Abstract BACKGROUND Several investigational oral selective estrogen receptor antagonists and degraders (SERDs) are under investigation. These were partly developed to benefit patients (pts) with breast cancer (BC) who acquired resistance to standard-of-care (SoC) endocrine therapies (ET); e.g., through gain of ESR1 mutations that enable estrogen-independent ER activity. One such SERD, giredestrant (G), demonstrates activity in pts with ESR1-wild type (WT) or -mutant (m) tumors, and in pts who progressed on other ETs. Results from Phase I/III trials in ER-positive, HER2-negative, locally advanced/metastatic BC (ER+, HER2– LA/mBC) showed that next-generation SERDs had increased activity in ESR1m tumors vs SoC ETs. However, enthusiasm was hindered by heterogeneous responses, driven in part by study design differences. Across acelERA BC (NCT04576455), EMERALD (NCT03778931), SERENA-2 (NCT04214288), and AMEERA-3 (NCT04059484), 30–50% of pts progressed rapidly (< 2 months) when treated with SoC ETs or next-generation SERDs, while others benefited for ≥ 1 year. We present an exploratory biomarker analysis aimed at understanding the mechanistic basis for heterogeneous responses to SERDs in ER+, HER2– LA/mBC, by assessing a Phase Ia/b G cohort (NCT03332797) with paired baseline and on-treatment (tx) biopsies. METHODS Pts had ≤ 2 prior therapies for LA/mBC; disease recurrence/progression while on adjuvant ET for ≥ 24 months and/or ET for ER+, HER2– LA/mBC; and tumor response/stable disease for ≥ 6 months. Single-agent dose-escalation stage: 10, 30, 90, or 250 mg G once daily (QD) on Days (D) 1–28 of 28-D cycles (C). Dose-expansion stage: 30, 100, or 250 mg G QD. 100 mg G + 125 mg palbociclib on a 21-D on/7-D off schedule was also explored. Pre-/perimenopausal pts received LHRH agonists. Paired pre- and on-tx (C2D8) tumor biopsies (n = 29) were immunolabeled for ER, progesterone receptor, and Ki67, and assessed via bulk RNA-sequencing. Pre-tx liquid biopsies (n = 85) were evaluated by FoundationOne Liquid CDx assay. To validate our clinical observations, we generated a SERD-resistant MCF7 cell line and tested its sensitivity to other therapies. RESULTS We compared fast-progressing pts (FP; progression-free survival [PFS] < 2 months) with those experiencing long-term benefit (LTB; PFS > 12 months). LTB was significantly associated with high tumor baseline ER pathway activity. Although the benefit of G was of larger magnitude among pts with ESR1m tumors compared with SoC ET in acelERA BC, here pts with predominantly ESR1WT tumors received LTB on G tx. At the molecular level, G acted on LTB tumors by suppressing cell cycle- and ER-associated genes. In contrast, G had no effect on the transcriptome of FP tumors, which had lower baseline ER activity than LTB tumors. FP tumors were instead enriched for multiple cancer-associated pathways, e.g., RAS/MAPK and PI3K, which may drive resistance to G and thus enable fast progression. By liquid biopsy, most FP pts (> 90%) did not harbor a mutation in the associated pathway (e.g., NF1, KRAS), and thus could not be identified by genomic profiling alone. FP tumors were instead enriched for multiple cancer-associated pathways by gene expression. We explored these mechanisms further in the SERD-resistant cell line, which was similarly enriched for EGFR and MAPK activation vs standard MCF7 cells. Although cells became resistant to ER-targeted drugs, they acquired sensitivity to EGFR/MAPK inhibitors e.g., gefitinib, cobimetinib. CONCLUSIONS We identified molecular features associated with LTB to G and revealed a set of oncogenic pathways associated with FP pts on tx; demonstrating that these pathways represent acquired dependencies and potential therapeutic targets for SERD-resistant tumors and FP pts. Citation Format: Jackson Liang, Christy Ong, Jennifer Giltnane, Junko Aimi, Ching-Wei Chang, Mary Gates, Jennifer Eng-Wong, Pablo Perez-Moreno, Komal Jhaveri, Elgene Lim, Nicholas Turner, Heather Moore. Key drivers of therapeutic response and resistance to giredestrant from GO39932: a Phase Ia/b study in patients with estrogen receptor-positive, HER2-negative, locally advanced or metastatic breast cancer [abstract]. In: Proceedings of the 2023 San Antonio Breast Cancer Symposium; 2023 Dec 5-9; San Antonio, TX. Philadelphia (PA): AACR; Cancer Res 2024;84(9 Suppl):Abstract nr PS17-01.