36 unchanged sentences
Class III Director (4)
+Added: Mathers (1)(2)
Class II Director (4)
17 unchanged sentences
in organic chemistry from Columbia University.
−Removed: We believe Dr.
+Added: Our Board believes 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.
38 unchanged sentences
Isaac Manke, Ph.D .
−Removed: 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.
+Added: has served as our Senior Vice President, Business Development since February 2026 and a member of the Board since the closing of the Merger.
+Added: He 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.
−Removed: 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.
+Added: Manke served as a General Partner at Acorn Bioventures, where he focused on investing in small cap public and private biotechnology companies, from April 2020 to July 2025.
Prior to Acorn, Dr.
8 unchanged sentences
in biophysical chemistry and molecular structure from the Massachusetts Institute of Technology.
−Removed: We believe Dr.
+Added: Our Board believes 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.
5 unchanged sentences
Phillips served as a Managing Director at Cormorant Asset Management, an investment manager, from August 2020 to August 2022.
−Removed: Phillips has served as on the board of directors of Enliven Therapeutics, Inc.
−Removed: ELVN) since December 2020, and MoonLake Immunotherapeutics, Inc.
+Added: Phillips also served on the board of directors of Enliven Therapeutics, Inc.
+Added: ELVN) from December 2020 to January 2026, and has served on the board of directors of MoonLake Immunotherapeutics, Inc.
MLTX), since April 2021.
10 unchanged sentences
in chemistry from the University of Canterbury in New Zealand.
−Removed: We believe Dr.
+Added: Our Board believes 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.
−Removed: Carruthers has served as the Chief Financial Officer of Edgewise Therapeutics, Inc.
−Removed: EWTX), a publicly traded biopharmaceutical company, since September 2020.
−Removed: 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:
−Removed: ELEV), a publicly traded biopharmaceutical company, since May 2021.
−Removed: Carruthers previously served as Chief Financial Officer of Brickell Biotech, Inc., a publicly traded biopharmaceutical company, from December 2017 to October 2020, and
−Removed: ClinOne, Inc., clinical trial management company, from August 2018 to May 2020.
+Added: Carruthers served as the Chief Financial Officer of Edgewise Therapeutics, Inc.
+Added: EWTX), a publicly traded biopharmaceutical company, from September 2020 until November 2025.
+Added: Carruthers consulted as Chief Financial Officer of OnKure between March 2019 and May 2021, and served on the board of directors of Elevation Oncology (NASDAQ:
+Added: ELEV), a publicly traded biopharmaceutical company, from May 2021 until it was acquired by Concentra Biosciences, LLC in
+Added: 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.
5 unchanged sentences
from the University of Chicago.
−Removed: We believe Mr.
+Added: Our Board believes 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.
−Removed: She has served as the Chief Medical Officer of Elevation Oncology, Inc.
−Removed: ELEV) since October 2021 and as the Vice President of Clinical Development from April 2021 to October 2021.
+Added: She previously served as the Chief Medical Officer of Elevation Oncology, Inc.
+Added: ELEV) from October 2021 to March 2025 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:
9 unchanged sentences
from the University of Chicago Pritzker School of Medicine.
−Removed: We believes Dr.
−Removed: 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.
+Added: Our Board believes Dr.
+Added: Jansen is qualified to serve on our 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.
3 unchanged sentences
SPRB) since March 2018, Plexium, Inc., a private company, since August 2020, and Theolytics Ltd., a private company, since November 2023.
−Removed: 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.
+Added: Grey has served as Chairman of Alethio Therapeutics, Ltd., a private company, since September 2025 and Sorriso Pharmaceuticals, Inc., a private company, since April 2022 and as Chief Executive Officer from April 2021 to April 2022.
Additionally, Mr.
17 unchanged sentences
in chemistry from the University of Nottingham in the United Kingdom.
−Removed: We believe that Mr.
−Removed: 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.
+Added: Our Board believes that Mr.
+Added: Grey’s extensive experience managing and leading both early stage and established companies within the pharmaceutical and biotechnology industries qualify him to serve on our 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 .
3 unchanged sentences
Trevi Therapeutics, Inc.
−Removed: TRVI) since July 2017, Inozyme Pharma, Inc.
−Removed: INZY) since January 2017, Rhythm Pharmaceuticals, Inc.
+Added: TRVI) since July 2017, Rhythm Pharmaceuticals, Inc.
1RV.F) since March 2010, Synlogic, Inc.
3 unchanged sentences
Mathers previously served on the board of directors of the following publicly traded companies:
−Removed: ObsEva SA (OTC:
+Added: Inozyme Pharma, Inc.
+Added: INZY) from January 2017 to July 2025, ObsEva SA (OTC:
OBSEF) from November 2015 to June 2023, Mirum Pharmaceuticals, Inc.
MIRM) from November 2018 to September 2022, Akouos, Inc.
−Removed: from October 2017 to December 2022, Lumos Pharma, Inc.
−Removed: from January 2014 to March 2020, Ra Pharmaceuticals, Inc.
−Removed: from February 2010 to April 2020 , and Liquidia Technologies, Inc.
−Removed: from July 2009 to May 2019 .
+Added: from October 2017 to December 2022.
From 2002 to 2008, Mr.
7 unchanged sentences
in Chemistry from North Carolina State University.
−Removed: We believe that Mr.
−Removed: 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.
+Added: Our Board believes that Mr.
+Added: 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 our Board .
Family Relationships
21 unchanged sentences
Audit Committee
−Removed: 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.
+Added: 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 consolidated financial statements.
For this purpose, the audit committee performs several functions.
3 unchanged sentences
evaluate the independence and qualifications of our independent registered public accounting firm;
−Removed: 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;
+Added: review our consolidated 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;
7 unchanged sentences
The members of the Audit Committee are R.
−Removed: Michael Carruthers, Andrew Phillips and Isaac Manke.
+Added: Michael Carruthers, Andrew Phillips and Edward Mathers.
Michael Carruthers is the Chair of the Audit Committee and is a financial expert under the rules of the SEC.
11 unchanged sentences
approve or make recommendations to the Board regarding the creation or revision of any clawback policy.
−Removed: The members of the Compensation Committee are Andrew Phillips, Isaac Manke, and Edward Mathers.
+Added: The members of the Compensation Committee are Andrew Phillips and Edward Mathers.
Phillips is the Chair of the Compensation Committee.
1 unchanged sentence
The composition of the Compensation Committee complies with the applicable requirements of the rules and regulations of Nasdaq.
−Removed: The Compensation Committee met two times during the fiscal year.
+Added: The Compensation Committee met three 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.
−Removed: Compensation Committee Processes and Procedures
−Removed: Typically, the Compensation Committee meets as it deems appropriate.
−Removed: The agenda for each meeting is usually developed by the Chair of the Compensation Committee.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As part of this review, the Legacy OnKure compensation committee recommended approval of the OnKure Therapeutics, Inc.
−Removed: 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.
−Removed: 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.
−Removed: See " New OnKure Employment Agreements" below for discussion of current compensation for the Named Executive Officers.
−Removed: 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.
−Removed: 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.
−Removed: Generally, the Compensation Committee’s process comprises two related elements:
−Removed: the determination of compensation levels and the establishment of performance objectives for the current year.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: If the compensation for the Chief Executive Officer or any other executive officer is governed by an employment
−Removed: agreement, the Compensation Committee approves such employment agreement and any amendments thereto.
−Removed: 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.
−Removed: See " New OnKure Employment Agreements" below for discussion of current compensation for the Named Executive Officers.
−Removed: 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
10 unchanged sentences
administer policies and procedures for communications with the non-management members of the Board.
−Removed: The members of the Nominating and Corporate Governance Committee are Isaac Manke and Valerie M.
−Removed: Manke is the Chair of the Nominating and Corporate Governance committee.
+Added: The members of the Nominating and Corporate Governance Committee are Andrew Phillips and Valerie M.
+Added: Phillips 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.
−Removed: The Nominating and Corporate Governance Committee did not meet during the 2024 fiscal year.
+Added: The Nominating and Corporate Governance Committee met once during the 2025 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.
−Removed: The Nominating and Corporate Governance Committee periodically reviews the compensation of non-employee Directors for service on the Board and committees thereof.
−Removed: 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.
−Removed: 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.
+Added: The Nominating and Corporate Governance Committee also uses its network of contacts to identify potential candidates and, if it deems appropriate,
+Added: 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.
21 unchanged sentences
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.
−Removed: 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.
+Added: None of our executive officers serves as a member of the Board or
+Added: Compensation Committee of any entity that has one or more executive officers who serves on our Board or Compensation Committee.
Non-Employee Director Compensation
10 unchanged sentences
Executive Compensation
+Added: Processes and Procedures for Compensation Decisions
+Added: The Compensation Committee is responsible for the executive compensation programs for our executive officers and reports to our board of directors on its discussions, decisions and other actions.
+Added: Typically, the Compensation Committee meets as it deems appropriate.
+Added: The agenda for each meeting is usually developed by the Chair of the Compensation Committee.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Our Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies.
+Added: From 2024 until March 2025, our Compensation Committee retained Pearl Meyer, an independent compensation consultant, to provide it with information, recommendations and other advice relating to executive compensation on an ongoing basis.
+Added: In March 2025, the Compensation Committee retained Alpine Rewards, LLC (“Alpine”), an independent compensation consultant, to replace Pearl Meyer.
+Added: Accordingly, Alpine now serves at the discretion of our Compensation Committee.
+Added: Our Compensation Committee engaged Alpine to assist in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers, as well as assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers is competitive and fair.
+Added: 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.
+Added: 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.
+Added: Generally, the Compensation Committee’s process comprises two related elements:
+Added: the determination of compensation levels and the establishment of performance objectives for the current year.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The Compensation Committee also approves any employment agreements and any amendments thereto for the Chief Executive Officer or other executive officers.
+Added: See “ Employment Agreements ” below for discussion of current compensation for the Named Executive Officers.
+Added: 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.
Executive Compensation
−Removed: 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:
+Added: The following table shows for the fiscal years ended December 31, 2025 and December 31, 2024, compensation awarded to, paid to, or earned by our principal executive officer and our two most highly compensated executive officers as of December 31, 2025, collectively, the Named Executive Officers:
+Added: Summary Compensation Table for Fiscal Year 2025
Name and Principal Position
−Removed: Stock Awards ($)(3)
Option Awards ($)(2)
+Added: Non-Equity Incentive Plan
+Added: Compensation ($)(3)
All Other Compensation
5 unchanged sentences
Chief Financial Officer
−Removed: 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.
−Removed: Saccomano’s 2023 Salary, t he amount reported represents a prorated salary following Dr.
−Removed: Saccomano’s appointment as Chief Executive Officer in September 2023.
−Removed: (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.
−Removed: Cash bonuses earned and reported above in 2023 were paid in 2024, and cash bonuses earned and reported above in 20 24 for Drs.
−Removed: Saccomano and Agresta and Mr.
−Removed: Leverone were paid in 2025.
−Removed: See “Executive Compensation” for descriptions of the bonuses.
(2) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted during 2025 and 2024, computed in accordance with FASB ASC 718, Compensation—Stock Compensation.
−Removed: 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.
+Added: The assumptions used in calculating the grant date fair value of the awards disclosed in this column are set forth in Note 11 to the audited consolidated 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.
+Added: (3) The amounts reported represent bonuses paid based upon the achievement of company goals for the year ended December 31, 2025 pursuant to each Named Executive Officer’s Employment Agreement (as defined below), as determined by our Board.
+Added: Cash bonuses earned and reported above in 20 25 for Drs.
+Added: Saccomano and Agresta and Mr.
+Added: Leverone were paid in 2026.
+Added: See “ 2025 Annual Bonuses ” for descriptions of such bonuses .
(4) The amounts reported for Drs.
1 unchanged sentence
Leverone represent matching contributions under Legacy OnKure’s 401(k) plan.
−Removed: 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.
−Removed: Flesher ceased providing services as President and Chief Executive Officer concurrent with the close of Merger on October 4, 2024.
−Removed: 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
4 unchanged sentences
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.
−Removed: See “New OnKure Employment Agreements” below for a discussion of 2024 base salary for Dr.
+Added: See “ Employment Agreements ” below for a discussion of 2025 base salary for Dr.
Saccomano, Dr.
Agresta and Mr.
−Removed: See “Pre-Merger Employment Agreement with Mr.
−Removed: Consulting Agreement with Mr.
−Removed: Flesher” for a discussion of 2024 base salary for Mr.
−Removed: New OnKure Employment Agreements
−Removed: Reneo and Legacy OnKure entered into new employment agreements with certain eligible employees of OnKure, including Dr.
+Added: Employment Agreements
+Added: We have employment agreements with Dr.
Saccomano, Dr.
Agresta and Mr.
−Removed: 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”).
−Removed: Pursuant to the New Employment Agreements, Dr.
+Added: Leverone related to their continued employment and service with us as executive officers of the 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 (the “Employment Agreements”).
+Added: Pursuant to the 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);
−Removed: 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).
−Removed: Pre-Merger Employment Agreement with Mr.
−Removed: Consulting Agreement with Mr.
−Removed: During the period in 2024 prior to the closing the Merger, Mr.
−Removed: 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.
−Removed: Flesher ceased providing services as President and Chief Executive Officer concurrent with the close of Merger on October 4, 2024.
−Removed: The Reneo board of directors approved a consulting agreement with Mr.
−Removed: Flesher that became effective on that same date, pursuant to which Mr.
−Removed: 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).
+Added: Leverone’s annual base salary became $444,000 and he has a target annual bonus opportunity equal to 40% of
+Added: his base salary ($177,600).
+Added: None of our Named Executive Officers received an increase to annual base salary for 2025.
+Added: In February 2026, the Board approved base salary increases of 3% over 2025 base salary amounts for our Named Executive Officers, retroactive to January 1, 2026.
Termination and Change of Control Arrangements
1 unchanged sentence
Agresta and Mr.
−Removed: Each of the New Employment Agreements entered into with Dr.
+Added: Each of the Employment Agreements entered into with Dr.
Saccomano, Dr.
Agresta and Mr.
−Removed: 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:
+Added: Leverone provides that if, other than during the period beginning three months before a “change in control” (as defined in each such Employment Agreement) through the one-year anniversary of a change in control (the “CIC Period”), the applicable executive officer’s employment with us is terminated either (x) by us without “cause” (as defined in each such Employment Agreement, and excluding by reason of death or “disability” (as defined in each such Employment Agreement)) or (y) by the executive officer for “good reason” (as defined in each such 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 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);
−Removed: 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.
−Removed: 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:
+Added: 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 Company’s group health, dental and vision care plans for the executive officer and his eligible dependents for up to 12 months.
+Added: If, during the CIC Period, the applicable executive officer’s employment with the Company is terminated either (x) by the 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 Company’s favor:
A lump sum cash payment equal to 100% (or 150% for Dr.
−Removed: 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
−Removed: 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;
+Added: 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;
−Removed: 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.
+Added: Company payment or reimbursement of the premiums required for continued coverage pursuant to COBRA under the 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.
−Removed: 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.
−Removed: The New Employment Agreements do not provide for any tax gross-ups in connection with a change in control.
−Removed: 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.
−Removed: Flesher, effective as of the Effective Time (as defined in the Merger Agreement and which Effective Time was the closing of the Merger).
−Removed: 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.
−Removed: 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;
−Removed: 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).
−Removed: In the event that the Merger Agreement had been terminated pursuant to its terms, the applicable exercise window would have been the longer of:
−Removed: (i) a period of three months following termination of service;
−Removed: or (ii) a period of three months following termination of the Merger Agreement.
−Removed: Flesher ceased providing services as President and Chief Executive Officer concurrent with the close of Merger on October 4, 2024.
−Removed: Flesher received a one-time separation payment of $894,992 pursuant to the terms of his employment agreement.
+Added: Such Employment Agreements also provide that, if any of the amounts provided for under the 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 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.
+Added: The Employment Agreements do not provide for any tax gross-ups in connection with a change in control.
Equity Incentive Plans
−Removed: 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.
+Added: Under our 2024 Equity Incentive Plan (the “2024 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 2024 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.
3 unchanged sentences
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.
−Removed: 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;
+Added: 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), 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.
+Added: Under our 2024 Employee Stock Purchase Plan (the “ESPP”), in the event of a merger of the Company with or into another corporation or other entity or change in control, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a parent or subsidiary of the successor corporation.
+Added: In the event that the successor corporation refuses to assume or substitute for the option, the offering period with respect to which such option relates will be shortened by setting a new exercise date on which such offering period will end.
+Added: The new exercise date will occur before the date of the proposed merger or change in control.
+Added: The administrator of the ESPP will notify each participant prior to the new exercise date, that the exercise date for the option has been changed to the new exercise date and that the participant’s option will be exercised automatically on the new exercise date, unless prior to such date the participant has withdrawn from the offering period .
2025 Annual Cash Bonuses
4 unchanged sentences
Leverone’s target bonus was 40% of his earned salary.
−Removed: The determination of the 2024 bonus amounts was discretionary based on the Board’s assessment of Company performance against corporate goals.
+Added: The determination of the 2025 bonus amounts was based on the Board’s assessment of Company performance against corporate goals.
+Added: For 2025, the performance metrics for which achievement was measured to determine bonuses were based on the achievement of certain goals relating to program-specific clinical development, research and development, strategic partnerships and financing, as well as financial matters.
+Added: The Board determined achievement was 75% of the Company’s 2025 corporate goals.
The actual annual cash bonuses awarded to each of Dr.
1 unchanged sentence
Agresta and Mr.
−Removed: Leverone for 2024 performance are set forth in the “Bonus” column of the Summary Compensation Table for Fiscal 2024 above.
−Removed: Flesher did not remain employed through the payment date of 2024 bonuses and therefore did not receive an annual bonus in 2024.
−Removed: 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.
−Removed: 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.
−Removed: Special Performance Bonus
−Removed: Pursuant to his employment agreement with Reneo, Mr.
−Removed: Flesher had the opportunity to earn a special performance bonus in the amount of $7.5 million in the event that during Mr.
−Removed: 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.
−Removed: Although the Merger constituted a Change in Control for purposes of Mr.
−Removed: Flesher’s bonus opportunity, the required net proceeds threshold was not met in connection with the Merger and thus Mr.
−Removed: Flesher did not receive this bonus.
+Added: Leverone for 2025 performance are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for Fiscal Year 2025 above.
+Added: These bonuses were paid in February 2026.
Executive Incentive Compensation Plan
2 unchanged sentences
The Compensation Committee administers the Incentive Compensation Plan.
−Removed: Bonuses to our Named Executive Officers for 2024 were not governed by the Incentive Compensation Plan;
−Removed: 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.
+Added: Under the Incentive Compensation Plan, the administrator determines the performance goals applicable to any award, which goals may include, without limitation, goals related to:
+Added: attainment of research and development milestones;
+Added: sales bookings;
+Added: business divestitures and acquisitions;
+Added: capital raising;
+Added: cash position;
+Added: contract awards or backlog;
+Added: corporate transactions;
+Added: customer renewals;
+Added: customer retention rates from an acquired company, subsidiary, business unit or division;
+Added: earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net taxes);
+Added: earnings per share;
+Added: financial milestones;
+Added: gross margin;
+Added: growth in stockholder value relative to the moving average of the S&P 500 Index or another index;
+Added: internal rate of return;
+Added: leadership development or succession planning;
+Added: license or research collaboration arrangements;
+Added: market share;
+Added: new product or business development;
+Added: new product invention or innovation;
+Added: number of customers;
+Added: operating cash flow;
+Added: operating expenses;
+Added: operating income;
+Added: operating margin;
+Added: overhead or other expense reduction;
+Added: product defect measures;
+Added: product release timelines;
+Added: productivity;
+Added: regulatory milestones or regulatory-related goals;
+Added: retained earnings;
+Added: return on assets;
+Added: return on capital;
+Added: return on equity;
+Added: return on investment;
+Added: return on sales;
+Added: revenue growth;
+Added: sales results;
+Added: sales growth;
+Added: time to market;
+Added: total stockholder return;
+Added: working capital;
+Added: unadjusted or adjusted actual contract value;
+Added: unadjusted or adjusted total contract value;
+Added: and individual objectives such as peer reviews or other subjective or objective criteria.
+Added: The performance goals may differ from participant to participant and from award to award.
+Added: The administrator of the Incentive Compensation Plan may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period.
+Added: The actual award may be below, at or above a participant’s target award, in the discretion of the administrator.
+Added: The administrator may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.
+Added: Actual awards will be paid in cash (or its equivalent) in a single lump sum only after they are earned, which usually requires continued employment through the date the actual award is paid.
+Added: The administrator reserves the right to settle an actual award with a grant of an equity award under the Company’s then-current equity compensation plan, which equity award may have such terms and conditions, as the administrator determines.
+Added: Payment of awards occurs as soon as administratively practicable after they are earned, but no later than the dates set forth in the Incentive Compensation Plan.
+Added: The administrator has the authority to amend, alter, suspend or
+Added: terminate the Incentive Compensation Plan, provided such action does not materially alter or materially impair the existing rights of any participant with respect to any earned awards.
No Nonpublic Material Information Taken into Account for Executive Compensation
2 unchanged sentences
We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
−Removed: 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.
−Removed: The following table provides information concerning each such award:
−Removed: Number of securities underlying the award
−Removed: Exercise price of the award ($/sh)
−Removed: Grant date fair value of the award
−Removed: 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
−Removed: Saccomano, Ph.D.
−Removed: Jason Leverone, C.P.A.
−Removed: Samuel Agresta, M.D.
+Added: During fiscal year 2025, we did not award stock option grants to our Named Executive Officers in the period beginning four business days before the filing or furnishing of a report disclosing material nonpublic information and ending one business day thereafter.
Employee Benefit Plans
−Removed: Reneo had maintained a 401(k) retirement savings plan that was terminated prior to the Merger.
−Removed: 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.
+Added: Following the Merger, our employees and employees of 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.
−Removed: 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
−Removed: distributed from the applicable 401(k) plan, and earnings on Roth contributions are not taxable when distributed from the applicable 401(k) plan .
+Added: 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
2 unchanged sentences
We do not offer any defined benefit pension plans or nonqualified defined compensation arrangements for our employees, including our Named Executive Officers.
−Removed: Outstanding Equity Awards at Fiscal Year-End
+Added: Outstanding Equity Awards at 2025 Year End
The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.
−Removed: 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.
+Added: A description of the equity incentive plans we maintain is set forth in Note 11 to our consolidated financial statements included in this Annual Report on Form 10-K.
Option Awards (1)
7 unchanged sentences
Samuel Agresta, M.D.
−Removed: (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.
+Added: (1) All of the outstanding stock option awards granted on October 4, 2024 were granted under and subject to the terms of the 2024 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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: (2) The stock option awards listed that were granted Dr.
−Removed: Saccomano, Mr.
−Removed: Leverone and Dr.
−Removed: 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 .
−Removed: Exercise prices and share numbers are disclosed on a post-Merger basis.
+Added: (2) All stock option awards listed in this table were granted with an exercise price equal to the fair market value of an underlying share on the date of grant.
+Added: The exercise prices of stock option awards listed in this table that were granted prior to October 4, 2024, were determined in good faith by the Legacy OnKure board of directors based on third party valuations of Legacy OnKure Class A Common Stock .
+Added: The 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.
2 unchanged sentences
The award also is subject to certain acceleration of vesting provisions as described under “Termination and Change in Control Arrangements” above.
+Added: (5) 1/48th of the shares subject to the option shall vest on February 27, 2025 and each month thereafter, subject to the optionee continuing to be a service provider to us through each such date.
+Added: 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 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.
12 unchanged sentences
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.
−Removed: The Liquidity Event Plus Service Requirement will be satisfied on the 181 st day following the closing of the Merger.
+Added: The Liquidity Event Plus Service Requirement was 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 .
−Removed: (3) The vesting of Mr.
−Removed: Flesher’s stock award was accelerated such that the award became fully vested at the time of the Merger.
Director Compensation
−Removed: 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.
−Removed: Saccomano was not eligible to receive this retainer for fiscal 2024 given his status as chief executive officer of Legacy OnKure.
−Removed: Legacy OnKure also reimbursed its directors for expenses associated with attending meetings of the Legacy OnKure board of directors and its committees.
−Removed: Saccomano is Legacy OnKure’s only director who was an employee director during 2024.
+Added: Saccomano is our only director who was an employee director during 2025.
See the section entitled “ Executive Compensation ” above for information about Dr.
−Removed: Saccomano’s compensation that he received for serving as Legacy OnKure’s Chief Executive Officer during 2024.
−Removed: 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”).
−Removed: Pursuant to the Reneo Director Policy, Mssrs.
−Removed: Grey and Mathers were entitled to an annual retainer of $40,000 plus, for Mr.
−Removed: Grey, an additional annual retainer of $30,000 for his service as non-executive Chair of the Reneo board of directors and, for Mr.
−Removed: Mathers, an additional annual retainer of $5,000 for his services on the Reneo compensation committee.
−Removed: Grey received an annual fee of $100,000 for his services as Reneo Executive Chairman in lieu of the cash fees he would otherwise receive as a non-employee member of Reneo's board of directors pursuant to the Reneo Director Policy.
−Removed: The annual retainers were paid in equal annual installments in arrears on the last day of each fiscal quarter in which the service occurred.
−Removed: Neither of Mssrs.
−Removed: Grey and Mathers received any Reneo equity awards in 2024 pursuant to the Reneo Director Policy.
−Removed: Upon the closing of the Merger, no further payments were made under the Reneo Director Policy.
−Removed: In connection with the Merger, the Reneo board of directors approved the acceleration of vesting, to the extent not previously vested, of all Reneo stock options and Reneo restricted stock units held by Reneo’s directors and executive officers, including Mssrs.
−Removed: Grey and Mathers, effective as of the Effective Time.
−Removed: The following table presents the total compensation that each of our then non-employee directors received during the fiscal year ended December 31, 2024.
+Added: Saccomano’s compensation that he received for serving as our Chief Executive Officer during 2025.
+Added: The following table presents the total compensation that each of our non-employee directors received during the fiscal year ended December 31, 2025.
Fees Earned or Paid in Cash ($) (1)
Option Awards ($)(2)
−Removed: Nonqualified Deferred Compensation Earnings ($)
−Removed: All Other Compensation ($)
+Added: Stock Awards ($)
Isaac Manke, Ph.D.
3 unchanged sentences
Edward Mathers
+Added: Manke and Mr.
+Added: Mathers elected to receive Retainer Awards for services provided as a non-employee director in fiscal year 2025 .
+Added: See RSU Award in Lieu of Cash Retainers discussed below .
In accordance with SEC rules, this column reflects the aggregate grant date fair value of the equity awards granted during 2025, computed in accordance with FASB ASC Topic 718, Compensation-Stock Compensation.
−Removed: 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.
+Added: The assumptions used in calculating the grant date fair value of the awards disclosed in this column are set forth in Note 11 to our audited consolidated 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 .
−Removed: Includes $76,096 of cash fees paid by Reneo prior to the Merger.
−Removed: 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.
−Removed: Includes $38,048 of cash fees earned by Mr.
−Removed: 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, 2025.
8 unchanged sentences
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.
−Removed: 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.
+Added: 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 our non-employee directors, 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.
9 unchanged sentences
$4,000 per year for service as a member of the Nominating and Corporate Governance Committee.
+Added: In February 2026, the Board approved an increase to the cash retainer for members of the Compensation Committee to $6,000 per year for service and an increase to the cash retainer for the Chair of the Compensation Committee to $12,000 per year for service.
RSU Award in Lieu of Cash Retainers
3 unchanged sentences
Each Retainer Award will be fully vested as of the date of grant.
−Removed: No outside directors elected to receive Retainer Awards for services provided as a non-employee director in fiscal year 2024.
+Added: Manke and Mr.
+Added: Mathers elected to receive Retainer Awards for services provided as a non-employee director in fiscal year 2025.
Equity Compensation
+Added: Closing Award.
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”).
4 unchanged sentences
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.
−Removed: 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
−Removed: issuance of our Class A Common Stock under the Plan became effective, which occurred on December 9, 2024.
+Added: 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 2024 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.
23 unchanged sentences
(1) See Note 11 of the audited consolidated financial statements for a description of our equity plans.
−Removed: 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.
−Removed: As of December 31, 2024, no purchase rights have accrued under the 2024 ESPP.
−Removed: 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.
+Added: Consists of (i) options to purchase a total of 2,714,651 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, and (ii) 41,376 shares of our Class A common stock that are subject to outstanding RSUs under the 2023 Plan.
(2) The weighted average exercise price is calculated based solely on outstanding stock options.
11 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: 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 March 1, 2026.
+Added: Shares subject to warrants and options that are currently exercisable or exercisable within 60 days of March 1, 2026 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.
−Removed: 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.
+Added: The percentage of beneficial ownership of the Company is calculated based on 13,673,565 shares of Class A Common Stock outstanding.
Shares Beneficially
14 unchanged sentences
5% Stockholders
−Removed: Entities affiliated with Cormorant Asset Management LP (13)
Acorn Bioventures, L.P.
−Removed: Entities affiliated with Citadel Advisors (15)
−Removed: Perceptive Life Sciences Master Fund, Ltd.
−Removed: Samsara BioCapital, L.P.
−Removed: The Vanguard Group (18)
+Added: ADAR1 Capital Management (13)
+Added: Shay Capital LLC (14)
+Added: Prosight Management, LP (15)
Represents beneficial ownership of less than 1%.
−Removed: Consists of 126,945 shares of Class A Common Stock subject to options held by Dr.
−Removed: 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 .
+Added: Includes 340,560 shares of Class A Common Stock subject to options held by Dr.
+Added: Saccomano exercisable within 60 days of March 1, 2026 and 285 re stricted stock units that vest within 60 days of March 1, 2026.
Consists of 89,828 shares of Class A Common Stock subject to options held by Dr.
Agresta exercisable within 60 days of March 1, 2026.
−Removed: Consists of 33,188 shares of Class A Common Stock subject to options held by Mr.
−Removed: 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 .
+Added: Includes 95,389 shares of Class A Common Stock subject to options held by Mr.
+Added: Leverone exercisable within 60 days of March 1, 2026 and 1,021 restricted stock units that vest within 60 days of March 1, 2026.
Consists of 74,263 shares of Class A Common Stock subject to options held by Dr.
Hartley exercisable within 60 days of March 1, 2026.
−Removed: Flesher ceased providing services as President and Chief Executive Officer on October 4, 2024.
−Removed: 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.
−Removed: Flesher that are exercisable within 60 days of March 1, 2025.
−Removed: Consists of 2,550 shares of Class A Common Stock subject to options held by Dr.
+Added: Includes 7,650 shares of Class A Common Stock subject to options held by Dr.
Manke exercisable within 60 days of March 1, 2026.
−Removed: Consists of 4,972 shares of Class A Common Stock subject to options held by Mr.
−Removed: 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 .
+Added: Includes 10,403 shares of Class A Common Stock subject to options held by Mr.
+Added: Carruthers exercisable within 60 days of March 1, 2026 and 254 restricted stock units that vest within 60 days of March 1, 2026.
Consists of 7,650 shares of Class A Common Stock subject to options held by Dr.
4 unchanged sentences
Grey exercisable within 60 days of March 1, 2026.
−Removed: 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.
−Removed: Consists of 7,450 shares of Class A Common Stock subject to options held by Mr.
+Added: Grey, Reneo’s former Executive Chairman and a member of the Board of the 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.
+Added: Includes 12,550 shares of Class A Common Stock subject to options held by Mr.
Mathers exercisable within 60 days of March 1, 2026.
See Notes (1) through (10) above.
−Removed: Based on information taken from Schedule 13G/A filed on October 16, 2024.
−Removed: Consists of (i) 434,934 shares of Class A Common Stock held by Cormorant Global Healthcare Master Fund, LP (“Master Fund”);
−Removed: (ii) 1,109,451 shares of Class A Common Stock held by Cormorant Private Healthcare Fund III, LP (“Fund III”);
−Removed: (iii) 235,480 shares of Class A Common Stock held by Cormorant Private Healthcare Fund IV, LP (“Fund IV”);
−Removed: (iv) 7,945 shares of Class A Common Stock held by CRMA SPV, LP (“CRMA”);
−Removed: (v) 49,929 shares of Class A Common Stock held by Cormorant Private Healthcare Fund V, LP (“Fund V”).
−Removed: Cormorant Global Healthcare GP, LLC serves as the general partner of Master Fund, Cormorant Private Healthcare GP III, LLC
−Removed: 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.
−Removed: 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.
−Removed: Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.
−Removed: The address for each of reporting person is 200 Clarendon Street 52nd Floor, Boston, Massachusetts 02116.
−Removed: Based on information taken from Schedule 13G filed on October 9, 2024.
+Added: Based on information taken from Schedule 13G filed on May 30, 2025.
Consists of (i) 1,709,944 shares of Class A Common Stock held by Acorn Bioventures, L.P.
+Added: and (ii) 1,129,730 shares of Class A Common Stock held by Acorn Bioventures 2, L.P.
Acorn Capital Advisors, GP, LLC (“Acorn GP”) is the general partner of Acorn Bioventures, L.P.
1 unchanged sentence
and, accordingly, Acorn GP may be deemed to have beneficial ownership of such shares.
−Removed: 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.
−Removed: Isaac Manke, a member of the Board, is a partner at Acorn GP.
−Removed: Each of Acorn GP, Dr.
−Removed: Manke disclaim beneficial ownership of the shares held by Acorn Bioventures L.P., except to the extent of their respective pecuniary interests therein.
+Added: Acorn Capital Advisors, GP 2, LLC (“Acorn GP 2”) is the general partner of Acorn Bioventures 2, L.P.
+Added: Acorn GP 2 has discretionary authority to vote and dispose of the shares held by Acorn Bioventures 2, L.P.
+Added: and, accordingly, Acorn GP 2 may be deemed to have beneficial ownership of such shares.
+Added: Anders Hove is the manager of Acorn GP and Acorn GP 2, in his capacity as such, may be deemed to beneficially own the shares held by Acorn Bioventures, L.P.
+Added: and Acorn Bioventures 2, L.P.
+Added: Each of Acorn GP, Acorn GP 2, and Dr.
+Added: Hove disclaim beneficial ownership of the shares held by Acorn Bioventures, L.P.
+Added: and Acorn Bioventures 2, 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.
−Removed: Based on information taken from Schedule 13G filed on October 11, 2024.
−Removed: Consists of (i) 702,044 shares of Class A Common Stock held by Citadel Multi-Strategy Equities Master Fund Ltd.
−Removed: (“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.
−Removed: (“CEMF Investments”).
−Removed: 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.
−Removed: The Class B Common Stock is non-voting.
−Removed: Citadel Advisors LLC (“Citadel Advisors”) is the portfolio manager of CM and CEMF Investments.
−Removed: Citadel Advisors Holdings LP (“CAH”) is the sole member of Citadel Advisors.
−Removed: Citadel GP LLC (“CGP”) is the general partner of CAH.
−Removed: Kenneth Griffin owns a controlling interest in CGP.
−Removed: 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.
−Removed: This response is not and shall not be construed as an admission that Mr.
−Removed: 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).
−Removed: The address for each of these persons is c/o Citadel Enterprise Americas, Southeast Financial Center, 200 S.
−Removed: Biscayne Blvd., Suite 3300, Miami, FL 33131.
−Removed: Based on information taken from Schedule 13G filed on October 10, 2024.
−Removed: Consists of 1,004,439 shares of Class A Common Stock held by Perceptive Life Sciences Master Fund, Ltd.
−Removed: Perceptive Advisors LLC (the “Advisor”) serves as the investment manager to Perceptive Life Sciences Master Fund, Ltd.
−Removed: (the “Master Fund”).
−Removed: Joseph Edelman is the managing member of the Advisor.
−Removed: 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.
−Removed: Edelman or the Advisor is the beneficial owner of such securities.
−Removed: The address for Perceptive Life Sciences Master Fund, Ltd.
−Removed: and Perceptive Advisors LLC is 51 Astor Place, 10th Floor, New York, NY 10003.
−Removed: Based on information taken from Schedule 13G filed on October 11, 2024.
−Removed: Consists of 824,155 shares of Class A Common Stock held by Samsara BioCapital, L.P.
−Removed: Samsara BioCapital GP, LLC (“Samsara LLC”) is the general partner of by Samsara BioCapital, L.P.
−Removed: (“Samsara LP”) and therefore may be deemed to beneficially own the shares held by Samsara LP.
−Removed: Srinivas Akkaraju, MD, Ph.D.
−Removed: 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.
−Removed: Samsara LLC disclaims beneficial ownership in these shares except to the extent of its respective pecuniary interest therein.
−Removed: The address for Samsara LP is 628 Middlefield Road, Palo Alto, CA 94301.
−Removed: Based on information taken from Schedule 13G filed on January 31, 2025.
−Removed: 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.
−Removed: The address for the Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
+Added: Based on information taken from Schedule 13G filed on February 17, 2026.
+Added: Consists of (i) 793,602 shares of Class A Common Stock held by ADAR1 Partners, LP, (ii) 119,064 shares of Class A Common Stock held by
+Added: Spearhead Insurance Solutions IDF, LLC and (iii) 101,492 shares of Class A Common Stock held by other separately managed accounts.
+Added: As the investment manager of ADAR1 Partners, LP and as the sub-advisor of Spearhead Insurance Solutions IDF, LLC and the separately managed accounts referenced above, ADAR1 Capital Management, LLC may be deemed to indirectly beneficially own the Class A Common Stock held by ADAR1 Partners, LP, Spearhead Insurance Solutions IDF, LLC and the separately managed accounts.
+Added: As the general partner of ADAR1 Partners, LP, ADAR1 Capital Management GP, LLC may be deemed to indirectly beneficially own the Class A Common Stock held by ADAR1 Partners, LP.
+Added: As the manager of ADAR1 Capital Management, LLC, and ADAR1 Capital Management GP, LLC, Daniel Schneeberger may be deemed to indirectly beneficially own the Class A Common Stock held by ADAR1 Partners, LP, Spearhead Insurance Solutions IDF, LLC and the separately managed accounts referenced above.
+Added: The address for each of these persons is 3503 Wild Cherry Drive, Building 9, Austin, Texas 78738.
+Added: Based on information taken from Schedule 13G filed on May 29, 2025.
+Added: Shay Capital LLC reported that it has sole dispositive power with respect to 810,214 shares.
+Added: The address for Shay Capital LLC is 280 Park Avenue, 5 th Floor West, New York, NY 10017 .
+Added: Based on information taken from Schedule 13G filed on November 28, 2025.
+Added: Prosight Management, LP has shared voting power and shared dispositive power with respect to 745,649 shares.
+Added: Prosight Management, LP is the general partner and investment manager of, and may be deemed to indirectly beneficially own securities owned by Prosight Fund, LP and Prosight Plus Fund, LP.
+Added: Prosight Partners, LLC is the general partner of, and may be deemed to beneficially own, securities beneficially owned by Prosight Management, LP.
+Added: Lawrence Hawkins is the sole manager of, and may be deemed to beneficially own securities beneficially owned by, Prosight Partners, LLC.
+Added: The address for each of these persons is 5956 Sherry Lane, Suite 1365, Dallas, TX 75225 .
Certain Relationships and Related Transactions, and Director Independence
2 unchanged sentences
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.
−Removed: 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:
+Added: 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 four directors are independent directors within the meaning of the applicable Nasdaq listing standards:
Michael Carruthers, Dr.
−Removed: Isaac Manke, Dr.
Andrew Phillips, Mr.
3 unchanged sentences
Grey is not considered an independent director because of his recent former service as Reneo’s Executive Chairman.
+Added: Isaac Manke is not considered an independent director because of his role as our Senior Vice President, Business Development since February 2026.
Certain Transactions With or Involving Related Persons
1 unchanged sentence
Executive Compensation” of this Annual Report on Form 10-K.
+Added: PIPE Financing
+Added: On May 10, 2024, in connection with the execution of the Merger Agreement, Reneo entered a the Subscription Agreement with certain existing OnKure stockholders and new investors (each, a “PIPE Investor”),
+Added: pursuant to which the PIPE Investors subscribed for and purchased, and Reneo issued and sold to the PIPE Investors, on the Closing Date immediately prior to the Effective Time, an aggregate of 2,938,005 shares of Class A Common Stock at a price of approximately $22.895 per share, for aggregate gross proceeds of approximately $65.0 million (the “PIPE Financing”).
+Added: The closing of the PIPE Financing occurred on October 4, 2024 in connection with the closing of the Merger.
+Added: The table below sets forth the number of shares of our Class A Common Stock purchased by related party holders in the PIPE Financing:
+Added: Shares of Class A
+Added: Total Purchase Price
+Added: Acorn Bioventures, L.P.
+Added: $4,560,475.97
+Added: Entities Affiliated with Citadel (2)
+Added: $8,260,412.19
+Added: Entities Affiliated with Cormorant (3)
+Added: $8,677,700.47
+Added: Deep Track Biotechnology Master Fund, Ltd.
+Added: $3,117,115.51
+Added: Perceptive Life Sciences Master Fund, Ltd.
+Added: $4,742,905.08
+Added: Samsara BioCapital, L.P.
+Added: $3,891,615.01
+Added: Isaac Manke, a member of the Legacy OnKure board of directors and a member of the Board, was a partner at Acorn Capital Advisors, GP, LLC, the general partner of Acorn Bioventures, L.P.
+Added: at the time of the PIPE Financing.
+Added: Entities affiliated with Acorn held more than five percent of outstanding Legacy OnKure’s capital stock and hold more than five percent of our outstanding capital stock.
+Added: Citadel Multi-Strategy Equities Master Fund Ltd.
+Added: held more than five percent of outstanding Legacy OnKure’s capital stock and holds more than five percent of our outstanding capital stock.
+Added: Citadel CEMF Investments Ltd., an affiliate of Citadel Multi-Strategy Equities Master Fund Ltd., purchased 360,792 shares of Class A Common Stock in the PIPE for a total purchase price of $8,260,412.19.
+Added: Entities affiliated with Cormorant collectively held more than five percent of outstanding Legacy OnKure’s capital stock and hold more than five percent of our outstanding capital stock.
+Added: Deep Track Biotechnology Master Fund, Ltd.
+Added: held more than five percent of outstanding Legacy OnKure’s capital stock and holds more than five percent of our outstanding capital stock.
+Added: Perceptive Life Sciences Master Fund, Ltd.
+Added: held more than five percent of outstanding Legacy OnKure’s capital stock and holds more than five percent of our outstanding capital stock.
+Added: Samsara BioCapital, L.P.
+Added: held more than five percent of outstanding Legacy OnKure’s capital stock and holds more than five percent of our outstanding capital stock.
+Added: At the closing of the PIPE Financing, in connection with the Subscription Agreement, we entered into a registration rights agreement with the PIPE Investors, pursuant to which we agreed to prepare and file a resale registration statement with the SEC within 45 calendar days following the closing of the PIPE Financing for purposes of registering the resale of the shares issued in the PIPE Financing.
+Added: We also agreed, among other things, that we will indemnify the PIPE Investors, their officers, directors, members, employees and agents, successors and assigns under the Subscription Agreement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to our obligations under the registration rights agreement.
+Added: Support Agreements Under the Merger Agreement
+Added: Concurrently and in connection with the execution of the Merger Agreement, (i) certain stockholders of Legacy OnKure, owning approximately 98.3% of the outstanding shares of Legacy OnKure’s preferred stock and approximately 77.3% of the outstanding shares of Legacy OnKure’s capital stock, entered into support agreements with Reneo and Legacy OnKure to vote all of their shares of Legacy OnKure’s capital stock in favor of the adoption of the Merger Agreement and the related transactions contemplated thereby and (ii) certain stockholders of Reneo holding approximately 34.7% of the outstanding shares of Reneo’s common stock, including Reneo’s common stock issuable within 60 days upon (A) exercise of options held by such holders or (B) settlement of RSUs held by such holders, entered into support agreements with Reneo and Legacy OnKure to vote all of their shares of Reneo’s capital stock in favor of the Merger Agreement and the related contemplated transactions and against any alternative acquisition proposals.
+Added: Lock-Up Agreements
+Added: Concurrently and in c onnection with the execution of the Merger Agreement, certain executive officers and the directors of Legacy OnKure, certain stockholders of Legacy OnKure and the directors of Reneo that remained on
+Added: the Board following the closing of the Merger, entered into lock-up agreements pursuant to which, and subject to specified exceptions, they have agreed not to transfer their shares of our Common Stock for the 180-day period following the closing of the Merger.
+Added: Legacy OnKure and Reneo Indemnification Agreements
+Added: Legacy OnKure and Reneo each entered into separate indemnification agreements with each of its directors and officers, respectively, in addition to the indemnification provided for in their respective certificate of incorporation and bylaws.
+Added: The indemnification agreements, certificates of incorporation and bylaws generally require both Legacy OnKure and Reneo to indemnify its directors, executive officers and certain controlling persons to the fullest extent permitted by Delaware law.
Director and Officer Indemnification
10 unchanged sentences
The Sublease was considered by us in accordance with our Related Person Transactions Policy, and approved by Audit Committee.
+Added: Long Prairie Consulting Agreement
+Added: On February 24, 2026, we entered into a consulting agreement and statement of work with Long Prairie, LLC (the “Long Prairie Consulting Agreement”), pursuant to which Isaac Manke is providing business development support and advisory services at a rate $33,333 for each full calendar month of services performed.
+Added: Manke, a member of our Board, owns and controls Long Prairie, LLC.
+Added: The Long Prairie Consulting Agreement has an initial term of one year, unless terminated earlier pursuant to its terms.
Policies and Procedures for Related Person Transactions
1 unchanged sentence
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.
−Removed: 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
−Removed: securities and any member of the immediate family of, or person sharing the household with, any of the foregoing persons.
+Added: 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.
−Removed: 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.
+Added: 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
+Added: 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.
8 unchanged sentences
All Other Fees (4)
−Removed: (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.
−Removed: Included in the 2023 audit fees are $135,622 of fees billed in connection with the Reneo public offering that closed in May 2023.
+Added: (1) Audit Fees include fees for the (i) audit of the consolidated financial statements included in our Form 10-K for our fiscal years ended December 31, 2025, and December 31, 2024, (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.
(2) Audit-related Fees include fees for accounting consultations.
−Removed: (3) Consists of non-audit fees in connection with access to the EY on-line accounting research and disclosures database.
+Added: (3) Consists of tax fees in connection with tax compliance.
+Added: (4) Consists of non-audit fees in connection with accounting research.
(5) Represents fees from KPMG for audit of fiscal year 2024.
(6) Represents fees from EY for audit of fiscal year 2024.
−Removed: (6) Represents fees from EY for audit of fiscal year 2023.
All fees described above were approved by the Audit Committee.
65 unchanged sentences
Subscription Agreement dated May 10, 2024 .
+Added: Sales Agreement by and between OnKure Therapeutics, Inc.
+Added: and Leerink Partners LLC, dated as of November 6, 2025 .
Insider Trading Policy .
−Removed: Subsidiaries of the Registrant.
Consent of independent registered public accounting firm.
46 unchanged sentences
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.