[Form 3] Oruka Therapeutics, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

On 07/01/2025, Oruka Therapeutics, Inc. (ORKA) filed a Form 3 reporting the initial beneficial ownership of its newly appointed Chief Operating Officer, Laura Lee Sandler.

• Direct ownership: 213,084 shares of common stock.
• Derivative securities: • Warrant covering 99,996 shares at an exercise price of $7.80, expiring 07/14/2034. Vesting schedule: 25% on 04/03/2025, remaining shares vest monthly over the subsequent three years. • Employee stock option for 137,500 shares at $12.50, expiring 01/21/2035; vests 1/48 monthly beginning 01/01/2025.
• Potential total ownership: 450,580 shares if all derivatives vest and are exercised.

The disclosure signals meaningful insider alignment through equity ownership and a performance-linked vesting structure. No other transactions or financial metrics were included in this filing.

Positive

• Significant direct insider ownership of 213,084 shares signals alignment with shareholder interests.
• Long-term, performance-linked vesting of options and warrants may incentivize sustained operational execution.

Negative

• Potential dilution of up to 237,496 shares if all options and warrants are exercised.

Insights

Financial Analyst

TL;DR: Form 3 shows COO holds 213k shares plus 238k options/warrants, indicating strong insider alignment; limited immediate market impact.

This Form 3 establishes Laura Sandler’s baseline ownership in Oruka Therapeutics. A direct stake of 213,084 shares—supplemented by 99,996 warrant shares at $7.80 and 137,500 option shares at $12.50—creates a potential 450,580-share position. The staggered vesting schedules (25% cliff and monthly installments) are designed to retain the executive through 2035 and tie compensation to long-term share performance. From a governance standpoint, the size of the holding is material for a COO of a small-cap biotech and may reassure investors about management’s commitment. However, because no open-market purchases occurred and the derivatives are priced above current ownership cost, the near-term dilutive and signaling effects are modest. Overall impact is neutral to slightly positive.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Sandler Laura Lee

(Last) (First) (Middle)

C/O ORUKA THERAPEUTICS, INC.

855 OAK GROVE AVE., SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2025

3. Issuer Name and Ticker or Trading Symbol
Oruka Therapeutics, Inc. [ ORKA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	213,084	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	(1)	07/14/2034	Common Stock	99,996	$7.8	D
Employee Stock Option (right to buy)	(2)	01/21/2035	Common Stock	137,500	$12.5	D

Explanation of Responses:

1. This warrant represents a right to purchase 99,996 shares of the Issuer's common stock, one quarter of which will vest on April 3, 2025, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

2. The option vests as to 1/48 of the underlying shares monthly from January 1, 2025.

	/s/ Paul Quinlan, as attorney-in-fact for Laura Sandler	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Oruka Therapeutics (ORKA) shares does COO Laura Sandler own directly?

She directly owns 213,084 shares of ORKA common stock.

What derivative securities were disclosed in ORKA's Form 3 filing?

A warrant for 99,996 shares at $7.80 and an employee stock option for 137,500 shares at $12.50 were reported.

When do Laura Sandler's ORKA warrants and options start vesting?

The warrant vests 25% on 04/03/2025 with the rest monthly thereafter; the option vests 1/48 monthly from 01/01/2025.

What is the potential total share count if all Sandler's derivatives are exercised?

Including direct holdings, the potential total is 450,580 shares.

Does the Form 3 indicate any recent purchases or sales by the COO?

No, the filing only establishes initial ownership; it does not report new market purchases or sales.