You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited financial statements and related notes included elsewhere in this quarterly report on Form 10-Q and our audited financial statements and notes thereto as of and for the year ended December 31, 2025 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 23, 2026. This discussion contains forward-looking statements that involve risks and uncertainties, including those described in the section titled “Special Note Regarding Forward-Looking Statements.” Our actual results and the timing of selected events could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those set forth under the section titled “Risk Factors” included elsewhere in this report. Overview ORIC Pharmaceuticals is a clinical-stage biopharmaceutical company dedicated to improving patients’ lives by Overcoming Resistance In Cancer. Our fully integrated research and development team is advancing a diverse pipeline of innovative clinical therapies designed to counter resistance mechanisms in cancer by leveraging our expertise within three specific areas: hormone-dependent cancers, precision oncology and key tumor dependencies. Our clinical stage product candidates include: •Rinzimetostat, an allosteric inhibitor of the PRC2 via the embryonic ectoderm development (EED) subunit, for which we licensed development and commercialization rights from Mirati under the Mirati License Agreement. We filed and cleared an Investigational New Drug application (IND) with the Food and Drug Administration (FDA) for rinzimetostat in the fourth quarter of 2021. We completed a Phase 1b trial of rinzimetostat as a single-agent, in patients with advanced prostate cancer and reported initial Phase 1b data from this trial in January 2024, demonstrating potential best-in-class drug properties, including an approximate 20-hour clinical half-life, robust target engagement and a favorable safety profile. In the first half of 2024, we initiated dosing of rinzimetostat in combination with apalutamide as well as in combination with darolutamide, as part of the ongoing Phase 1b trial in patients with metastatic castration resistant prostate cancer (mCRPC). We also announced that we entered into clinical trial collaboration and supply agreements with Johnson & Johnson and Bayer, to evaluate rinzimetostat in combination with Erleada® (apalutamide), Johnson & Johnson’s AR inhibitor, and Nubeqa® (darolutamide), Bayer’s AR inhibitor. In November 2025, we announced the completion of the dose exploration portion of the Phase 1b trial and the selection of provisional recommended Phase 2 doses (RP2Ds) of rinzimetostat to be tested in combination with the approved doses of darolutamide and apalutamide in the dose optimization portion of the Phase 1b trial: 400 mg and 600 mg QD of rinzimetostat in combination with 600 mg BID of darolutamide; and 600 mg, 800 mg and 1,200 mg QD of rinzimetostat in combination with 240 mg QD of apalutamide. Also, in November 2025, we reported Phase 1b dose exploration data in 20 patients with mCRPC, who were treated with rinzimetostat in combination with 240 mg QD of apalutamide or with 600 mg BID of darolutamide. As of the November 2025 data presentation cutoff date, rinzimetostat demonstrated PSA responses and circulating tumor DNA (ctDNA) reductions across all rinzimetostat dose levels and at comparable rates in combination with apalutamide or with darolutamide. Both combination regimens demonstrated a safety profile compatible with long-term dosing, with the vast majority of treatment-related adverse events (TRAEs) Grade 1 or 2 in severity and consistent with PRC2 and AR inhibition. As of the November 2025 data presentation cutoff date, only one patient experienced a Grade 3 TRAE, and there were no Grade 4 or Grade 5 AEs attributed to rinzimetostat, apalutamide or darolutamide. In March 2026, we reported Phase 1b dose optimization data in mCRPC patients previously treated with abiraterone and the selection of 400 mg QD rinzimetostat in combination with darolutamide as the recommended Phase 3 dose (RP3D). As of the March 2026 data presentation cutoff dates, at a median follow-up of approximately 5 months, landmark 5-month radiographic progression-free survival (rPFS) of 84% was consistent with a competitor PRC2 inhibitor benchmark, and better than the benchmarks for standard of care therapies in post-androgen receptor pathway inhibitor (ARPI) mCRPC. Importantly, the data demonstrated a highly differentiated, potential best-in-disease safety profile, with significantly lower frequency and severity of adverse events, nearly all Grade 1 or 2, and fewer treatment modifications than competitor regimens. In July 2026, we announced that we initiated our first global Phase 3 registrational trial for rinzimetostat in combination with darolutamide, named Himalayas-1, in post-abiraterone mCRPC patients. We also announced that we entered into a clinical trial collaboration and supply agreement with Bayer to provide darolutamide at no cost for use in the Himalayas-1 trial. •Enozertinib, a brain-penetrant, orally bioavailable, irreversible inhibitor targeting EGFR exon 20 insertion and EGFR atypical mutations, for which we licensed development and commercialization rights from Voronoi under the Voronoi 12 License Agreement. In the fourth quarter of 2021, we filed a Clinical Trial Application (CTA) in South Korea for enozertinib, which was cleared in the first quarter of 2022. We also filed and cleared an IND with the FDA for enozertinib in the third quarter of 2022. Enozertinib is being evaluated in Phase 1b trials in EGFR exon 20 insertion and P-loop and alpha C-helix compressing (PACC) mutated non-small cell lung cancer (NSCLC), which allow enrollment of patients with CNS metastases that are either treated or untreated but asymptomatic. We reported initial Phase 1b data with enozertinib as a monotherapy in patients with EGFR exon 20 insertion mutations at the European Society for Medical Oncology (ESMO) Congress in October 2023, which demonstrated both systemic and intracranial activity across multiple dose levels in a heavily pre-treated patient population. In April 2024, we announced the selection of two provisional RP2Ds of enozertinib at 80 mg and 120 mg QD. In December 2025, we reported additional Phase 1b data at the 2025 ESMO Asia Congress in treatment-naïve and in previously treated NSCLC patients with EGFR exon 20 insertion and EGFR atypical mutations. EGFR atypical mutations are a heterogeneous group of non-classical mutations, with PACC mutations comprising the largest subset. Enozertinib achieved highly competitive systemic response rates as well as profound antitumor activity in the CNS in EGFR exon 20 insertion and EGFR PACC patients. Enozertinib also demonstrated a well-tolerated safety profile in EGFR exon 20 insertion and EGFR atypical patients, with no significant off-target toxicity and manageable on-target toxicity, resulting in low rate of discontinuations. Based on these data, 80 mg QD oral enozertinib has been selected as the monotherapy dose for potential Phase 3 development. In January 2025, we announced that we entered into a clinical trial and supply agreement with Johnson & Johnson to evaluate enozertinib in combination with amivantamab and hyaluronidase-lpuj subcutaneous injection (SC amivantamab) for the first line treatment of patients with advanced NSCLC with EGFR exon 20 insertion mutations, and we initiated a Phase 1b trial in the first quarter of 2025. Dosing and follow-up continues in NSCLC patients with exon 20 insertion mutations, including as a monotherapy, in combination with SC amivantamab and in combination with chemotherapy, as well as in NSCLC patients with EGFR PACC mutations as a monotherapy. We expect to report data in the second half of 2026 in 1L NSCLC patients with EGFR exon 20 insertion mutations as a monotherapy and in combination with SC amivantamab, as well as in 1L NSCLC patients with EGFR atypical mutations as a monotherapy. Beyond these clinical stage product candidates, we have historically engaged in the research and development of multiple discovery stage precision medicines targeting other hallmark cancer resistance mechanisms. On August 12, 2025, we announced a strategic pipeline prioritization to focus operational and financial resources on the continued advancement of our two lead clinical programs, rinzimetostat and enozertinib. This initiative resulted in a substantial decrease in preclinical research, primarily from the elimination of our discovery research group. We have incurred significant losses since the commencement of our operations. Our net loss for the six months ended June 30, 2026, was $77.3 million and we had an accumulated deficit of $769.5 million as of June 30, 2026. Our losses and accumulated deficit have resulted primarily from costs incurred in connection with research and development activities including in-licensing and to a lesser extent from general and administrative costs associated with our operations. We expect to incur significant losses for the foreseeable future, and we anticipate these losses will increase significantly as we continue our development of rinzimetostat and enozertinib and any future product candidates through preclinical development and into clinical trials as we seek regulatory approval for these product candidates. Our net losses may fluctuate significantly from period to period, depending on the timing of and expenditures on our planned research and development activities. Components of Operating Results Research and Development Expenses Research and development expenses account for a significant portion of our operating expenses and consist primarily of external and internal costs incurred in connection with the discovery and development of our product candidates. External expenses include: •payments to third parties in connection with the clinical development of our product candidates, including contract research organizations (CROs) and consultants; •the cost of manufacturing products for use in our preclinical studies and clinical trials, including payments to contract manufacturing organizations (CMOs) and consultants; •payments to third parties in connection with the preclinical development of our product candidates, including outsourced professional scientific development services, consulting research fees and sponsored research arrangements with third parties; 13 •laboratory supplies; and •allocated facilities, depreciation and other expenses, which include direct or allocated expenses for IT, rent and maintenance of facilities. We may also incur in-process research and development expense as we acquire or in-license assets from other parties. Technology acquisitions are expensed or capitalized based upon the asset achieving technological feasibility in accordance with management’s assessment regarding the ultimate recoverability of the amounts paid and the potential for alternative future use. Acquired in-process research and development costs that have no alternative future use are immediately expensed. Internal expenses include employee-related costs such as salaries, related benefits and non-cash stock-based compensation expense for employees engaged in research and development functions. We expense research and development costs in the periods in which they are incurred. External expenses are recognized based on an evaluation of the progress to completion of specific tasks using information provided to us by our service providers or our estimate of the level of service that has been performed at each reporting date. We track external costs by program, clinical or preclinical. We do not track internal costs by program because these costs are deployed across multiple programs and, as such, are not separately classified. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages, primarily due to the increased size and duration of later-stage clinical trials. As a result, we expect that our research and development expenses will increase substantially in the foreseeable future as we continue to invest in research and development activities related to developing our product candidates, including investments in manufacturing, advance our programs into later stages of development, conduct additional clinical trials, maintain, expand, protect and enforce our intellectual property portfolio, and hire additional personnel. The successful development of our product candidates is highly uncertain, and we do not believe it is possible at this time to accurately project the nature, timing and estimated costs of the efforts necessary to complete the development of, and obtain regulatory approval for, any of our product candidates. To the extent our product candidates continue to advance into clinical trials, as well as advance into larger and later-stage clinical trials, our expenses will increase substantially and may become more variable. We are also unable to predict when, if ever, we will generate revenue from our product candidates to offset these expenses. Our expenditures on current and future preclinical and clinical development programs are subject to numerous uncertainties in timing and cost to completion. The duration, costs and timing of preclinical studies and clinical trials and development of our product candidates will depend on a variety of factors, including: •the timing and progress of preclinical and clinical development activities; •the number and scope of preclinical and clinical programs we decide to pursue; •our ability to maintain our current research and development programs and to establish new ones; •establishing an appropriate safety profile with IND-enabling toxicology studies; •successful patient enrollment in, and the initiation and completion of, clinical trials; •the successful completion of clinical trials with safety, tolerability and efficacy profiles that are satisfactory to the FDA or any comparable foreign regulatory authority; •the receipt of regulatory approvals from applicable regulatory authorities; •the timing, receipt and terms of any marketing approvals from applicable regulatory authorities; •our ability to establish licensing or collaboration arrangements; •the performance of our future collaborators, if any; •obtaining and retaining research and development personnel; •establishing commercial manufacturing capabilities or making arrangements with third-party manufacturers; •development and timely delivery of commercial-grade product formulations that can be used in our planned clinical trials and for commercial launch; •obtaining, maintaining, defending and enforcing patent claims and other intellectual property rights; 14 •launching commercial sales of our product candidates, if approved, whether alone or in collaboration with others; and •maintaining a continued acceptable safety profile of our products following approval. Any changes in the outcome of any of these factors could significantly impact the costs, timing and viability associated with the development of our product candidates. On August 12, 2025, we announced a strategic pipeline prioritization to focus operational and financial resources on the continued advancement of our two lead clinical programs, rinzimetostat and enozertinib. This initiative resulted in a substantial decrease in preclinical research, primarily from the elimination of our discovery research group. This resulted in an approximately 20% workforce reduction and we have incurred a one-time cost of approximately $1.9 million primarily related to termination benefits, including severance and healthcare-related benefits. The workforce reduction was completed in the fourth quarter of 2025. General and Administrative Expenses General and administrative expenses consist primarily of salaries, related benefits and stock-based compensation expense for personnel in executive, finance and administrative functions. General and administrative expenses also include allocated facilities, depreciation and other expenses, which include direct or allocated expenses for rent and maintenance of facilities and insurance, not otherwise included in research and development expenses, as well as professional fees for legal, patent, consulting, investor and public relations, accounting and audit services. We expect that our general and administrative expenses will increase substantially in the foreseeable future as we increase our headcount to support the continued research and development of our programs and the growth of our business. Other Income, Net Other income, net primarily consists of interest income generated from our interest-bearing money market accounts and investments. Results of Operations Comparison of the Three and Six Months Ended June 30, 2026 and 2025 The following table summarizes our results of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change 2026 2025 Change Operating expenses: Research and development $ 36,296 $ 30,549 $ 5,747 $ 67,733 $ 55,189 $ 12,544 General and administrative 9,000 8,515 485 17,182 16,593 589 Total operating expenses 45,296 39,064 6,232 84,915 71,782 13,133 Loss from operations (45,296 ) (39,064 ) (6,232 ) (84,915 ) (71,782 ) (13,133 ) Other income, net 3,804 2,709 1,095 7,656 5,406 2,250 Net loss $ (41,492 ) $ (36,355 ) $ (5,137 ) $ (77,259 ) $ (66,376 ) $ (10,883 ) Research and Development Expenses Research and development expenses were $36.3 million for the three months ended June 30, 2026, compared to $30.5 million for the same period in 2025, an increase of $5.7 million. The increase was driven by an increase in external expenses related to the advancement of rinzimetostat, offset primarily by lower enozertinib costs due to timing of manufacturing and clinical costs. For the six months ended June 30, 2026, research and development expenses were $67.7 million, compared to $55.2 million for the same period in 2025, an increase of $12.5 million. The increase was primarily driven by an increase in external expenses related to the advancement of rinzimetostat, offset by lower enozertinib costs due to timing of manufacturing and clinical costs as well as lower preclinical costs. 15 The following table summarizes our external and internal costs for the three and six months ended June 30, 2026 and 2025 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change 2026 2025 Change External costs: rinzimetostat $ 15,993 $ 7,346 $ 8,647 $ 28,051 $ 12,055 $ 15,996 enozertinib 6,215 9,129 (2,914 ) 12,585 15,173 (2,588 ) Preclinical, other unallocated and discontinued costs 3,564 4,079 (515 ) 6,742 8,198 (1,456 ) Total external costs 25,772 20,554 5,218 47,378 35,426 11,952 Internal costs 10,524 9,995 529 20,355 19,763 592 Total research and development expenses $ 36,296 $ 30,549 $ 5,747 $ 67,733 $ 55,189 $ 12,544 General and Administrative Expenses General and administrative expenses were $9.0 million for the three months ended June 30, 2026, compared to $8.5 million for the same period in 2025, an increase of $0.5 million. The increase was primarily due to higher professional services. For the six months ended June 30, 2026, general and administrative expenses were $17.2 million, compared to $16.6 million, an increase of $0.6 million. The increase was primarily due to higher personnel costs and professional services. Liquidity and Capital Resources Sources of Liquidity We previously entered into an ATM sales agreement with Jefferies LLC as our sales agent, to sell shares of our common stock. On February 23, 2026, pursuant to the terms of the ATM sales agreement, we filed a prospectus supplement to our Form S-3ASR filed on March 11, 2024, to allow us to sell from time to time up to $200.0 million of shares of our common stock in negotiated transactions or transactions deemed to be an ATM offering. There were no proceeds raised in ATM offerings during the three months ended June 30, 2026. During the six months ended June 30, 2026, we raised net proceeds in ATM offerings, including participation from healthcare specialist funds, of approximately $59.9 million through the sale of 4,698,400 shares at a weighted average purchase price of $12.96. During the three and six months ended June 30, 2025, we raised net proceeds in ATM offerings, including participation from healthcare specialist funds, of approximately $8.9 million through the sale of 850,000 shares at a weighted average purchase price of $10.50. On May 23, 2025, we entered into a securities purchase agreement with a select group of institutional and accredited healthcare specialist investors for the private placement of 14,130,313 shares of common stock at a price of $6.50 per share and pre-funded warrants to purchase 5,100,532 shares of common stock at a purchase price of $6.4999 per pre-funded warrant, resulting in gross proceeds of $125.0 million. The private placement closed on May 29, 2025. Future Funding Requirements To date, we have not generated any revenue. We do not expect to generate any meaningful revenue unless and until we obtain regulatory approval of and commercialize any of our product candidates, and we do not know when, or if at all, that will occur. We will continue to require substantial additional capital to develop our product candidates and fund operations for the foreseeable future. Moreover, we expect our expenses to increase in connection with our ongoing activities, particularly as we continue the development of and seek regulatory approvals for our product candidates. Further, we are subject to all the risks incident in the development of new pharmaceutical products, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may harm our business. Our expenses will increase if, and as, we: •advance our product candidates through preclinical and clinical development; •seek regulatory approvals for any product candidates that successfully complete clinical trials; •seek to develop additional product candidates; •establish a sales, marketing, medical affairs and distribution infrastructure to commercialize any product candidates for which we may obtain marketing approval and intend to commercialize on our own or jointly; •expand our operational, financial and management systems and increase personnel, including personnel to support our development, manufacturing and commercialization efforts and our operations as a public company; 16 •maintain, expand, protect and enforce our intellectual property portfolio; and •acquire or in-license other product candidates and technologies. We expect our current cash, cash equivalents and investments will be sufficient to fund our current operating plan into the second half of 2028. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. In order to complete the development of our product candidates and to build the sales, marketing and distribution infrastructure that we believe will be necessary to commercialize our product candidates, if approved, we will require substantial additional funding. Until we can generate a sufficient amount of revenue from the commercialization of our product candidates, we may seek to raise any necessary additional capital through the sale of equity, debt financings or other capital sources, which could include income from collaborations, strategic partnerships or marketing, distribution or licensing arrangements with third parties or from grants. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, including restricting our operations and limiting our ability to incur liens, issue additional debt, pay dividends, repurchase our common stock, make certain investments or engage in merger, consolidation, licensing or asset sale transactions. If we raise funds through collaborations, strategic partnerships and other similar arrangements with third parties, we may be required to grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. We may be unable to raise additional funds or to enter into such agreements or arrangements on favorable terms, or at all. If we are unable to raise additional funds when needed, we may be required to delay, reduce or eliminate our product development or future commercialization efforts. We have based our projections of operating capital requirements on our current operating plan, which is based on several assumptions that may prove to be incorrect and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to estimate the exact amount and timing of our working capital requirements. Our future funding requirements will depend on many factors, including: •the scope, progress, results and costs of researching and developing our product candidates, and conducting preclinical studies and clinical trials; •the costs, timing and outcome of regulatory review of our product candidates; •the costs of future activities, including product sales, medical affairs, marketing, manufacturing and distribution, for any of our product candidates for which we receive marketing approval; •the costs of manufacturing commercial-grade products and sufficient inventory to support commercial launch; •the revenue, if any, received from commercial sale of our products, should any of our product candidates receive marketing approval; •the cost and timing of hiring new employees to support our continued growth; •the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims; •the ability to establish and maintain collaborations on favorable terms, if at all; •the extent to which we acquire or in-license other product candidates and technologies; and •the timing, receipt and amount of sales of, or milestone payments related to or royalties on, our current or future product candidates, if any. A change in the outcome of any of these or other factors with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate. Furthermore, our operating plan may change in the future, and we may need additional funds to meet operational needs and capital requirements associated with such operating plan. 17 Cash Flows The following table summarizes the sources and uses of our cash (in thousands): Six Months Ended June 30, 2026 2025 Net cash used in operating activities $ (64,043 ) $ (63,375 ) Net cash used in investing activities (6,111 ) (54,480 ) Net cash provided by financing activities 61,968 134,313 Net (decrease) increase in cash, cash equivalents and restricted cash $ (8,186 ) $ 16,458 Operating Activities Net cash used in operating activities during the six months ended June 30, 2026, of $64.0 million was attributable to our net loss of $77.3 million and $1.8 million in changes to working capital, offset by non-cash expenses of $15.0 million, which were primarily driven by stock-based compensation. Net cash used in operating activities during the six months ended June 30, 2025, of $63.4 million was attributable to our net loss of $66.4 million and $9.3 million in changes to working capital, offset by non-cash expenses of $12.3 million, which were primarily driven by stock-based compensation offset by accretion of discount on investments. Investing Activities Net cash used in investing activities during the six months ended June 30, 2026, of $6.1 million was primarily attributable to purchases of investments, net of maturities. Net cash used in investing activities during the six months ended June 30, 2025, of $54.5 million was primarily attributable to purchases of investments, net of maturities. Financing Activities Net cash provided by financing activities during the six months ended June 30, 2026, of $62.0 million was attributable to net proceeds received from our ATM offerings and proceeds received from stock option exercises and common stock issued under our ESPP. Net cash provided by financing activities during the six months ended June 30, 2025, of $134.3 million was attributable to net proceeds received from our private placement in May 2025, the ATM offering in June 2025 and proceeds received from common stock issued under our ESPP and stock option exercises. Critical Accounting Policies and Significant Judgments and Estimates Our management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (US GAAP). The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, expenses, and the disclosure of contingent assets and liabilities in our financial statements and accompanying notes. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses. Actual results may differ materially from these estimates under different assumptions or conditions. There have been no significant changes in our critical accounting policies as discussed in our Annual Report on Form 10-K for the year ended December 31, 2025. Transition from Emerging Growth Company Status and Smaller Reporting Company Status On December 31, 2025, we ceased to be an “emerging growth company” (EGC), as defined in the Jumpstart Our Business Startups Act of 2012, due to the occurrence of the fifth anniversary of our initial public offering. Accordingly, we may no longer take advantage of EGC-related reduced reporting requirements that are otherwise applicable to public companies. EGC status also exempted us from having to provide an auditor attestation of internal control over financial reporting under Sarbanes-Oxley Act Section 404(b). On December 31, 2025, we also ceased to be a “smaller reporting company” as defined in the Exchange Act because the market value of our stock held by non-affiliates exceeded $700 million as of June 30, 2025. Beginning with our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, we are no longer permitted to take advantage of the reduced reporting requirements applicable to smaller reporting companies, but will remain a non-accelerated filer through 2026. Due to the loss of smaller reporting company status, we expect our public company compliance costs to increase. 18