OnKure Therapeutics Reprices Underwater Stock Options Including CEO

What Happened
OnKure Therapeutics (OKUR) filed an 8-K reporting that on August 7, 2026 the Board approved a repricing of outstanding, unexercised stock options granted before January 1, 2025 under the company’s 2024 and 2021 plans. Eligible options with original exercise prices ≥ $10.00 were re-priced to $4.14 per share (the closing price on August 7, 2026). The change does not alter option terms, vesting schedules, expiration dates, or the number of underlying shares. The Board and its Compensation Committee recommended the repricing after consulting a compensation advisor.

Key Details

• Effective date: August 7, 2026; 8-K filed August 13, 2026.
• Total repriced: approximately 1.7 million shares; about 40% of outstanding options under the plans had exercise prices above the $10 threshold.
• New exercise price: $4.14 per share; original exercise prices on repriced options ranged from $13.99 to $24.59.
• Named executives affected: CEO Nicholas A. Saccomano (571,423 shares), CMO Samuel Agresta (149,984 shares), CFO Jason Leverone (141,714 shares).
• Retention requirement: senior management (including the named execs) must remain service providers for 18 months after the effective date (others generally must remain for 1 year); if the requirement is not met, the repriced option must be exercised at the original (higher) exercise price. Exceptions if a change in control occurs while serving, or termination due to death/disability.

Why It Matters
For investors, the repricing materially changes potential insider incentives: lowering exercise prices to market increases the near-term value of these options for employees and executives and is intended to improve retention and alignment without issuing new equity or increasing cash compensation. The Board framed the action as a way to avoid further dilution or cash costs. Investors should note this is a corporate-governance decision that affects insider compensation and incentives; it does not change outstanding option terms other than exercise price, and it includes time-based retention conditions.