Item 5. Other Information
Item 5. Other Information.
Trading Plans or Rule 10b5-1 Trading Plans
During the quarter ended September 30, 2025, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below.
Name
Position
Action
Date of Adoption/
Termination
Type of Trading Arrangement
Expiration Date
Total Shares of Common Stock to be Sold***
Rule 10b5-1*
Non-Rule 10b5-1**
Shane Kovacs
Chief Operating and Financial Officer
Adoption (1)
February 3, 2025
X (2)
May 12, 2026
Up to 150,000
Shane Kovacs
Chief Operating and Financial Officer
Termination (3)
September 10, 2025 (4)
X
May 12, 2026
Up to 150,000
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** "Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
*** Represents the maximum number of shares that may be sold pursuant to the 10b5-1 trading arrangement. The number of shares to be sold was dependent on the satisfaction of certain conditions as set forth in the written plan.
(1) We inadvertently omitted from Item 5 of Part II of our Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2025, the disclosure of the adoption of a contract, instruction or written plan for the purchase or sale of our securities.
(2) This plan was intended to qualify as a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K. However, the plan did not comply with the cooling-off period required by Exchange Act Rule 10b5-1(c) and is therefore deemed a “Non-Rule 10b5-1 trading arrangement”.
110
Table of Contents
(3) This contract, instruction, or written plan was subsequently terminated on September 10, 2025, as disclosed above, prior to the completion of any sales under the plan.
(4) Represents the termination of a written plan originally adopted on February 3, 2025 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
Item 6. Exhibits.
Incorporated by Reference
Exhibit
Number
Description
Schedule
Form
File Number
Exhibit
Filing
Date
3.1
Amended and Restated Certificate of Incorporation.
8‑K
001‑39712
3.1
11/23/2020
3.2
Amended and Restated Bylaws.
8‑K
001‑39712
3.1
12/16/2022
31.1*
Certification of Chief Executive Officer Pursuant to Rules 13a‑14(a) and 15d‑14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer Pursuant to Rules 13a‑14(a) and 15d‑14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104
Cover page formatted as Inline XBRL and contained in Exhibit 101
* Filed herewith.
The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Exchange Act, and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act, irrespective of any general incorporation language contained in any such filing.
111
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Olema Pharmaceuticals, Inc.
Date: November 10, 2025
By:
/s/ Sean Bohen, M.D., Ph.D.
Sean Bohen, M.D., Ph.D.
President and Chief Executive Officer
( Principal Executive Officer )
Date: November 10, 2025
By:
/s/ Shane Kovacs
Shane Kovacs
Chief Operating and Financial Officer
( Principal Financial Officer and Principal Accounting Officer )
112
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.