As filed with the Securities and Exchange Commission on March 11, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

__________________

Mural Oncology plc

(Exact Name of Registrant as Specified in Its Charter)

__________________

Mural Oncology plc 2023 Stock Option and Incentive Plan

Mural Oncology plc 2023 Employee Stock Purchase Plan

(Full Title of the Plans)

Caroline Loew, Ph.D.

Chief Executive Officer

Mural Oncology plc

852 Winter Street

Waltham, MA 02451

(Name and Address of Agent For Service)

(781) 614-0100

(Telephone Number, Including Area Code, of Agent for Service)

__________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8, relating to the Mural Oncology plc 2023 Stock Option and Incentive Plan and the Mural Oncology plc 2023 Employee Stock Purchase Plan (collectively, the “Plans”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-275501, filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2023 by Mural Oncology plc, relating to the Plans, except to the extent amended or superseded by the contents hereof.

Item 8. Exhibits

The following exhibits are incorporated herein by reference:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 11th day of March, 2025.

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Mural Oncology plc, hereby severally constitute and appoint Caroline Loew, Ph.D., Adam Cutler and Maiken Keson-Brookes, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 filed herewith and any and all amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Mural Oncology plc to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.