Abstract Recent advancements in HER2-targeted therapies for HER2+ BC have revolutionized patient outcome. Yet, intrinsic and acquired resistance, especially in the advanced setting remains a clinical challenge. In the era of precision oncology, better understanding of these mechanisms of resistance is key to identifying new strategies to overcome resistance and for developing personalized treatment approaches. Our recent studies suggest that a subset of HER2+ BCs, associated with high and homogeneous levels of HER2 gene amplification, protein, and activity, are addicted to HER2 and may therefore benefit from chemotherapy-sparing HER2-targeted regimens. However, even in such tumors, constitutive activation of the PI3K/AKT pathway due to deregulations in the downstream PI3K pathway can lead to resistance. In all HER2+ BCs, failure to achieve a comprehensive blockade of the HER receptor layer is one of the major mechanisms of resistance due to the functional redundancy of the HER receptors and compensatory signaling within the pathway. But, in some cases, effective inhibition of HER receptors might be challenged by molecular masking of the receptors (e.g., MUC4) or by epi/genetic or post-translational alterations in the receptors itself (e.g., HER2 L755S, p95HER2). Indeed, we recently reported that acquisition of HER2 L755S, either alone or together with PIK3CA mutation, and hyperactive EGFR signaling due to acquired EGFR amplification or excess HER ligands are associated with resistance to HER2-targeted therapy, especially tyrosine kinase inhibitors. Likewise, clinically, HER mutations have been reported to be further enriched in the metastatic vs. primary HER2+ tumors. When HER2 does remain sustainably inhibited by HER2-targeted agents, resistance may arise due to the emergence of alternative signaling pathways transmitting compensatory proliferative and survival signals, such as ER, receptor tyrosine kinases, or downstream/intracellular signaling. Further, the emergence of metabolic pathways as alternative pathways of resistance have also been documented. We recently reported the activation of the cholesterol biosynthetic mevalonate (MVA) pathway as an escape mechanism that provides alternative signals through the YAP/TAZ-mTORC1-survivin axis to evade HER2 blockade. This resistance could be overcome using MVA pathway inhibitors (e.g., statins). Additionally, activation of the cell cycle regulatory complex cyclin D1/CDK4 has been shown to be associated with HER2-targeted therapy resistance, which could be exploited as a potential therapeutic vulnerability by using CDK4/6 inhibitors. Finally, response to HER2-targeted therapy could potentially be also modulated by the tumor microenvironment itself, including components of the host immune system and extracellular matrix. Together, a better understanding of the underlying mechanisms of resistance in the context of tumor and host biology, and treatment setup is fundamental to develop new treatment strategies and to guide patient stratification for personalized treatments and improved patient outcomes. Citation Format: Jamunarani Veeraraghavan, Fu-Tien Liao, Lanfang Qin, Tia Gordon, Alekya Raghavan, Caroline Sabotta, Rachel Kaplan, Carolina Gutierrez, C. Kent Osborne, Mothaffar F. Rimawi, Rachel Schiff. Mechanisms of Resistance to HER2-Targeted Therapies in HER2-positive Breast Cancer [abstract]. In: Proceedings of the AACR Special Conference in Cancer Research: Advances in Breast Cancer Research; 2023 Oct 19-22; San Diego, California. Philadelphia (PA): AACR; Cancer Res 2024;84(3 Suppl_1):Abstract nr IA21.