ORIC Pharmaceuticals Director Richard Heyman Executes Significant Stock Transactions in July 2026

Details of the Common Stock Acquisition and Exercise

On July 24, 2026, Richard A. Heyman acquired 3,500 shares of ORIC common stock at a price of $1.60 per share. This acquisition increased his direct beneficial ownership position in the company. The same day, Heyman exercised stock options representing the right to purchase 3,500 shares of common stock at an exercise price of $1.60 per share. According to the filing, the shares subject to these options were fully vested and immediately exercisable at the time of exercise, with an expiration date of February 28, 2028.

The coinciding timing of the stock acquisition and option exercise on the same date suggests coordinated portfolio management activity by the director. Following these transactions, Heyman's direct ownership of common stock increased to 45,300 shares. The option exercise represents an additional action by Heyman to acquire equity in the company, reflecting potential confidence in ORIC's business prospects or strategic decisions regarding his beneficial ownership position.

Significant Share Sales Under Rule 10b5-1 Plan

The disclosure indicates that Heyman sold a total of 13,100 shares of ORIC common stock on July 24, 2026, at a uniform price of $12.02 per share. These sales were executed in two separate transactions: 7,000 shares in one sale and 6,100 shares in another. Importantly, the filing states that both sales were "effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person and RAHD Capital, LLC." This regulatory framework is significant to investors, as Rule 10b5-1 plans allow insiders to establish predetermined trading schedules in advance, which can provide legal protection against insider trading liability when transactions are executed according to the prearranged plan.

The disparity between the acquisition price of $1.60 per share and the sale price of $12.02 per share represents a substantial difference in valuation, reflecting either market appreciation of ORIC shares between the acquisition and sale or market conditions at the time of the specific transactions. The use of a 10b5-1 plan demonstrates that Heyman had established this trading arrangement in advance, suggesting a structured approach to managing his equity holdings in the company.

Beneficial Ownership Structure Through RAHD Capital

The filing reveals that Heyman maintains indirect beneficial ownership of 206,672 shares of ORIC common stock through RAHD Capital, LLC. According to the disclosure, these shares are held of record by RAHD Capital, LLC, though Heyman retains voting and investment power with respect to such shares. This structure allows Heyman to maintain beneficial ownership while utilizing a separate legal entity, which is a common practice among company insiders and investors managing multiple investment positions.

The combination of Heyman's direct ownership of 45,300 shares and his indirect beneficial ownership of 206,672 shares through RAHD Capital means his total beneficial ownership position in ORIC amounts to 251,972 shares. This significant aggregate position underscores Heyman's material stake in the company's performance and direction. The maintenance of shares through an entity structure while also holding shares directly demonstrates a diversified approach to managing his investment in ORIC Pharmaceuticals.

Heyman's Director Status and Insider Activity

The filing confirms that Richard A. Heyman holds the position of director at ORIC Pharmaceuticals. As a director, Heyman is subject to Section 16 reporting requirements under the Securities Exchange Act of 1934, which mandate disclosure of his transactions in company securities. The filing indicates that Heyman remains subject to these reporting obligations, as evidenced by the Form 4 disclosure itself. Directors of public companies are typically required to report changes in their beneficial ownership within specified timeframes following the transaction date.

The nature and scope of Heyman's transactions—including both purchases and sales on the same trading day—represent typical insider activity at public companies. The fact that these transactions occurred at significantly different price points ($1.60 for acquisition versus $12.02 for sales) may indicate varying strategic objectives, such as exercising options that had appreciated in value while simultaneously establishing new positions at lower prices. Such activity is regularly monitored by investors and analysts seeking to understand the perspectives of company insiders regarding share valuation and company prospects.

Reporting Timeline and Compliance

The transactions in question occurred on July 24, 2026, and the Form 4 disclosure was filed on July 28, 2026, representing a four-day reporting window. This timeline complies with Securities and Exchange Commission regulations governing insider transaction reporting. The filing was executed by Christian Kuhlen, acting as attorney-in-fact for Heyman, on July 28, 2026. The use of an attorney-in-fact to sign the Form 4 is a standard practice that allows corporate insiders to delegate the administrative task of filing regulatory documents while maintaining responsibility for the accuracy of the disclosure.

The disclosure document includes standard regulatory language noting that intentional misstatements or omissions of facts in the Form 4 constitute federal criminal violations under 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). This underscores the seriousness with which the SEC treats insider transaction disclosures and the importance of accurate reporting by company officers, directors, and significant shareholders. The filing represents ORIC's compliance with mandatory insider disclosure requirements and provides investors with transparency regarding changes in insider beneficial ownership positions.

Market Context and Price Observations

While the Form 4 filing itself does not discuss market conditions or the rationale behind Heyman's transactions, the significant price difference between the acquisition transactions and the sales transactions provides observable data points for market participants. The $1.60 price at which Heyman acquired shares and exercised options contrasts sharply with the $12.02 per share sale price, suggesting substantial appreciation or market movements in ORIC stock between these transaction prices. Investors reviewing this filing may consider what factors contributed to the disparity in these prices and what they might indicate about market sentiment regarding ORIC Pharmaceuticals.

The uniform $12.02 price across both sales transactions indicates that these sales occurred under identical market conditions on the same date, consistent with the pre-planned nature of the Rule 10b5-1 trading arrangement. This structured approach to trading allows insiders to execute transactions according to predetermined formulas or schedules, removing discretion and potential concerns about timing based on material nonpublic information. Investors may view such pre-arranged trading plans as providing additional confidence in the appropriateness of insider transactions.

Options Vesting and Exercise Mechanics

The filing specifies that the 3,500 shares subject to the stock option exercised by Heyman were "fully vested and immediately exercisable" at the time of the transaction. This indicates that no further service requirements or conditions were associated with the option exercise. The option's exercise price of $1.60 per share and expiration date of February 28, 2028, establish the parameters within which Heyman possessed the contractual right to purchase shares. The fact that Heyman exercised these options on July 24, 2026, suggests that the current market conditions made the exercise economically favorable or that his portfolio management strategy called for such action.

The acquisition of 3,500 shares at the same $1.60 price on the same date raises the question of whether these transactions were related or executed as part of a coordinated strategy. While the filing does not explicitly state the relationship between the direct share acquisition and the option exercise, both transactions at the identical price point occurring simultaneously suggest they may have been part of a single plan or decision. The resulting increase in Heyman's direct beneficial ownership to 45,300 shares following these transactions indicates a net positive addition to his shareholdings despite the substantial sales executed the same day.

Implications for Investors and Stakeholders

Insider transaction disclosures such as this Form 4 filing serve as important informational tools for investors seeking to understand how company insiders view their own stock and manage their personal investment positions. When directors acquire shares, particularly through option exercises, some investors interpret this as a sign of confidence in the company's prospects. Conversely, significant sales by insiders can sometimes raise questions about valuation concerns, though pre-planned trading arrangements like the Rule 10b5-1 plan used here complicate such interpretations by removing the timing discretion element.

The net effect of Heyman's transactions on July 24, 2026—acquiring 3,500 shares and exercising options for 3,500 additional shares while selling 13,100 shares—resulted in a net reduction of 6,100 shares in his direct beneficial ownership for that day. However, viewed over a longer timeframe or considering his substantial indirect holdings through RAHD Capital, the significance of this single day's trading may be limited. Investors analyzing insider activity at ORIC Pharmaceuticals will need to consider these transactions within the broader context of the company's financial performance, strategic initiatives, and other insider trading patterns over time.

Filing Classification and Regulatory Framework

This disclosure represents a Form 4 filing under Section 16(a) of the Securities Exchange Act of 1934, the standard regulatory vehicle through which officers, directors, and ten-percent shareholders report changes in their beneficial ownership of company securities. The filing requirement exists to provide public transparency regarding insider transactions and to prevent potential conflicts of interest or manipulation. ORIC Pharmaceuticals, as a NASDAQ-listed company, operates within this regulatory framework, and Heyman's transactions triggered the required disclosure obligation.

The Form 4 filing contains multiple sections documenting non-derivative securities (common stock) and derivative securities (stock options) separately, allowing regulators and investors to distinguish between different types of insider holdings and transactions. The presence of footnotes explaining the nature of the transactions, the Rule 10b5-1 plan, and the indirect holdings through RAHD Capital demonstrates the detailed information provided in these regulatory disclosures. Such comprehensive documentation supports market transparency and investor protection objectives underlying securities regulation.