ORKA (NASDAQ: ORKA) Form 144 shows 3,553,410-share conversion notice

Rhea-AI Filing Summary

ORKA notice of proposed sale: 3,553,410 shares of Common Stock are tied to the conversion of Series B Non-Voting Convertible Preferred Stock, dated 07/01/2026. The filing lists Goldman Sachs & Co. LLC as the broker/dealer associated with the transaction.

Insights

Capital Markets Counsel

Form 144 records a conversion-linked proposed sale of common shares by an affiliate.

The filing documents a conversion of Series B Non-Voting Convertible Preferred Stock into Common Stock, producing 3,553,410 shares dated 07/01/2026. The entry names Goldman Sachs & Co. LLC as the broker-dealer.

Timing and sale mechanics are limited to the notice; the filing signals a proposed disposition under resale reporting procedures. Subsequent transaction specifics and cash‑flow treatment will be disclosed in follow-up resale reports or broker confirmations.

Key Figures

Shares tied to conversion: 3,553,410 shares Conversion date: 07/01/2026

2 metrics

Shares tied to conversion 3,553,410 shares Conversion of Series B Non-Voting Convertible Preferred Stock into Common Stock on <date>07/01/2026</date>

Conversion date 07/01/2026 Date listed for the conversion and securities entry

Key Terms

Series B Non-Voting Convertible Preferred Stock, Form 144, Conversion

3 terms

Series B Non-Voting Convertible Preferred Stock financial

"Conversion of Series B Non-Voting Convertible Preferred Stock into Common Stock"

A Series B non-voting convertible preferred stock is a class of company shares that gives holders financial priority—such as fixed dividends and first claim on assets if the company is sold—while not granting voting rights. It can be converted into regular common shares under set conditions, which matters to investors because conversion can increase upside participation but also dilute existing owners; the preference reduces downside risk like a safety buffer.

Form 144 regulatory

"144: Securities To Be Sold"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

Conversion financial

"Conversion of Series B Non-Voting Convertible Preferred Stock into Common Stock"

Conversion is the exchange of one type of financial instrument for another, most commonly turning convertible bonds or preferred shares into common stock. It matters to investors because conversion changes the number of outstanding shares and ownership stakes—like trading a coupon for a slice of a company—potentially reducing each existing owner's portion, affecting per-share earnings, voting power and the market value of the stock.

FAQ

What does the ORKA Form 144 state about the conversion?

The Form 144 states a conversion of Series B Non-Voting Convertible Preferred Stock into Common Stock producing 3,553,410 shares, dated 07/01/2026. It is a notice of a proposed resale tied to that conversion.

Who is the broker/dealer listed on the ORKA filing?

The filing lists Goldman Sachs & Co. LLC at 200 West Street, New York, in connection with the proposed sale. The brochure lists the broker-dealer without disclosing execution details.

Does the Form 144 indicate proceeds go to ORKA or selling holders?

The excerpt does not state proceeds allocation. The notice ties the shares to a conversion; cash‑flow treatment or recipient is not specified in the provided excerpt.

When is the conversion dated in the filing for ORKA (ORKA)?

The conversion and related securities entry are dated 07/01/2026 in the filing, associated with the 3,553,410 shares of Common Stock.

Does the Form 144 show how the shares will be sold?

The provided excerpt lists the securities and broker but does not specify the methods of sale or timing. Sale mechanics are not detailed in the excerpt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/01/2026 - 09:31 PM Accepted by SEC EDGAR 07/01/2026 - 09:31 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001802528
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Oruka Therapeutics, Inc.
SEC File Number	000-22873
Address of Issuer	855 Oak Grove Avenue Suite 100 Menlo Park CALIFORNIA 94025
Phone	650-606-7910
Name of Person for Whose Account the Securities are To Be Sold	Fairmount Healthcare Fund II L.P.
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director, 10% Stockholder

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	3553410	300014406.00	60312101	07/01/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/01/2026	Conversion of Series B Non-Voting Convertible Preferred Stock	Issuer			3553410	07/01/2026	Conversion of Series B Non-Voting Convertible Preferred Stock into Common Stock

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Peter Harwin is also a director of the Issuer.
Date of Notice	07/01/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Tomas Kiselak for Fairmount Funds Management LLC
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)