Oric Pharmaceuticals Inc美股招股说明书(2026-02-23版)

Up to $200,000,000 Common Stock We have previously entered into an Open Market Sale AgreementSM(sales agreement) with Jefferies LLC (Jefferies) relating to the sale of shares of ourcommon stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, under thisprospectus supplement, we may offer and sell shares of our common stock, $0.0001 par value per share, having an aggregate offering price of up to$200.0million from time to time through Jefferies acting as our sales agent. This prospectus supplement is being filed to increase the remaining shares of our common stock available for issuance under the sales agreement to$200.0million and supercedes that certain prospectus supplement, dated March11, 2024 (the “Prior Prospectus Supplement”), in its entirety. As of thedate of this prospectus supplement, we have sold 13,478,432shares of our common stock under the sales agreement for gross proceeds of approximately$139.7million, approximately $60.3million remains available for issuance under the Prior Prospectus Supplement, and no further shares will be soldunder the Prior Prospectus Supplement. Our common stock is listed on the Nasdaq Global Select Market under the symbol “ORIC.” On February20,2026, the last reported sale price of our common stock on the Nasdaq Global Select Market was $11.11 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be an “at themarket offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the Securities Act). Jefferies is not required tosell any specific amount of securities, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and salespractices, on mutually agreed terms between Jefferies and us. There is no arrangement for funds to be received in any escrow, trust or similararrangement. Jefferies will be entitled to compensation at a commission rate of up to 3.0% of the gross proceeds of any shares of common stock sold under the salesagreement. In connection with the sale of the common stock on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of theSecurities Act and the compensation of Jefferies will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to Jefferies with respect to certain liabilities, including liabilities under the Securities Act or the Securities ExchangeAct of 1934, as amended (the Exchange Act). See “Plan of Distribution” beginning on page S-13 for additional information regarding the compensationto be paid to Jefferies. Investing in our common stock involves risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement,page 4 of the accompanying prospectus and in the reports we file with the Securities and Exchange Commissionpursuant to the Securities Exchange Act of 1934, as amended, incorporated by reference in this prospectus supplement,before making a decision to invest in our common stock. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined ifthis prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. Jefferies The date of this prospectus supplement is February23, 2026. Table of Contents TABLE OF CONTENTS Prospectus Supplement About this prospectus supplementProspectus supplement summaryThe offeringRisk factorsSpecial note regarding forward-looking statementsUse of proceedsDilutionPlan of distributionLegal mattersExpertsWhere you can find additional informationIncorporation by reference Prospectus About this ProspectusProspectus summaryRisk factorsUse of proceedsDividend PolicyDescription of Capital stockDescription of Depositary SharesDescription of WarrantsDescription of Debt SecuritiesDescription of Purchase ContractsDescription of Subscription RightsDescription of UnitsPlan of distributionLegal mattersExpertsWhere you can find additional information Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to andupdates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. The second part is the accompanying prospectus, which gives more general information, some of which may not apply to thisoffering. Generally, when we refer to this prospectus, we are referring to both the prospectus supplement and the accompanying prospectus. In thisprospectus supplement, as permitted by law, we “incorporate by reference” information from other documents that we file with the Securities andExchange Commission (the SE