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  4. [8-K] Oruka Therapeutics, Inc. Reports Material Event

Oruka Therapeutics (ORKA) gives new CCO $525K and equity grants

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Oruka Therapeutics, Inc. (ORKA) appointed Todd Edwards as Chief Commercial Officer, effective August 24, 2026, under a July 22, 2026 letter agreement. Edwards is a veteran commercial leader from Arcutis Biotherapeutics, Incyte, UCB, AbbVie and TAP, with extensive experience in dermatology and immunology franchises.

His compensation includes a $525,000 annualized base salary, a discretionary annual bonus targeted at 40% of base salary, a stock option for 20,000 shares and 100,000 RSUs, plus a $200,000 signing bonus. If terminated without cause or he resigns for good reason, he is eligible for 12 months of salary and up to 12 months of company-paid health coverage, with enhanced cash and full equity acceleration upon qualifying terminations around a change in control.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Annualized base salary $525,000 Base salary for Todd Edwards as Chief Commercial Officer
Target bonus percentage 40% of annual base salary Discretionary annual bonus target for Todd Edwards
Stock option grant 20,000 shares Option on Oruka common stock granted to Todd Edwards
RSU grant 100,000 shares Restricted stock units granted to Todd Edwards
Signing bonus $200,000 Cash signing bonus payable within 30 days of employment commencement
Standard severance period 12 months Months of base-salary severance and potential health coverage for qualifying termination
Change-in-control window 3 months before to 12 months after Period around a change in control that triggers enhanced severance
restricted stock units financial
"and restricted stock units (“RSUs”) covering 100,000 shares of Oruka common stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
change in control financial
"if the involuntary termination is within three months before or 12 months after a change in control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
severance payments financial
"he will receive (i) severance payments equal to 12 months of his base salary"
Payments made to employees after their job ends, typically as a lump sum or continued pay and benefits for a limited period. Investors watch severance payments because they are a predictable one-time cost or ongoing liability for the company—like an exit fee when someone leaves a club—and sizable payouts can reduce profits, affect cash flow, or signal larger restructuring costs ahead.
performance-based awards financial
"accelerated vesting of performance-based awards based on the greater of target or actual performance"

FAQ

What did Oruka Therapeutics (ORKA) announce regarding its leadership on August 24, 2026?
Oruka Therapeutics announced that Todd Edwards began serving as Chief Commercial Officer on August 24, 2026, under a July 22, 2026 letter agreement. He brings prior senior commercial roles at Arcutis Biotherapeutics, Incyte, UCB, AbbVie and TAP, focused on dermatology and immunology businesses.

What is the compensation package for Oruka Therapeutics (ORKA) CCO Todd Edwards?
Todd Edwards receives a $525,000 annualized base salary, is eligible for a discretionary bonus targeted at 40% of base salary, and gets equity awards of an option for 20,000 shares and 100,000 RSUs, plus a $200,000 cash signing bonus.

How do Todd Edwards’ stock option and RSUs vest at Oruka Therapeutics (ORKA)?
The 20,000-share option vests 25% on August 24, 2027, then in roughly equal monthly installments over the next 36 months. The 100,000 RSUs vest 25% on the first quarterly vesting date after August 24, 2027, with the remainder vesting in 12 equal quarterly installments.

What severance protections does Oruka Therapeutics (ORKA) provide to Todd Edwards?
If terminated without cause or he resigns for good reason, Todd Edwards receives 12 months of base-salary severance and up to 12 months of company-paid health coverage, subject to a release. In a qualifying change-in-control window, severance increases to salary plus target bonus and full time-based equity acceleration.

What is the change-in-control protection for Todd Edwards at Oruka Therapeutics (ORKA)?
If involuntarily terminated within three months before or 12 months after a change in control, he receives cash equal to 1.0x base salary plus target bonus, up to 12 months of Oruka-paid health coverage, and full acceleration of time-based equity and performance-based awards at target or actual, if determinable.

Does Todd Edwards receive a signing bonus from Oruka Therapeutics (ORKA)?
Yes. Todd Edwards receives a $200,000 signing bonus, payable within 30 days after his employment starts. He must repay a prorated portion if he resigns or is terminated for cause during his first year of employment.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): August 24, 2026

 

 

 

Oruka Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   000-22873   36-3855489
(State or Other Jurisdiction
of Incorporation)		  

(Commission File Number)

   (IRS Employer
Identification No.)

 

855 Oak Grove Avenue

Suite 100

Menlo Park, California

   94025
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (650) 606-7910

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.001 Par Value   ORKA   The Nasdaq Global Market 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

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 Operating accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 22, 2026, Oruka Therapeutics, Inc. entered into a letter agreement with Todd Edwards pursuant to which Mr. Edwards commenced employment as Chief Commercial Officer on August 24, 2026. Mr. Edwards, age 63, previously served as Executive Vice President and Chief Commercial Officer of Arcutis Biotherapeutics, Inc. (“Arcutis”), a commercial biopharmaceutical company, from December 2024 to August 2026, where he was responsible for the commercialization of assets in Arcutis’ dermatology business and prior to that was Senior Vice President and Chief Commercial Officer of Arcutis from September 2023 to December 2024. Prior to joining Arcutis, Mr. Edwards served as Group Vice President, Business Head, Immunology at Incyte Corporation (“Incyte”), a multinational pharmaceutical company, since December 2020, where he was responsible for the commercialization of assets in Incyte’s dermatology business unit. Prior to Incyte, Mr. Edwards worked at UCB S.A., a global biopharmaceutical company, in a variety of capacities. From June 2019 to December 2020, Mr. Edwards served as Senior Vice President and Head of Global Immunology Operations and Strategy, during which time he led the global immunology business unit and portfolio. From June 2013 to June 2019, Mr. Edwards served as Senior Vice President and Head of U.S. Immunology, during which time he led the organization’s development and commercialization of on-market injectable biologic and pipeline immunology products in rheumatology, dermatology and gastroenterology. Prior to that, Mr. Edwards held senior roles at AbbVie and TAP Pharmaceuticals. In addition, Mr. Edwards is a decorated veteran of the U.S. Army. Mr. Edwards received a B.S. in Psychology from the East Tennessee State University and an M.B.A. from Embry-Riddle Aeronautical University.

 

Mr. Edwards will receive an annualized base salary of $525,000 and is eligible for a discretionary bonus targeted at 40% of his annual base salary. Mr. Edwards was granted a stock option covering 20,000 shares of Oruka common stock and restricted stock units (“RSUs”) covering 100,000 shares of Oruka common stock in connection with his appointment as Chief Commercial Officer. The option will vest as to 25% of the underlying shares on August 24, 2027 and will vest thereafter in approximately equal monthly installments over the following 36 months. The RSUs will vest as to 25% of the RSUs on the first Oruka quarterly vesting date following August 24, 2027, with the balance vesting in 12 equal quarterly installments thereafter. In addition, Mr. Edwards will receive a signing bonus of $200,000, payable within 30 days following his commencement of employment, subject to repayment of a prorated portion if he resigns or is terminated for cause during the first year of employment. Mr. Edwards will also be eligible to participate in Oruka’s employee benefit plans generally available to its executive officers.

 

If Oruka terminates Mr. Edwards’ employment without cause, or he resigns with good reason, in exchange for a release he will receive (i) severance payments equal to 12 months of his base salary and (ii) Oruka-paid continuation coverage under Oruka’s group health plans for up to 12 months. However, if the involuntary termination is within three months before or 12 months after a change in control of Oruka, Mr. Edwards will instead receive: (A) severance payments equal to 1.0 times the sum of Mr. Edwards’s base salary and target bonus; (B) Oruka-paid continuation coverage under Oruka’s group health plans for up to 12 months; and (C) full acceleration of outstanding time-based equity awards and accelerated vesting of performance-based awards based on the greater of target or actual performance, if determinable. If Mr. Edwards’ employment terminates due to death or disability, his outstanding time-based equity awards will become fully vested.

 

There are no family relationships between Mr. Edwards and any director or executive officer of Oruka. There are no arrangements or understandings between Mr. Edwards and any other persons pursuant to which he was appointed Chief Commercial Officer. Mr. Edwards has no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.

 

Mr. Edwards entered into Oruka’s standard Indemnity Agreement in connection with his appointment as Chief Commercial Officer.

 

The foregoing description of Mr. Edwards’s employment letter and related compensation and severance arrangements does not purport to be complete and is qualified in its entirety by the full text of his offer letter, a copy of which is filed as Exhibit 10.1 hereto.

 

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Item9.01 Operating Statements and Exhibits.

 

Exhibit
No.		   Description
   
10.1   Offer Letter, dated July 22, 2026, between Oruka Therapeutics, Inc. and Todd Edwards.
   
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Oruka Therapeutics, Inc.
   
Date: August 24, 2026 By: /s/ Paul Quinlan
    Paul Quinlan
General Counsel

 

 

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Source: View Original Filing on SEC EDGAR

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