What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-10 compared with 2026-05-12 · 165 added, 96 removed, 593 unchanged (31% of the section changed)

13 unchanged sentences

Accounts payable

Current portion of operating lease liability

Operating lease liabilities, current

Other current liabilities

Total current liabilities

Non-current liabilities:

Operating lease liabilities, net of current portion

4 unchanged sentences

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

no shares issued and outstanding as of March 31, 2026 and December 31, 2025.

10,000,000 shares authorized as of June 30, 2026 and December 31, 2025;

no shares issued and outstanding as of June 30, 2026 and December 31, 2025.

Common stock, $ 0.0001 par value;

490,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

87,332,971 and 81,376,449 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

490,000,000 shares authorized as of June 30, 2026 and December 31, 2025;

87,452,166 and 81,376,449 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

Additional paid-in capital

7 unchanged sentences

(Amounts in thousands, except for share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

5 unchanged sentences

Interest income

Other income (loss)

Other (loss) income

Total other income

1 unchanged sentence

Weighted average shares used to compute net loss per share, basic and diluted

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Other comprehensive (loss) income:

5 unchanged sentences

(Amounts in thousands, except for share amounts)

Three Months Ended June 30, 2026

Comprehensive

Stockholders'

(Loss) Income

Income (Loss)

Balances at March 31, 2026

Stock-based compensation expense, including employee stock purchase plan expense

Issuance of shares under employee stock purchase plan

Exercise of stock options

Net unrealized loss on marketable securities

Balances at June 30, 2026

Six Months Ended June 30, 2026

Comprehensive

Stockholders'

Income (Loss)

Balances at December 31, 2025

Exchange of pre-funded warrants for common stock shares

Stock-based compensation expense

Issuance of shares under at-the-market offering, net of issuance costs of $ 25

Stock-based compensation expense, including employee stock purchase plan expense

Exercise of stock options

Issuance of shares under employee stock purchase plan

Net unrealized loss on marketable securities

Balances at June 30, 2026

See accompanying notes to the condensed consolidated financial statements.

Olema Pharmaceuticals, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(Amounts in thousands, except for share amounts)

Three Months Ended June 30, 2025

Comprehensive

Stockholders'

Balances at March 31, 2025

Stock-based compensation expense, including employee stock purchase plan expense

Issuance of shares under employee stock purchase plan

Exercise of stock options

Net unrealized loss on marketable securities

Balances at June 30, 2025

Six Months Ended June 30, 2025

Comprehensive

1 unchanged sentence

Balances at December 31, 2024

Exchange of common stock shares for pre-funded warrants

Stock-based compensation expense

Stock-based compensation expense, including employee stock purchase plan expense

Issuance of shares under employee stock purchase plan

Exercise of stock options

Issuance costs for the shares issued under equity private placement

Issuance cost associated with private equity placement

Exchange of common stock shares for pre-funded warrants

Net unrealized gain on marketable securities

Balances at March 31, 2025

Balances at June 30, 2025

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(Amounts in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Stock-based compensation expense, including employee stock purchase plan expense

Change in assets and liabilities:

Prepaid expenses and other current assets

5 unchanged sentences

Cash flows from investing activities:

Purchase of equipment

Maturities of marketable securities

3 unchanged sentences

Issuance of shares under at-the-market offering, net of issuance costs of $ 25

Issuance costs for shares issued under November 2025 follow-on offering

Issuance costs for shares issued under private placement

Proceeds from exercise of stock options

Tax withholding for stock options exercised

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Proceeds from borrowings under Credit Facility

Proceeds from issuance of common stock under employee stock purchase plan

Net cash provided by (used in) financing activities

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period

2 unchanged sentences

Exchange of common stock for pre-funded warrants

Right-of-use asset obtained in exchange for operating lease liabilities

See accompanying notes to the unaudited condensed consolidated financial statements.

6 unchanged sentences

The Company's wholly-owned, lead product candidate, palazestrant (OP-1250), is a novel, orally-available small molecule with dual activity as both a complete estrogen receptor ("ER") antagonist ("CERAN") and selective ER degrader ("SERD").

In addition to its lead product candidate, Olema is developing a potent KAT6 inhibitor (OP-3136).

In addition to its lead product candidate, Olema is developing OP-3136, a potent KAT6 inhibitor.

The Company is located in San Francisco, California and was incorporated in Delaware on August 7, 2006 under the legal name of CombiThera, Inc., and on March 25, 2009, was renamed Olema Pharmaceuticals, Inc.

6 unchanged sentences

Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

The Company had $ 505.3 million of cash, cash equivalents and marketable securities at March 31, 2026, in addition to the available balance under the Loan and Security Agreement dated as of September 5, 2023 (the “Original Loan Agreement”), by and between the Company, as borrower, and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (the “Bank”), as amended by the First Amendment to Loan and Security Agreement, dated June 28, 2024 (the "First Amendment"), as further amended by the Second Amendment to Loan and Security Agreement, dated June 27, 2025 (the "Second Amendment"), as further amended by the Third Amendment to Loan and Security Agreement, dated January 11, 2026 (the "Third Amendment" and, collectively with the First Amendment, Second Amendment and the Original Loan Agreement, the "Loan Agreement").

The Company had $ 461.1 million of cash, cash equivalents and marketable securities at June 30, 2026, in addition to the available balance under the Loan and Security Agreement dated as of September 5, 2023 (the “Original Loan Agreement”), by and between the Company, as borrower, and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (the “Bank”), as amended by the First Amendment to Loan and Security Agreement, dated June 28, 2024 (the "First Amendment"), as further amended by the Second Amendment to Loan and Security Agreement, dated June 27, 2025 (the "Second Amendment"), as further amended by the Third Amendment to Loan and Security Agreement, dated January 11, 2026 (the "Third Amendment"), and as further amended by the Fourth Amendment to Loan and Security Agreement, dated July 1, 2026 (the "Fourth Amendment" and, collectively with the First Amendment, Second Amendment, Third Amendment and the Original Loan Agreement, the "Loan Agreement").

See Note 11, "Long-term Borrowing" for further details.

1 unchanged sentence

Follow-on Public Offering

On November 19, 2025, the Company completed a follow-on public offering pursuant to which it issued and sold 11,500,000 shares of common stock at a public offering price of $ 19.00 per share, including 1,500,000 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, resulting in aggregate net proceeds of $ 204.8 million, after deducting underwriting discounts and commissions and estimated offering costs.

On November 19, 2025, the Company completed a follow-on public offering pursuant to which it issued and sold 11,500,000 shares of its common stock at a public offering price of $ 19.00 per share, including 1,500,000 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, resulting in aggregate net proceeds of $ 204.8 million, after deducting underwriting discounts and commissions and estimated offering costs.

Private Placement

17 unchanged sentences

1 to the 2025 Sales Agreement, which increased the maximum aggregate offering price under the 2025 Sales Agreement to $ 200.0 million.

During the three-months period ended March 31, 2026, the Company issued 1,712,739 of the Company's common stock under the 2025 Sales Agreement at a weighted-average price of $ 24.92 for net proceeds of $ 41.9 million after deducting related issuance costs.

During the six months ended June 30, 2026, the Company issued 1,712,739 of the Company's common stock under the 2025 Sales Agreement at a weighted-average price of $ 24.92 for net proceeds of $ 41.9 million after deducting related issuance costs.

Impact of Geopolitical and Macroeconomic Events

10 unchanged sentences

All intercompany balances and transactions have been eliminated upon consolidation.

Certain prior period amounts have been reclassified to conform to the current period presentation.

Such reclassifications had no effect on the Company's previously reported financial position, results of operations, comprehensive loss, or cash flows.

Unaudited Interim Financial Information

1 unchanged sentence

They have been prepared on the same basis as the annual financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s condensed consolidated financial statements included in this report.

The financial data and the other information disclosed in these notes to the condensed consolidated financial statements related to the three-month periods are also unaudited.

The financial data and the other information disclosed in these notes to the condensed consolidated financial statements related to the three- and six-month periods are also unaudited.

The results of operations presented in these unaudited condensed consolidated financial statements are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or for any other future annual or interim period.

4 unchanged sentences

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of expenses during the reporting period.

Significant areas that require management’s estimates include accruals of research and development expenses, including accrual of research contract costs, stock-based compensation assumptions, including the fair value of common stock.

On an ongoing basis, the Company evaluates its estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances.

2 unchanged sentences

Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of 90 days or fewer at the date of purchase.

Cash deposits are all in reputable financial institutions in the United States as of March 31, 2026, and December 31, 2025.

Cash deposits are all in reputable financial institutions in the United States as of June 30, 2026, and December 31, 2025.

Cash and cash equivalents primarily consisted of cash on deposit with U.S.

128 unchanged sentences

GAAP and reported in the Company’s condensed consolidated statements of operations, as the measure of segment profit or loss.

The measure of segment assets is reported in the Company's condensed consolidated balance sheet as total consolidated assets.

In assessing segment performance and allocating resources, the CODM also reviews consolidated functional expenses, including research and development and general and administrative expenses.

Other segment items included in consolidated net loss is primarily interest income, which is reflected in the consolidated statements of operations and comprehensive loss.

Recent Accounting Pronouncements Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023 09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The ASU enhances the transparency and decision usefulness of income tax disclosures by requiring additional disaggregation of information related to the effective tax rate reconciliation, income taxes paid, and income tax expense and pre-tax income by jurisdiction.

The Company adopted ASU 2023-09 on a prospective basis effective January 1, 2025 .

Accordingly, the enhanced income tax disclosures are presented beginning in fiscal year 2025, and prior period disclosures have not been recast.

The adoption of this guidance did not have an impact on the Company’s consolidated results of operations, financial position, or cash flows, as the amendments relate solely to disclosure requirements.

Recent Accounting Pronouncements Not Yet Adopted

2 unchanged sentences

The objective of this ASU is to provide investors with more detailed information to better assess an entity's performance and future cash flow prospects.

As clarified by ASU 2025-01 issued in January 2025, ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

6 unchanged sentences

Early adoption is permitted as the beginning of an annual reporting period.

The Company is evaluating the impact of this standard on its consolidated financial statements.

The Company is currently evaluating the impact of this standard on its consolidated financial statements.

On December 8, 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow Scope Improvements , which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting ("ASC 270") and clarify when it applies.

Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP.

The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements.

ASU 2025-11 is effective for all public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of this standard on its consolidated financial statements.

The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe that any pronouncements issued but not yet adopted as of the date of this report will have a material impact on the Company’s consolidated financial statements.

7 unchanged sentences

• Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

March 31, 2026

As of June 30, 2026, and December 31, 2025, the fair value of the Company’s financial assets that are measured at fair value on a recurring basis, which consist of cash equivalents and marketable securities classified as available-for-sale, are categorized in the table below based upon the lowest level of significant input to the valuations:

June 30, 2026

(in thousands)

13 unchanged sentences

Government-sponsored enterprise securities

March 31, 2026

The amortized cost and fair value of cash equivalents and investments as of June 30, 2026 and December 31, 2025 were as follows:

June 30, 2026

(in thousands)

13 unchanged sentences

The Company considers factors such as the duration, severity and the reason for the decline in value, the potential recovery period and its intent to sell.

For debt securities, the Company also considers

whether (i) it is more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis, and (ii) the amortized cost basis cannot be recovered as a result of credit losses.

There were no marketable securities that had been in a consecutive loss position for more than 12 months as of March 31, 2026.

During the three months ended March 31, 2026, the Company did not recognize any other-than-temporary impairment loss.

As of March 31, 2026, there was no allowance for losses on available-for-sale debt securities attributable to credit risk.

As of March 31, 2026, all of the Company’s cash and cash equivalents primarily consisted of cash on deposit with U.S.

For debt securities, the Company also considers whether (i) it is more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis, and (ii) the amortized cost basis cannot be recovered as a result of credit losses.

There were no marketable securities that had been in a consecutive loss position for more than 12 months as of June 30, 2026.

During the six months ended June 30, 2026, the Company did not recognize any other-than-temporary impairment loss.

As of June 30, 2026, there was no allowance for losses on available-for-sale debt securities attributable to credit risk.

As of June 30, 2026, all of the Company’s cash and cash equivalents primarily consisted of cash on deposit with U.S.

banks denominated in U.S.

3 unchanged sentences

Interest receivable

Prepaid G&A related costs

Prepaid clinical development costs

Prepaid subscriptions and licenses

Prepaid insurance

6 unchanged sentences

Internal-use software

Property and equipment, net

Office lease deposits

Property and equipment, net

Accrued and Other Current Liabilities

1 unchanged sentence

Accrued research and development related costs

Accrued payroll related costs

Accrued employee bonuses

Accrued corporate related costs

Accrued payroll related costs

Accrued taxes

Stock-Based Compensation

34 unchanged sentences

Outstanding as of December 31, 2025

Outstanding as of March 31, 2026

Options vested and exercisable as of March 31, 2026

Options expected to vest as of March 31, 2026

Outstanding as of June 30, 2026

Options vested and exercisable as of June 30, 2026

Options expected to vest as of June 30, 2026

¹ Exercised amount includes 4,407 shares withheld for taxes and net exercise transactions.

Restricted Stock Units

During the three months ended March 31, 2026, the Company granted restricted stock units, or RSUs, to non-executive employees under the 2020 Plan.

The following table summarizes the RSU activity during the three months ended March 31, 2026:

During the six months ended June 30, 2026, the Company granted RSUs to non-executive employees under the 2020 Plan.

The following table summarizes the RSU activity during the six months ended June 30, 2026:

Number of Shares

Weighted Average Fair Value

Outstanding as of December 31, 2025

Outstanding as of March 31, 2026

Shares expected to vest as of March 31, 2026

Outstanding as of June 30, 2026

Expected to vest as of June 30, 2026

Market-based Stock Options

During the three months ended March 31, 2026, the Company granted stock options with market and service conditions under the 2020 Plan.

On February 2, 2026, the Company granted stock options with market and service conditions under the 2020 Plan.

These awards vest upon the achievement of specified stock price targets, subject to continued service.

4 unchanged sentences

Expected dividend yield

The following table summarizes the market-based stock options activity during the three months ended March 31, 2026:

The following table summarizes the market-based stock options activity during the six months ended June 30, 2026:

Number of Shares

Grant Date Fair Value

Weighted Average Remaining Contractual Term

Outstanding as of December 31, 2025

Outstanding and exercisable as of March 31, 2026

Outstanding as of June 30, 2026

The estimated grant date fair value of the market-based options was approximately $ 13.5 million.

2 unchanged sentences

The ESPP permits eligible employees who elect to participate in an offering under the ESPP to have up to 15 % of their eligible earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the ESPP.

The price of the common stock purchased under the ESPP is equal to the lesser of (i) 85 % of the fair market value of a share of the Company’s common stock on the first day of an offering;

The price of the common stock purchased under the ESPP is equal to the lesser of (i) 85 % of the fair market

value of a share of the Company’s common stock on the first day of an offering;

or (ii) 85 % of the fair market value of a share of the Company’s common stock on the date of purchase.

4 unchanged sentences

The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock offered under the ESPP.

Stock-based compensation expense related to the ESPP w as $ 0.3 million and $ 0.2 million for the three-month periods ended March 31, 2026 and 2025, respectively .

Stock-based compensation expense related to the ESPP w as $ 0.4 million and $ 0.2 million for the three-month periods ended June 30, 2026 and 2025, and $ 0.7 million and $ 0.4 million for the six-month periods ended June 30, 2026 and 2025, respectively .

Stock-Based Compensation Expense

Stock-based compensation expense related to awards granted under the 2014 Plan, the 2020 Plan, the ESPP and the 2022 Inducement Plan was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

3 unchanged sentences

Basic and diluted net loss per common share was calculated as follows (in thousands, except share and per share amounts):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Weighted average shares used to compute net loss per share, basic and diluted *

2 unchanged sentences

The potentially dilutive shares that were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented are as follows:

Three Months Ended March 31,

Six Months Ended June 30,

Options to purchase common stock

1 unchanged sentence

Unvested restricted stock units outstanding

Employee stock purchase plan contingently issuable

The Company leases certain of its facilities under non-cancellable operating leases expiring at various dates into 2027.

21 unchanged sentences

On April 27, 2026, the Company entered into a lease agreement with KR Oyster Point II, LLC to lease an aggregate of approximately 38,176 square feet of office and laboratory space to serve as the Company's new corporate headquarters (the “Oyster Point Lease Agreement”), consisting of approximately 25,048 square feet on the fourth floor (“Phase I”) and approximately 13,128 square feet on the fifth floor (“Phase II”).

The Oyster Point Lease Agreement has an initial term of seven years, with Phase I expected to commence on or about September 15, 2026 and Phase II expected to commence on or about December 1, 2026, in each case upon the earlier of the Company’s first use of the applicable space or the landlord’s delivery of possession of such space in the condition required under the lease.

The Oyster Point Lease Agreement has an initial term of seven years, with Phase I expected to commence on or about

September 15, 2026 and Phase II expected to commence on or about December 1, 2026, in each case upon the earlier of the Company’s first use of the applicable space or the landlord’s delivery of possession of such space in the condition required under the lease.

Aggregate base rent over the initial term, net of rent abatement, is approximately $ 18.5 million, consisting of approximately $ 12.4 million related to Phase I and approximately $ 6.1 million related to Phase II.

3 unchanged sentences

The Company will account for the Oyster Point Lease Agreement under ASC 842 at the respective lease commencement dates.

March 31, 2026, the lease had not commenced and, accordingly, no right-of-use asset or lease liability had been recognized.

The following table summarizes total lease expense during the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

As of June 30, 2026, the lease had not commenced and, accordingly, no right-of-use asset or lease liability had been recognized.

On June 2, 2026, the Company entered into a lease agreement with ARE-MA Region No.

75, LLC to lease an aggregate of approximately 16,653 square feet of office space in Watertown, Massachusetts (the "Watertown Lease").

The Watertown Lease Agreement is for a period of 44 months commencing on the target commencement date of January 15, 2027.

Aggregate base rent over the initial term, net of rent abatement, is approximately $ 1.2 million.

According to the terms of the Watertown Lease Agreement, the Company delivered to the landlord a security deposit of $ 0.1 million.

The Company is required to pay monthly rent and common area charges.

The Company will account for the Watertown Lease under ASC 842 at the respective lease commencement date.

As of June 30, 2026, the Watertown Lease had not commenced and, accordingly, no right-of-use asset or lease liability had been recognized.

The following table summarizes total lease expense during the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Straight-line operating lease expense

Variable lease expense

Short-term lease expense

Total operating lease expense

The following table summarizes supplemental cash flow information during the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Cash paid for amounts included in measurement of lease liabilities:

The following table summarizes supplemental cash flow information during the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Cash paid for amounts included measurement of lease liabilities:

Lease liability arising from obtaining a right-use-asset

Operating cash flows from operating leases

Supplemental noncash information on lease liability arising from obtaining a right-use-asset

The following table summarizes the Company’s future minimum lease payments and reconciliation of lease liabilities as of March 31, 2026 (in thousands):

2026 (from April 2026)

The following table summarizes the Company’s future minimum lease payments and reconciliation of lease liabilities as of June 30, 2026 (in thousands):

2026 (From July 2026)

Total future minimum lease payments

2 unchanged sentences

Lease liabilities, non-current

The following table summarizes the lease term and discount rate as of March 31, 2026 and 2025:

Three Months Ended March 31,

The following table summarizes the lease term and discount rate as of June 30, 2026 and 2025:

Weighted-average remaining lease term (years)

21 unchanged sentences

Notwithstanding the foregoing, if the 2024 Novartis Agreement is terminated as a result of certain patient safety issues, lack of product efficacy, regulatory issues or clinical hold issues prior to the consummation of the Olema Compound Transaction or Olema Change of Control, then the Company shall not be obligated to pay the Repayment Amount unless (a) the Olema Change of Control or Olema Compound Transaction occurs after such termination and (b) prior to the fifth anniversary of such Olema Change of Control or Olema Compound Transaction (as applicable), the Company or its affiliates (or the applicable acquirer, successor, licensee or optionholder of the Company or its affiliates) enrolls a subject in any clinical study involving the combination of palazestrant and ribociclib (the "Olema Combination") or submits any filing with any regulatory authority relating to the Olema Combination.

The “Repayment Amount” is the proportion of approximately $ 275 million that is represented by the number of units

of ribociclib actually supplied to the Company under the 2024 Novartis Agreement as of immediately prior to the Repayment Trigger Event as compared to the total number of units that could be supplied under the 2024 Novartis Agreement.

The “Repayment Amount” is the proportion of approximately $ 275 million that is represented by the number of units of ribociclib actually supplied to the Company under the 2024 Novartis Agreement as of immediately prior to the Repayment Trigger Event as compared to the total number of units that could be supplied under the 2024 Novartis Agreement.

The foregoing rights of first negotiation, first offer and notice and repayment obligations remain in effect until the first to occur of:

3 unchanged sentences

Either party may terminate the 2024 Novartis Agreement for the uncured material breach or insolvency of the other party, for failure to comply with certain anti-corruption obligations, in the event of a change of control of the other party, if it reasonably deems it necessary in order to protect the safety, health or welfare of subjects enrolled in the clinical studies for the combined therapies due to the existence of a material safety issue, if the parties jointly decide that the Olema Combination is not achieving sufficiently superior levels of efficacy, if any regulatory authority action prevents a party (or the letrozole supplier) from supplying its product, in the event of an unresolved force majeure event, or in certain circumstances for an unresolved clinical hold with respect to ribociclib, palazestrant or letrozole (or the combination of ribociclib and palazestrant or ribociclib and letrozole).

In addition, Novartis may terminate the 2024 Novartis Agreement if the Company had failed to commence the OPERA-02 trial on or prior to March 31, 2026 or if the Company consummates an Olema Compound Transaction, and the Company may terminate the 2024 Novartis Agreement if the Company terminates the OPERA-02 trial other than due to a material safety issue, efficacy issue, regulatory action or upon a clinical hold.

Costs incurred in connection with the 2024 Novartis Agreement are included in research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025.

The Company may terminate the 2024 Novartis Agreement if the Company terminates the OPERA-02 trial other than due to a material safety issue, efficacy issue, regulatory action or upon a clinical hold.

2020 Clinical Collaboration and Supply Agreement with Novartis

13 unchanged sentences

In addition, Novartis may terminate the 2020 Novartis Agreement if certain disputes between the parties are not resolved after following the applicable dispute resolution procedures, and the Company may terminate the 2020 Novartis Agreement in the event the Company terminates all clinical trials of the combined therapies other than due to a material safety issue or upon a clinical hold.

Costs associated with research activities performed under the 2020 Novartis Agreement are included in research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025, with any reimbursable costs from Novartis reflected as a reduction of such expenses.

Costs associated with research activities performed under the 2020 Novartis Agreement are included in research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2026 and 2025, with any reimbursable costs from Novartis reflected as a reduction of such expenses.

The Company had previously incurred the full agreed-upon reimbursement amount.

12 unchanged sentences

The 2025 Pfizer Agreement does not grant any right of first negotiation to participate in future clinical trials, and each of the parties retains all rights and ability to evaluate their respective compounds.

Costs incurred in

connection with the 2025 Pfizer Agreement are included in research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026.

Costs incurred in connection with the 2025 Pfizer Agreement are included in research and development expenses in the

accompanying condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2026.

2020 Clinical Trial Agreement with Pfizer

9 unchanged sentences

The Pfizer Agreement does not grant any right of first negotiation to participate in future clinical trials, and each of the parties retains all rights and ability to evaluate their respective compounds.

Costs incurred in connection with the Pfizer Agreement are included in research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025.

2026 Clinical Trial Collaboration and Supply Agreement with Bayer

In May 2026, the Company entered into a new clinical trial collaboration and supply agreement with Bayer Consumer Care AG ("Bayer") (the "2026 Bayer Agreement") to evaluate, in a Phase 1b/2 study, the safety, tolerability, and preliminary anti-tumor activity of OP-3136 in combination with NUBEQA® (darolutamide), Bayer’s androgen receptor inhibitor, in approximately 36 patients with metastatic castration-resistant prostate cancer.

The clinical trial is expected to initiate in the fourth quarter of 2026.

Under the 2026 Bayer Agreement, Bayer will supply NUBEQA® for use in the clinical trial, and the Company will sponsor and conduct the study.

The parties have granted each other a non-exclusive, royalty-free license under certain of their respective patent rights solely to the extent reasonably necessary to conduct the clinical trial and related research and development activities under the collaboration.

Inventions and data generated through the conduct of the clinical trial relating to the combined use of OP-3136 and NUBEQA® will be jointly owned by the parties.

The Company is responsible for manufacturing, packaging and labeling OP-3136, as well as packaging and labeling NUBEQA®, while Bayer is responsible for manufacturing and supplying NUBEQA® in quantities reasonably required for the clinical trial.

The 2026 Bayer Agreement may be terminated by either party under certain circumstances, including for an uncured material breach, patient safety concerns, clinically significant drug-drug interactions, certain regulatory actions, or a decision to discontinue development of the applicable compound or combination for medical,

scientific or legal reasons.

In addition, Bayer may terminate the 2026 Bayer Agreement if it reasonably believes NUBEQA® is being used unsafely in the clinical trial or if its underlying supply agreement terminates and it is no longer able to supply NUBEQA®.

Upon expiration or termination of the 2026 Bayer Agreement, the Company is required to return or destroy any unused NUBEQA® in accordance with Bayer's instructions.

The 2026 Bayer Agreement does not grant any right of first negotiation to participate in future clinical trials, and each of the parties retains all rights and ability to evaluate their respective compounds.

There were no costs incurred in connection with the 2026 Bayer Agreement for the three and six months ended June 30, 2026.

License Agreement with Aurigene

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Payments due to Aurigene upon or subsequent to regulatory approval will be accrued as a provision to cost of sales in the period when achievement of respective milestone target is probable.

As of March 31, 2026, the Company has incurred $ 23 million in upfront and clinical development milestone payments under the Aurigene Agreement.

As of June 30, 2026, the Company has incurred $ 23 million in upfront and clinical development milestone payments under the Aurigene Agreement.

Management Services Agreements

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In addition, these agreements may, from time to time, be subjected to amendments as a result of any change orders executed by the parties.

As of March 31, 2026, the Company did not have material contractual commitments with respect to these arrangements.

As of June 30, 2026, the Company did not have material contractual commitments with respect to these arrangements.

Contingencies

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business.

The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated.

The Company accrues a liability for such matters when it is probable that future expenditures will be

made, and such expenditures can be reasonably estimated.

For all periods presented, the Company was not a party to any pending material litigation or other material legal proceedings.

3 unchanged sentences

The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited.

As of March 31, 2026, the Company had not incurred any material costs as a result of such indemnifications.

As of June 30, 2026, the Company had not incurred any material costs as a result of such indemnifications.

Long-term Borrowing

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The Original Credit Facility was scheduled to mature on August 1, 2027 (the "Original Maturity Date").

(the "Credit Facility"), of which the Term Loan A of $ 25.0 million was immediately available, an additional $ 25.0 million became available upon the Company achieving certain milestones related to the execution of a first line pivotal Phase 3 clinical trial of palazestrant in combination with ribociclib ("Term Loan B"), and an additional $ 50.0 million which may be made available upon the approval of the Bank in its discretion ("Term Loan C"), and (ii) extended the Original Maturity Date to July 1, 2028 .

On June 28, 2024, the Company entered into the First Amendment, which, among other things, (i) increased the aggregate principal amount of the Original Credit Facility from up to $ 50.0 million to up to $ 100.0 million (the "Credit Facility"), of which the Term Loan A of $ 25.0 million was immediately available, an additional $ 25.0 million became available upon the Company achieving certain milestones related to the execution of a first line pivotal Phase 3 clinical trial of palazestrant in combination with ribociclib ("Term Loan B"), and an additional $ 50.0 million which may be made available upon the approval of the Bank in its discretion ("Term Loan C"), and (ii) extended the Original Maturity Date to July 1, 2028 .

On June 27, 2025, the Company entered into the Second Amendment, which, among other things, (i) decreased the interest rate to a floating rate equal to the greater of 6.0 % or the prime rate, and (ii) extended the draw period of the Term Loan A to January 15, 2026 .

1 unchanged sentence

Based on the occurrence of specified (a) development milestones related to the pivotal Phase 3 OPERA-01 clinical trial of palazestrant or (b) receipt of proceeds from capital financing, the draw period of Term Loan B and Term Loan C may be further extended to July 31, 2027, and the Maturity Date may be further extended to July 1, 2029.

On July 1, 2026, the Company entered into the Fourth Amendment, which, among other things, added Olema Oncology International Limited as a secured guarantor under the Loan Agreement.

The obligations under the Loan Agreement are secured by substantially all of the assets of the Company, subject to limited exceptions.

1 unchanged sentence

During an event of default, any outstanding amount under the Credit Facility will bear interest at a rate of 3.0 % in excess of the otherwise applicable rate of interest.

The Company will pay certain fees with respect to the Credit Facility, including a prepayment fee on any amount advanced under the Credit Facility to the extent paid prior to the Maturity Date, a final payment fee on the amount advanced under the Credit Facility.

The Company will pay certain fees with respect to the Credit Facility,

including a prepayment fee on any amount advanced under the Credit Facility to the extent paid prior to the Maturity Date, a final payment fee on the amount advanced under the Credit Facility.

The Loan Agreement contains customary events of default, including, but not limited to, nonpayment of principal, interest, fees or other amounts;

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and engage in certain transactions with affiliates.

As of March 31, 2026, the Company had drawn $ 3.0 million from the Credit Facility which was recorded at cost and presented as long-term borrow ing on the consolidated balance sheet.

The interest expense was less than $ 0.1 million for the period ended March 31, 2026, which was included in other income on the condensed consolidated statement of operations and comprehensive loss.

As of March 31, 2026, the carrying amount of the borrowing approximated fair value, as the interest rate is variable and resets periodically based on market rates.

As of June 30, 2026, the Company had drawn $ 3.0 million from the Credit Facility which was recorded at cost and presented as long-term borrow ing on the consolidated balance sheet.

The interest expense amounted to $ 0.1 million for the six months ended June 30, 2026, which was included in other income on the condensed consolidated statement of operations and comprehensive loss.

As of June 30, 2026, the carrying amount of the borrowing approximated fair value, as the interest rate is variable and resets periodically based on market rates.

Pre-Funded Warrants

1 unchanged sentence

Accordingly, the Company recorded the pre-funded warrants as a component of stockholders' equity within additional paid-in capital.

three months ended March 31, 2026, partial pre-funded warrants were exercised in exchange for 3.5 million shares of the Company's common shares.

The following table summarizes the pre-funded warrants issued and outstanding as of March 31, 2026:

During the six months ended June 30, 2026, partial pre-funded warrants were exercised in exchange for 3.5 million shares of the Company's common shares.

The following table summarizes the pre-funded warrants issued and outstanding as of June 30, 2026:

Expiration Date

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

What changed 10-Q

Item 1. Financial Statements