages of development, and the Company’s business strategy;

external market and other conditions affecting the biotechnology industry, and trends within the biotechnology industry;

the Company’s financial position, including cash on hand, and its historical and forecasted performance and operating results;

the lack of an active public market for the Company’s common stock;

and the market performance of peer companies in the biopharmaceutical industry.

Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date.

The fair value of restricted stock awards granted to employees is based on the quoted closing market price per share on grant date.

Fair Value of Financial Instruments

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Management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which these deposits are held and of the money market funds in which these investments are made .

Deferred Offering Costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated.

After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance.

Should the equity issuance be abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the statement of operations.

Deferred offering costs as of December 31, 2025 were $ 0.2 million .

There were no deferred offering costs as of December 31, 2024.

Such costs are classified in other non-current assets in the accompanying balance sheets.

Property and Equipment, Net

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Variable lease payments, except for the ones that depend on index or rate, are excluded from the calculation of the ROU assets and lease liabilities and are recognized as variable lease expense in the statements of operations and comprehensive loss in the period in which they are incurred.

Sublease inflows are netted against the respective lease outflows.

As the interest rate implicit in the Company’s leases is not readily determinable, the Company uses its estimated incremental borrowing rate in its present value calculations.

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Operating leases with a term of less than one year are recognized as a lease expense over the term of the lease, with no asset or liability recognized on the balance sheet.

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently payable and deferred taxes.

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently payable and deferred taxes.

The Company accounts for income taxes using the asset and liability method of accounting for deferred income taxes.

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The Company has provided a valuation allowance equal to its net deferred tax assets since inception as, due to its history of operating losses, the Company has concluded that it is more likely than not that most of its deferred tax assets will not be realized.

Accounting for uncertain tax positions requires a more likely than not threshold for recognition in the financial statements.

Accounting for uncertain tax positions requires a more likely than not threshold for recognition in the consolidated financial statements.

The Company recognizes a tax benefit based on whether it is more likely than not that a tax position will be sustained.

The Company records a liability to the extent that a tax position taken or expected to be taken on a tax return exceeds the amount recognized in the financial statements.

The Company records a liability to the extent that a tax position taken or expected to be taken on a tax return exceeds the amount recognized in the consolidated financial statements.

The Company has no unrecognized tax benefits as of December 31, 2025 and 2024.

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As of December 31, 2025 , the Company’s tax years since inception are subject to examination by taxing authorities in the United States, and the UK tax returns from 2018 forward are subject to examination.

Recently Issued Accounting Pronouncemen ts

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

This update is effective beginning with the Company’s 2024 fiscal year annual reporting period, with early adoption permitted.

The disclosure related to this ASU are in Note 4 below.

Recently Adopted Accounting Pronouncemen ts

In December 2023, the FASB issued ASU 2023-09 , Income Taxes (Topic 740):

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The requirements of the ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of this pronouncement.

This ASU was adopted retrospectively for the year ended December 31, 2025 and the disclosures related to this ASU are in Note 12 below.

Recently Issued Accounting Pronouncemen ts

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is currently evaluating the impact of this pronouncement.

The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any accounting pronouncements issued through the date of this report will have a material impact on its financial statements.

In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270):

Narrow-Scope Improvements.

This standard clarifies current interim reporting requirements on Topic 270 and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

This standard will be effective for fiscal years beginning after December 15, 2027, with the option to apply it retrospectively.

Early adoption is allowed.

The Company is currently assessing the potential impact of this guidance on its consolidated financial statement disclosures.

Merger Agreement and Concurrent Financing

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provided that one holder of Legacy OnKure preferred stock elected to receive 686,527 shares that it would otherwise have received in the form of Class A Common Stock in an equal number of shares of Class B Common Stock.

Upon the closing of the Merger, (i) an aggregate of 6,470,281 shares of Class A Common Stock and 686,527 shares of Class B Common Stock of the combined company were issued in exchange for the shares of Legacy OnKure capital stock outstanding as of immediately prior to the Closing and (ii) outstanding shares of Reneo common stock were reclassified into an aggregate of approximately 3,343,604 shares of Class A Common Stock.

In addition, each then-outstanding option to purchase shares of Legacy OnKure common stock was assumed and converted into an option to purchase Class A Common Stock based on the Common Exchange Ratio, and each then-outstanding RSU of Legacy OnKure corresponding to shares of Legacy OnKure preferred stock was assumed and converted into RSUs covering 213,254 shares of Class A Common Stock based on the Preferred Exchange Ratio.

Each share of Reneo common stock, each option to purchase shares of Reneo common stock and each RSU award covering shares of Reneo common stock that was issued and outstanding as of immediately prior to the Closing remained issued and outstanding in accordance with its terms and such shares, options and RSUs, subject to the Reverse Stock Split, were reclassified as Class A Common Stock but were otherwise unaffected by the Merger;

provided that, to the extent not previously vested, all such options and RSUs held by Reneo’s directors and executive officers vested at Closing.

Upon the closing of the Merger, (i) an aggregate of 6,470,281 shares of Class A Common Stock and 686,527 shares of Class B Common Stock of Reneo were issued in exchange for the shares of Legacy OnKure capital stock outstanding as of immediately prior to the Closing and (ii) outstanding shares of Reneo common stock were reclassified into an aggregate of approximately 3,343,604 shares of Class A Common Stock.

In connection with the Merger Agreement, Reneo entered into a subscription agreement with certain investors, pursuant to which the investors subscribed for and purchased, concurrent with the closing of the Merger, an aggregate of 2,839,005 shares of Class A Common Stock at a price of approximately $ 22.895 per share for aggregate gross proceeds of approximately $ 65.0 million, including the conversion of previously funded Convertible Promissory Notes principal of $ 6.0 million and accrued interest there on of $ 120 thousand, on October 4, 2024.

At the effective time of the Merger, the authorized shares of Class A Common Stock of the Company are 200,000,000 with par value of $ 0.0001 and Class B Common Stock of the Company are 10,000,000 with par value of $ 0.0001 .

In addition, in October 2024 the Company adopted the 2024 Equity Incentive Plan (the "2024 Plan") and 2024 Employee Stock Purchase Plan (the "2024 ESPP").

Under the 2024 Plan a total of 2,480,000 shares of Class A Common Stock were initially reserved for issuance.

In addition, shares reserved for issuance under the 2024 Plan will include shares of Class A Common Stock equity awards granted under the Reneo 2021 Plan and any shares of Class A Common Stock equity awards that were assumed in the Merger.

Under the 2024 ESPP, an aggregate of 137,500 shares of Class A Common Stock are currently reserved and available for issuance.

At the effective time of the Merger, the authorized shares of Class A Common Stock of the Company were 200,000,000 with par value of $ 0.0001 and Class B Common Stock of the Company were 10,000,000 with par value of $ 0.0001 .

The Merger was accounted for as a reverse recapitalization in accordance with GAAP, with Legacy OnKure as the accounting acquirer of Reneo.

Legacy OnKure was determined to be the accounting acquirer based on the terms of the Merger Agreement and other factors, such as relative voting rights and the composition of the combined company’s board of directors and senior management.

As a result, Legacy OnKure’s historical financial statements became the historical consolidated financial statements of the combined company for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders Reneo, the legal acquirer, and a recapitalization of the equity of Legacy OnKure, the accounting acquirer.

Legacy OnKure was determined to be the accounting acquirer based

on the terms of the Merger Agreement and other factors, such as relative voting rights and the composition of the combined company’s board of directors and senior management.

As a result, Legacy OnKure’s historical financial statements became the historical consolidated financial statements of the combined company for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of Reneo, the legal acquirer, and a recapitalization of the equity of Legacy OnKure, the accounting acquirer.

The final transaction amounts have been recorded as a reduction of proceeds in stockholders' equity.

At the effective time of the Merger, the net assets of Reneo were recorded at their acquisition-date fair value in the financial statements of the combined company, which approximated book value due to the short-term nature.

At the effective time of the Merger, the net assets of Reneo were recorded at their acquisition-date fair value in the consolidated financial statements of the combined company, which approximated book value due to the short-term nature.

Reneo’s development programs had ceased prior to the Merger and were deemed to be de minimis in value at the transaction date.

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Net assets acquired

The Company is a publicly listed company with a single reportable segment:

The Company is a publicly listed company focused on the development of clinical and pre-clinical product candidates with a single reportable segment:

clinical research.

Because the Company has one reportable segment, before adopting the ASU, it provided only the entity-wide disclosures required by ASC 280.

The clinical research segment has no revenues.

The accounting policies of the clinical research segment are the same as those described in the summary of significant accounting policies .

The Chief Operating Decision Maker ("CODM") assesses the performance for the clinical research segment and decides how to allocate resources based on operating expenses as reported on the income statement.

The measure of segment assets is reported on the balance sheets as total consolidated assets.

The CODM considers a variety of factors, including actual and projected expenses in deciding whether to invest funds in the clinical research segment or into other parts of the entity, such as for acquisitions or to pay dividends.

The Company has yet to generate revenue and anticipates substantial expenses and operating losses as it advances its product candidates through clinical trials and regulatory processes.

The Company’s Chief Operating Decision Maker (“CODM”) is the senior executive committee that is comprised of the Chief Executive Officer and the Chief Financial Officer .

The CODM assesses financial performance primarily using operating expenses as reported on the statement of operations, supplemented by internal budget and forecast models to guide resource allocation and performance evaluation.

Segment assets are reported as total assets on the Company’s consolidated balance sheet, and segment loss is reflected as net loss in the Company’s consolidated statements of operations and comprehensive loss, effectively mirroring the Company’s

overall financial position due to its single-segment structure.

The Company does not have intra-entity sales or transfers .

The Company's CODM is the senior executive committee that is comprised of the Chief Financial Officer and the Chief Executive Officer .

Clinical Research Segment

(in thousands)

Operating expenses:

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Workforce salaries and benefits

Stock-based compensation expense

Share-based compensation expense

General corporate expenses

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Adjustments and reconciling items

The Company’s headquarters are located in Boulder, Colorado, where it leases 14,790 square feet of office and lab facilities under operating leases that expire in December 2026 , with rights to extend for a 5 year period .

In the Merger with Reneo, the Company assumed the lease in Irvine, California, where it leases office space under a lease agreement that expires in November 2026 (“Irvine lease”).

In January 2025, the Company entered into a sublease agreement on the Irvine lease.

See Note 16 for further discussion.

Right-of-use assets and lease liabilities for operating leases as included in the Company’s financial statements are as follows (in thousands):

In January 2025, the Company entered into a sublease on the Irvine lease for all of the leased square footage, which expires in November 2026.

Payments received under the sublease for the year ended December 31, 2025 were $ 231 thousand and were netted against operating lease costs in the Statement of Operations.

Right-of-use assets and lease liabilities for operating leases as included in the Company’s consolidated financial statements are as follows (in thousands):

December 31, 2024

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Total lease liabilities

Lease expense for operating leases as included in the Company’s financial statements are as follows (in thousands):

Lease expense for operating leases , net of sublease receipts, as included in the Company’s consolidated financial statements are as follows (in thousands):

Operating lease cost

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Diluted net loss per share assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive.

For purposes of this calculation, common stock shares to be issued upon if-converted method for the convertible Series C Preferred Stock, if-converted method for the convertible promissory note, exercise of all outstanding stock options and restricted stock units were excluded from the diluted net loss per share calculation for the twelve months ended December 31, 2024 and 2023 because such shares are anti-dilutive.

For purposes of this calculation, common stock shares to be issued upon if-converted method for the convertible Series C Preferred Stock, if-converted method for the convertible promissory note, exercise of all outstanding stock options and restricted stock units were excluded from the diluted net loss per share calculation for the year ended December 31, 2024 because such shares are anti-dilutive.

Common stock shares to be issued upon exercise of all outstanding stock options and restricted stock units were excluded from the diluted net loss per share calculation for the year ended December 31, 2025 because such shares are anti-dilutive.

Anti-dilutive securities outstanding during the period not included in the diluted net loss per share calculation include the following :

Convertible Series C Preferred Stock

Convertible Promissory Notes

Outstanding stock options

Outstanding common stock options

Unvested restricted stock units

Unreleased restricted stock units assumed in the Merger

Convertible Series C Preferred Stock

Convertible Promissory Notes

Fair Value Measurements

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The Company had no available-for-sale securities as of December 31, 2025 or 2024 .

Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following (in thousands):

December 31, 2023

Prepaid clinical trial expenses

Prepaid insurance expense

Other prepaid expenses

Total prepaid expenses

Property and Equipment, Net

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Property and equipment, net

Depreciation and amortization expense for the years ended December 31, 2024 and 2023 was $ 459,000 and $ 417,000 , respectively .

Depreciation and amortization expense for the years ended December 31, 2025 and 2024 was $ 447 thousand and $ 459 thousand , respectively .

Accrued Expenses

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December 31, 2024

Accrued compensation

Accrued compensation and ESPP contributions

Accrued outsourced studies

Accrued contract manufacturing costs

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Accrued other

Total accrued expenses

Accrued compensation includes severance costs.

Total accrued expenses and other current liabilities

Accrued compensation as of December 31, 2024 included severance costs.

For further information see Note 13.

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Class B Common Stock is convertible into a corresponding number of shares of Class A Common Stock upon written notice of the holder, subject to defined beneficial ownership limitations.

In 2025, all 686,527 shares of Class B Common Stock were converted to Class A Common Stock at the election of the holder.

Preferred Stock

The Company is authorized to issue 10,000,000 shares of preferred stock, with a par value of $ 0.0001 per share.

As of December 31, 2024, no ne of these shares of preferred stock have been designated or issued.

Convertible Preferred Stock

As of December 31, 2023, the Company’s Preferred Stock was classified as temporary equity in the accompanying consolidated balance sheets given that the holders of the convertible preferred stock could cause certain events to occur that were outside of the Company’s control whereby the Company could be obligated to redeem the convertible preferred stock.

The carrying value of the convertible preferred stock is not adjusted to the redemption value until the contingent redemption events are considered probable to occur.

Series C Preferred Stock

In March 2023, the Company entered into a Series C Purchase Agreement pursuant to which the Company issued 2,818,192 shares of Series C Preferred Stock at a purchase price of $ 19.06 per share, which resulted in gross proceeds of approximately $ 53.8 million, as well as the conversion of all Series A Preferred Stock, Series A-1 Preferred Stock, and Series B Preferred Stock.

In conjunction with the Merger, immediately following the Closing, each then-outstanding share of Legacy OnKure preferred stock converted into Class A or Class B Common Stock.

No Convertible Preferred Shares are authorized, issued or outstanding at December 31, 2024.

The Company’s convertible preferred stock had the following characteristics as of December 31, 2023:

Conversion of Preferred Stock into Common Stock

Each share of preferred stock, at the option of the holder, was convertible into a number of shares of common stock as determined by multiplying the number of shares of preferred stock being converted by the conversion rate.

The conversion rate in effect at any time for conversion of preferred stock is determined by dividing the Original Issue Price by the Conversion Price.

The Original Issue Price for the Series C Preferred Stock was

$ 19.06 per share.

The Conversion Price was subject to certain adjustments as provided in the Company’s restated certificate of incorporation.

The preferred stock would have automatically converted to common stock upon the closing of an initial public offering of the Company’s common stock in which the per-share price is at least $ 38.19 and gross proceeds of not less than $ 75 million, or the date and time specified by vote or the written consent of the holders of at least a majority of the then outstanding shares of Series C Preferred Stock voting or consenting as a separate class on an as-converted basis.

Voting Rights

Each preferred stockholder was entitled to the number of votes equal to the number of shares of Class A Common Stock into which such holder’s shares are convertible.

At any time when a defined number of shares of Series C Preferred Stock are outstanding, the Company was restricted from certain actions described in the Company’s restated certificate of incorporation without the vote or written consent of the holders of a majority of the then outstanding shares of Series C Preferred Stock voting or consenting as a separate class on an as-converted basis.

The Company could not have declared, paid or set aside any dividends on any shares of any other class or series of capital stock unless each holder of the preferred stock first received a dividend based upon a formula in the Company’s restated certificate of incorporation.

No dividends were declared during the years ended December 31, 2024 or 2023.

Liquidation Preference

Upon any liquidation, dissolution or winding up of the Company, certain qualifying mergers, sales or transactions with a special purpose acquisition companies, and other deemed liquidation events as defined in the Company’s restated certificate of incorporation, unless the holders of a majority of the then outstanding shares of Series C Preferred Stock, voting as a separate class on an as-converted basis, elected otherwise, prior to and in preference to any distribution to the holders of common stock, holders of Series C Preferred Stock were entitled to be paid out of the assets of the Company legally available for distribution, or the consideration received in such transaction, an amount per share of Series C Preferred Stock equal to the greater of:

i) 1.50 times the Series C Original Issuance Price plus all declared and unpaid dividends on Series C Preferred Stock or ii) such amount per share that would have been payable had all shares of Series C Preferred Stock been converted into common stock immediately prior to such event.

If upon liquidation, dissolution, or winding up of the Company, the assets and funds of the Company are insufficient to permit the payment of the full preferential amounts to the holders of preferred stock, then the holders shall share ratably in any distribution of the assets available for distribution, in proportion to the respective amounts which would otherwise be payable in respect of the shares held by the preferred stockholders.

After the payment of all preferential amounts required to be paid to the holder of shares of preferred stock, the remaining assets available for distribution to its stockholders would have been distributed to the holders of shares of common stock, pro rata based on the number of shares held by each holder.

The liquidation preference as of December 31, 2023 was $ 195.8 million.

As of December 31, 2025 , no ne of these shares of preferred stock has been designated or issued.

Sale of Common Stock Under ATM Agreement

On November 6, 2025, the Company entered into a Sales Agreement with Leerink Partners to sell shares (the “Placement Shares”) of the Company’s Class A common stock, $ 0.0001 par value per share (the “Common Stock”), from time to time, through an “at the market offering” program under which Leerink Partners will act as sales agent.

Under the Sales Agreement, the Company will set the parameters for the sale of Placement Shares, including the maximum number or dollar amount of Placement Shares to be sold, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one trading day, and any minimum price below which sales may not be made.

Subject to the terms and conditions of the Sales Agreement, unless otherwise specified by the Company, Leerink Partners may sell Placement Shares by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Market, on or through any other existing trading market for the Common Stock or to or through a market maker.

If expressly authorized by the Company, the Leerink Partners may also sell Placement Shares in negotiated transactions.

Leerink Partners has agreed to use commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market LLC to sell such Placement Shares up to the number or amount specified in, and otherwise in accordance with, the terms of a placement notice given to Leerink Partners.

As specified in the Sales Agreement, the Sales Agreement may be terminated by the Company upon 10 days’ prior notice to Leerink Partners in its sole discretion at any time, or by Leerink Partners upon 10 days’ prior notice to the Company in its sole discretion at any time or immediately upon

notice to the Company under certain circumstances, including in the event of a material adverse change in the Company.

The Sales Agreement provides that Leerink Partners will be entitled to compensation for its services of up to 3.0 % of the gross proceeds from the sales of Placement Shares through Leerink Partners under the Sales Agreement.

The Company has no obligation to sell any Placement Shares under the Sales Agreement, and may at any time suspend sales of shares under the Sales Agreement.

The Sales Agreement contains customary representations, warranties, and agreements by the Company, indemnification obligations of the Company and Leerink Partners, other obligations of the parties, and termination provisions.

On November 6, 2025, the Company filed a shelf registration statement with the SEC on Form S-3, which became effective with the SEC on November 25, 2025 (the “Registration Statement” ).

The Registration Statement registered an aggregate of up to $ 200 million of securities that may be issued and sold by the Company from time to time, including initially up to an aggregate offering price of $ 16.0 million of common stock (which is included in the $ 200 million aggregate offering price set forth in the base prospectus) that may be issued and sold pursuant to the Sales Agreement.

The Company has no t issued any common shares pursuant to the Sales Agreement.

Share-Based Compensation

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The 2024 Equity Incentive Plan became effective upon the closing of the Merger, and will continue in effect for a period of ten years from its effectiveness, unless terminated earlier by the administrator.

The 2024 Plan provides for the grant of stock options, RSUs and RSAs to employees, non-employee directors, advisors, and consultants.

The 2024 Plan provides for the grant of stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) to employees, non-employee directors, advisors, and consultants.

Under the 2024 Plan a total of 2,480,000 shares of Class A Common Stock were initially reserved for issuance.

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As of the effective date of the 2024 Plan, awards granted under the 2011, 2021 and 2023 Plans that are forfeited or otherwise become available will be included and available for issuance under the 2024 Plan.

Under the 2024 Plan,

the Company may grant stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other awards to individuals who are employees, officers, directors or consultants of the Company and its affiliates.

Under the 2024 Plan, the Company may grant stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other awards to individuals who are employees, officers, directors or consultants of the Company and its affiliates.

The Company issues new shares in settlement of equity awards under the 2024 Plan.

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2023 RSU Equity Incentive Plan

In September 2023, the Company established an equity incentive plan (the “2023 Plan”).

The 2023 Plan provided for the grant of restricted stock units (“RSU”) to employees, directors, and consultants.

In September 2023, Legacy OnKure established an equity incentive plan (the “2023 Plan”).

The 2023 Plan provided for the grant of RSUs to employees, directors, and consultants.

Upon the close of the Merger, all shares available for issuance under the 2023 Plan were cancelled.

2021 Equity Incentive Plan

In February 2021, the Company established an equity incentive plan (the “2021 Plan”).

In February 2021, Legacy OnKure established an equity incentive plan (the “2021 Plan”).

The 2021 Plan provided for the grant of stock options and RSA to employees, non-employee directors, advisors, and consultants.

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2011 Equity Incentive Plan

In October 2011, the Company established an equity incentive plan (the “2011 Plan”).

The 2011 Plan provided for the grant of stock options and restricted stock awards (“RSA”) to employees, non-employee directors, advisors, and consultants.

In October 2011, Legacy OnKure established an equity incentive plan (the “2011 Plan”).

The 2011 Plan provided for the grant of stock options and RSAs to employees, non-employee directors, advisors, and consultants.

Shares are no longer available for issuance under the 2011 Plan, which was subsequently terminated in March 2023.

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In October 2024, the Company established the ESPP.

Under the 2024 ESPP, an aggregate of 137,500 shares of Class A Common Stock are currently reserved and available for issuance.

As of December 31, 2024, no offering periods have been established under the 2024 ESPP.

Under the ESPP, eligible employees can purchase common stock through scheduled payroll deductions.

The purchase price is equal to the closing price of our common stock on the first or last day of the offering period (whichever is less), minus a 15 % discount.

The Company uses the Black-Scholes option-pricing model, in combination with the discounted employee price, in determining the value of ESPP expense to be recognized during each offering period.

Contributions under the ESPP are limited to 15 % of an employee’s eligible compensation, Internal Revenue Service limitations, and a maximum of 4,000 shares during each offering period .

As of December 31, 2025, an aggregate of 163,041 shares of Class A Common Stock are currently reserved and available for issuance under the ESPP.

See Note 15 for discussion of the increase to the available for issuance as of January 1, 2026.

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Unvested restricted stock units under the 2023 Plan

Unreleased restricted stock units assumed in the Merger

Available for future grants under the 2024 Equity Incentive Plan

Available for future grants under the 2024 Employee Stock Purchase Plan

Available for future grants under the 2024 Plan

Available for future grants under the ESPP

Total shares of common stock reserved for future issuance

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Options outstanding - December 31, 2024

Assumed in reverse recapitalization

Options outstanding - December 31, 2025

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The weighted-average grant-date fair value of options granted for the years ended December 31, 2025, and 2024 was $ 4.50 and $ 16.05 , respectively.

The Company has granted performance-based stock options.

During the year ended December 31, 2023, the Company granted 8,449 performance-based shares, which are included in the table above.

The Company granted 8,449 performance-based shares, which are included in the table above, during the year ended December 31, 2023 .

The Company recognized $ 0 and $ 30,000 in performance-based compensation expense for the years ended December 31, 2025 and 2024, respectively.

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The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends.

Restricted Stock Awards (RSAs) and Restricted Stock Units (RSUs)

RSA typically vests 25 % on the first anniversary of the issuance date and incrementally vest monthly for the three-year period thereafter.

In the event of a termination of services, all unvested shares are forfeited, and the Company has the option to purchase all outstanding vested shares at their fair market value.

RSU vests based on a service-based requirement and a liquidity event plus service requirement.

No RSU had vested as of December 31, 2023.

The following table summarizes RSU and RSA activities during the year ended December 31, 2024:

Restricted Stock Units (RSUs)

RSUs vest based on a service-based requirement and a liquidity event plus service requirement.

The following table summarizes RSU activities during the year ended December 31, 2025:

Unvested balance as of December 31, 2024

Vested and released

RSUs outstanding - December 31, 2025

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As of December 31, 2025, the Company had unrecognized compensation cost for unvested RSU awards of $ 1.6 million , expected to be recognized over a weighted-average period of approximately 1.2 years.

During the year ended December 31, 2025, 4,481 shares were used to settle grantee's tax withholding obligations for vesting of restricted stock units.

In addition to the RSUs in the table above, in connection with the Merger, the Company assumed 24,700 RSUs which were fully vested at the time of the Merger.

The RSUs were releasable upon set time frames after completion of the Merger.

From the Merger through December 31, 2024, 7,700 RSUs were released.

The remaining 17,000 RSUs were released in January 2025.

There was no unamortized compensation cost related to these RSUs as of the Merger or December 31, 2024.

The 17,000 RSUs that were unreleased as of December 31, 2024 were released in January 2025.

2024 Employee Stock Purchase Plan

In October 2024, the Company’s Board of Directors adopted the ESPP, which became effective immediately upon completion of the Merger with Reneo.

As of December 31, 2024, no shares have been issued under the ESPP.

During the year ended December 31, 2025, a total of 107,930 shares of common stock were issued under the ESPP at a weighted-average per share price of $ 2.23 .

Share-Based Compensation Expense

The following table shows the allocation of share-based compensation expense related to the company’s share-based awards (in thousands) :

The following table shows the allocation of share-based compensation expense related to the company’s share-based awards and employee stock purchase plan (in thousands) :

Research and development

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Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled.

No income taxes were paid to any jurisdiction for the years ended December 31, 2025 or 2024.

All losses from continuing operations consisted of U.S.

domestic for the years ended December 31, 2025 and 2024.

The components of the income tax benefit are as follows:

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State taxes, net of federal deduction*

Effect of Changes in Tax Laws or Rates Enacted in the Current Period

Non-deductible Items

Stock based compensation

Other Adjustments

Change in valuation allowance

Income tax benefit

* State taxes in Colorado for 2025 and 2024 made up the majority (greater than 50%) of the tax effect in this category.

Significant components of deferred income taxes are as follows (in thousands):

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Share-based compensation

Intangible assests

Total deferred tax assets

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At December 31, 2025 and 2024 , the Company has no t accrued any interest or penalties related to uncertain tax positions.

The Company does not anticipate that there will be a significant change in the amount of unrecognized

tax benefits over the next 12 months.

The Company does not anticipate that there will be a significant change in the amount of unrecognized tax benefits over the next 12 months.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

The Company is subject to taxation in the United States and the UK.

The UK subsidiary operations ceased in 2024.

The Company is subject to taxation in the United States.

The UK subsidiary operations ceased in 2024 and there were no UK income taxes for the year ended December 31, 2024.

The Company’s federal and state income tax returns for all years will remain open to examination by federal and state tax authorities for three years from the date of utilization of any net operating loss carryforwards.

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The Complaints sought orders enjoining the proposed Merger, or in the event that the Merger was consummated, orders rescinding the Merger or awarding actual and punitive damages, as well as all of the plaintiffs’ fees and expenses in connection with the litigation, including reasonable attorneys’ and experts’ fees and expenses.

The plaintiffs have not pursued their claims in the Complaints and there has been no activity on either docket;

however, the Complaints remain pending.

We cannot predict the outcome of the Complaints or any other litigation that might be filed arising out of the Merger or the Concurrent Financing.

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To date, the Company has not incurred any material costs because of such indemnifications.

The Company is not aware of any claims under

indemnification arrangements, and it has not accrued any liabilities related to such obligations in its financial statements as of December 31, 2024.

The Company is not aware of any claims under indemnification arrangements, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2025.

A former officer of the Company terminated his employment with the Company on May 24, 2024 and entered into a separation agreement and release on that date.

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The related RSU shares were released in January 2025.

No expense was recorded for these severance benefits for the year ended December 31, 2025.

Certain Reneo employees became employees of the Company to assist with the Merger transition through the end of the year December 31, 2024 at which time they were terminated and received severance benefits in accordance with the Reneo severance agreements.

The Company recorded expense of $ 225,000 for severance benefits for these employees for the year ended December 31, 2024, which is included in General and Administrative expenses and of which, approximately $ 154,000 remains unpaid as of December 31, 2024 and is included in accrued compensation.

No expense was recorded for these severance benefits for the year ended December 31, 2025.

Employee Benefit Plan

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The notes bore interest at rates from 6 % per annum.

All unpaid principal and accrued interest were due in December 2025, unless earlier converted.

All unpaid principal and accrued interest was due in December 2025, unless earlier converted.

In October 2024, the unpaid notes and accrued unpaid interest automatically converted into shares issued in the Concurrent Financing at the price per share paid by investors in the Concurrent Financing.

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Subsequent Events

In January 2025, the Company entered into a sublease on the Irvine lease for all of the leased square footage.

The sublease rent payments will be approximately $ 450,000 over the term of the lease, which expires in November 2026 .

Available for Issuance Increase

The Company's 2024 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 common stock as of the last day of the

immediately preceding fiscal year, or (iii) such other amount as the Company’s board of directors may determine.

The Company's ESPP provides that on the first day of each fiscal year, the number of shares of 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 common stock as of the last day of the immediately preceding fiscal year, or (iii) such other amount as the board of directors may determine.

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

On January 1, 2026, the number of shares of Class A common stock available for issuance under the 2024 Plan and the ESPP increased by 683,678 and 136,735 shares, respectively, pursuant to the provisions under the respective plans.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data