UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~February 23~~March 31, 2026

ORIC Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39269

47-1787157

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

240 E. Grand Ave, 2nd Floor

South San Francisco, CA 94080

(Address of principal executive offices, including zip code)

(650) 388-5600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		ORIC		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

~~On May 6, 2021,~~ ORIC Pharmaceuticals, Inc. (the “Company”) ~~entered~~presented ~~into~~a anrinzimetostat ~~Open Market Sale AgreementSM~~ (~~the “Sales Agreement”~~ORIC-944) ~~with~~program ~~Jefferies~~update ~~LLC~~ (~~“Jefferies”) to sell shares of~~ the ~~Company’s common stock, par value $0.0001 per share (the~~ “~~Shares”),~~Program ~~from time to time, through an “at the market offering~~Update” ~~program under which Jefferies acts as sales agent. The Shares are issued pursuant to the Company’s effective shelf registration statement on Form S-3ASR (File No. 333-277829~~), ~~filed~~ on March 1131, ~~2024,~~2026. ~~which~~The ~~became~~Program ~~automatically~~Update ~~effective~~covered ~~upon~~recently ~~filing~~announced ~~with~~dose ~~the~~optimization ~~Securities~~data ~~and~~from ~~Exchange Commission (~~the ~~“SEC”). On March 11, 2024, the~~ Company’s ~~filed~~Phase a1b ~~prospectus~~trial ~~supplement (the “2024 Prospectus Supplement”) with the SEC in connection with the offer and sale~~ of ~~up to $200~~rinzimetostat.~~0 million~~ ofA ~~Shares~~presentation ~~pursuant~~containing to the ~~Sales~~data ~~Agreement.~~presented Asin ~~of February 23, 2026,~~ the ~~Company~~Program ~~had~~Update ~~sold~~is ~~13,478,432~~attached ofas ~~Shares~~Exhibit ~~for gross proceeds of approximately $139~~99.~~7 million,~~1 ~~before~~hereto ~~deducting commissions to Jefferies~~ and ~~other~~is ~~expenses,~~incorporated ~~under~~herein ~~the~~by ~~2024 Prospectus Supplement~~reference.

On February 26, 2026, the Company filed a prospectus supplement with the SEC in connection with the offer and sale of up to $200.0 million of Shares pursuant to the Sales Agreement (the “2026 Prospectus Supplement”). No further sales of shares will be made under the 2024 Prospectus Supplement.

The legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, relating to the Shares being offered in connection with the 2026 Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
99.1		Presentation
23.1		Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ORIC PHARMACEUTICALS, INC.

Date: February 23, 2026

/s/ Christian V. Kuhlen

Date: March 31, 2026

/s/ Christian V. Kuhlen

Christian V. Kuhlen, M.D., J.D.

General Counsel

Filing Compare · Oric Pharmaceuticals, Inc.