Trastuzumab-emtansine (T-DM1) is an antibody-drug conjugate (ADC) that efficiently delivers a potent microtubule inhibitor into HER2 overexpressing tumor cells. However, resistance to T-DM1 is emerging as a significant clinical problem. Continuous in vitro treatment of HER2-transformed mammary epithelial cells with T-DM1 did not elicit spontaneously resistant cells. However, induction of epithelial-mesenchymal transition (EMT) via pretreatment with TGF-β1 facilitated acquisition of T-DM1 resistance. Flow cytometric analyses indicated that induction of EMT decreased trastuzumab binding, prior to overt loss of HER2 expression. Kinome analyses of T-DM1 resistant cells indicated increased phosphorylation of ErbB1, ErbB4, and fibroblast blast growth factor receptor 1 (FGFR1). T-DM1 resistant cells failed to respond to the ErbB kinase inhibitors lapatinib and afatinib, but they acquired sensitivity to FIIN4, a covalent FGFR kinase inhibitor. In vivo, T-DM1 treatment led to robust regression of HER2-transformed tumors, but minimal residual disease (MRD) was still detectable via bioluminescent imaging. Upon cessation of the ADC relapse occurred and secondary tumors were resistant to additional rounds of T-DM1, but this recurrent tumor growth could be inhibited by FIIN4. Expression of FGFR1 was upregulated in T-DM1 resistant tumors, and ectopic overexpression of FGFR1 was sufficient to enhance tumor growth, diminish trastuzumab binding, and promote recurrence following T-DM1-induced MRD. Finally, patient-derived xenografts from a HER2 + breast cancer patient who had progressed on trastuzumab failed to respond to T-DM1, but tumor growth was significantly inhibited by FIIN4. Overall, our studies strongly support therapeutic combination of TDM1 and FGFR targeted agents in HER2 + breast cancer.Suppl. Fig. S1. HER2 expression is diminished upon acquisition of resistantance to TDM1. A, Ex-vivo subculture of HME2 tumors that recurred after T-DM1-induced minimal residual disease as shown in Figure 1. These cells failed to thrive in culture. B, HME2 parental cells and their in vitro-derived T-DM1 resistant (TDM1R) counterparts were fixed, permeabilized and stained for HER2. These cells were counter stained with DAPI to visualize the nucleus. C, HME2 parental cells (Par), those treated and recovered from TGF-b1 (Post-TGF-b), those treated and recovered from TGF-b1 and subsequently selected for by continuous treatment with T-DM1 (TDM1R Invitro), and primary culture from P3 HME2 tumors selected for resistance to T-DM1, as described in Figure 7a of the main text (TDM1R In-vivo), were assayed by immunoblot for expression of HER2 and b-tubulin (b-Tub) served as a loading control. Fig. S2. Enhanced FGFR expression upon acquisition of resistance to TDM1. A, Expression levels of FGFR1-4 in the NCI-N87 cells selected for resistant to TDM1. Data are extracted from a single RNA sequencing experiment and are normalized to the untreated control cells. B, Expression levels of FGFR1-4 in four different TDM1 resistant BT474 clones (C1-3 and C6). D...