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): April 27, 2026

    

Olema Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39712	30-0409740
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

780 Brannan Street
San Francisco, California		94103
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 415 651-3316

    

N/A

(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(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	OLMA	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 51.0201 DepartureEntry ofinto Directorsa orMaterial CertainDefinitive Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersAgreement.

On April 27, 2026, uponOlema recommendationPharmaceuticals, fromInc. (the Nominating“Company”) andentered Corporateinto Governancea Committeelease agreement (the “Nominating CommitteeLease”) ofwith theKR BoardOyster ofPoint DirectorsII, (theLLC, “Board”)a ofDelaware Olemalimited Pharmaceuticals,liability Inc.company (the “CompanyLandlord”), thepursuant Boardto appointedwhich Dr.the PrakashCompany Ramanwill tolease thean Boardaggregate asof aapproximately Class38,176 IIsquare directorfeet, effectiveconsisting Aprilof 2825,048 2026square feet of space located on the fourth floor (the “EffectivePhase DateI”). Dr.and Raman’s13,128 termsquare willfeet expire,of alongspace withlocated on the termsfifth offloor the(“Phase otherII” Classand IItogether directorswith Phase I, atthe “Premises” ). The Company intends to relocate its corporate headquarters to the Premises by December 2026. The Company’s annualexisting meetingleases offor stockholdersits office and lab space in 2028San Francisco are scheduled to expire between December 2026 and January 2027.

TherePrior areto nothe arrangementscommencement orof understandingsthe betweenLease, Dr.the RamanLandlord andwill anyperform othercertain personsitems pursuantof towork whichon hethe wasPremises selectedin asaccordance awith director.the TheLease, Boardincluding hasthe determinedwork thatagreement Dr.attached Ramanthereto qualifies(collectively, asthe an“Landlord independentWork”). directorExcept underas theotherwise independenceexpressly requirements set forth underin Rule 5605(a)(2) of the Nasdaq Rules and listing standards. AdditionallyLease, there are no transactions involving the CompanyLandlord andwill Dr. Raman that the Company would be requiredresponsible tofor reportall pursuantcosts toassociated Itemwith 404(a)the ofLandlord Regulation S-KWork.

InThe connectioninitial withterm hisof appointment to the BoardLease andis pursuantseven toyears (the Company’s“Initial non-employeeTerm”), directorunless compensationearlier policyterminated asin currentlyaccordance inwith effect,the DrLease. RamanThe receivedCompany initialhas equity awards as follows: (x) a nonstatutoryone-time stock option to purchaseterminate 24,150the sharesLease ofat the Company’send commonof stock (the “Initial60th Grant”)full andcalendar (y)month aof nonstatutorythe stockInitial optionTerm, to purchase 2with,911 sharesamong ofother therequirements, Company’s common stock (the “Partialpayment Yearto Grant”).Landlord Theof Initiala Granttermination willfee vest in aan seriesamount ofequal 36to successive$1,716,240.96. equalThe monthlyLease installmentsalso overrequires thea three-yearcash periodsecurity measureddeposit fromin the dateamount of grant$427,546.80. subjectThe toLease Dr.also Raman’sprovides continuousthe serviceCompany throughwith eachan applicableoption vestingto date.extend Thethe Partialterm Yearfor Grantone willadditional vestfive-year inperiod fulland ona Juneright 11,of 2026,first subjectoffer to Dr.expand Raman’sthe continuoussize serviceof throughthe suchPremises date. Each grant is subject to theSuite terms550 andlocated conditionson of the Company’sfifth 2020floor Equity Incentive Plan and itsthe relatedentire agreementssixth floor.

The lease term for Phase I will commence on the earlier of (i) the date the Company hasfirst alsoconducts enteredbusiness intoin itsPhase standardI formor (ii) the date that the Landlord delivers exclusive possession of indemnificationPhase agreementI within Drthe condition required under the Lease, which is expected to be on or about September 15, 2026. RamanThe Lease provides that total base rent for Phase I during the Initial Term, net of rent abatement, is $12,361,188.00.

ItemThe 7lease term for the Phase II commences on the earlier of (i) the date the Company first conducts business in Phase II or (ii) the date that the Landlord delivers exclusive possession of Phase II in the condition required under the Lease, which is expected to be on or about December 1, 2026.01 RegulationThe FDLease Disclosureprovides that total base rent for Phase II during the Initial Term, net of rent abatement, is $6,145,463.76.

OnThe AprilLease 29,contains 2026,customary provisions requiring the Company issuedto apay pressits releasepro announcingrata share of operating expenses and certain taxes, assessments and fees related to the appointmentPremises ofand Dr.provisions Ramanallowing the Landlord to terminate the Board,Lease if the Company fails to remedy a copybreach of whichcertain isof attachedits heretoobligations aswithin Exhibitspecified 99time periods.1 toThe thisCompany Currentand ReportLandlord onhave Formmade 8-Kcustomary andrepresentations, incorporatedwarranties intoand thiscovenants Itemin 7.01the by referenceLease.

The informationforegoing indescription thisof Itemthe 7.01,Lease includingdoes Exhibitnot 99.1,purport isto beingbe furnishedcomplete and shallis notqualified bein deemedits “filed”entirety forby purposesreference ofto Section 18 of the Securitiesfull Exchangetext Act of 1934,the as amendedLease, ora otherwisecopy subject to the liabilities of thatwhich Section.will The information in this Item 7.01 shall not be incorporatedfiled bywith referencethe intoCompany’s anyQuarterly registrationReport statementon orForm other10-Q documentfor pursuant to the Securitiesquarter Actended ofMarch 193331, as amended2026.

Item 92.0103 Creation of a Direct Financial StatementsObligation andor Exhibitsan Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The (d)information Exhibitsset forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Exhibit No.	Description
99.1	Press Release, dated April 29, 2026, of Olema Pharmaceuticals, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

~~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.

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.


			OLEMA PHARMACEUTICALS, INC.

Date:	May 1, 2026	By:	/s/ Sean Bohen, M.D., Ph.D.
			Sean Bohen, M.D., Ph.D. President and Chief Executive Officer

			OLEMA PHARMACEUTICALS, INC.
Date:	April 29, 2026	By:	/s/ Sean Bohen, M.D., Ph.D.
			Sean Bohen, M.D., Ph.D.President and Chief Executive Officer

Filing Compare · Olema Pharmaceuticals, Inc.