Oruka Therapeutics SVP sells 10,019 shares

Oruka Therapeutics’ SVP Finance exercised stock options and sold shares under a Rule 10b5-1 plan and an automatic sell-to-cover for tax withholding.

Rhea-AI Filing Summary

Oruka Therapeutics, Inc. (ORKA) reported that Senior Vice President, Finance Arjun Agarwal exercised employee stock options and sold common shares. On September 11, 2026, he exercised options for 8,000 shares at $12.50 and 1,459 shares at $34.39, then sold an aggregate 9,459 shares in multiple transactions between about $91.11 and $94.02 per share pursuant to a Rule 10b5-1 trading plan adopted February 11, 2026. On September 15, 2026, he sold 560 shares at $95.71 under an automatic sell-to-cover procedure for RSU tax withholding.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 9 txns

Insider Agarwal Arjun

Role Senior Vice President, Finance

Sold 10,019 shs ($926K)

Approx. gross sale proceeds $926K

Approx. exercise cost $150K

Type	Security	Shares	Price	Value
Sale	Common Stock F6	560	$95.71	$54K
Exercise	Employee Stock Option (right to buy) F7	8,000	$0.00	$0.00
Exercise	Employee Stock Option (right to buy) F8	1,459	$0.00	$0.00
Exercise	Common Stock	8,000	$12.50	$100K
Exercise	Common Stock	1,459	$34.39	$50K
Sale	Common Stock F1, F2	3,000	$91.1073	$273K
Sale	Common Stock F1, F3	4,051	$92.4135	$374K
Sale	Common Stock F1, F4	2,208	$93.2611	$206K
Sale	Common Stock F1, F5	200	$94.015	$19K

Holdings After Transaction: Employee Stock Option (right to buy) — 143,250 contracts (Direct); Common Stock — 14,752 shares (Direct)

Footnotes (8)

1. F1. These sales were effected pursuant to a Rule 10b5-1 trading plan entered into on February 11, 2026.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.71 to $91.50, inclusive. The reporting person undertakes to provide to Oruka Therapeutics, Inc., any security holder of Oruka Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (4) and (5) to this Form 4.
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.74 to $92.71, inclusive.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.775 to $93.40, inclusive.
5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.98 to $94.05, inclusive.
6. F6. The reported sales were effected pursuant to Oruka Therapeutics, Inc.'s automatic, non-discretionary, sell-to-cover procedure to satisfy tax withholding obligations arising in connection with the vesting of restricted stock units.
7. F7. The option vests as to 1/48 of the underlying shares monthly from January 1, 2025.
8. F8. The option vests as to 1/48 of the underlying shares monthly from January 1, 2026.

Key Figures

Shares sold (total): 10,019 shares Option shares exercised: 9,459 shares Sale price range on September 11, 2026: $91.11–$94.02 per share +3 more

6 metrics

Shares sold (total) 10,019 shares Aggregate common shares sold on September 11 and 15, 2026

Option shares exercised 9,459 shares Employee stock options exercised on September 11, 2026

Sale price range on September 11, 2026 $91.11–$94.02 per share Weighted average prices for four sale tranches of common stock

Sell-to-cover sale 560 shares at $95.71 per share Automatic sale on September 15, 2026 to cover RSU tax withholding

Option exercise price $12.50 per share Employee stock option for 8,000 shares, expiring January 21, 2035

Option exercise price $34.39 per share Employee stock option for 1,459 shares, expiring January 22, 2036

Key Terms

Rule 10b5-1 trading plan, sell-to-cover procedure, restricted stock units, weighted average price, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"These sales were effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

sell-to-cover procedure financial

"automatic, non-discretionary, sell-to-cover procedure to satisfy tax"

restricted stock units financial

"tax withholding obligations arising in connection with the vesting of restricted stock units"

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.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

employee stock option financial

"Employee Stock Option (right to buy)"

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did ORKA’s SVP Finance report on this Form 4?

Arjun Agarwal reported option exercises for 8,000 and 1,459 shares of Oruka Therapeutics, Inc. common stock on September 11, 2026, and sales totaling 10,019 shares of common stock on September 11 and 15, 2026, at prices in the low-to-mid $90s per share.

How many ORKA shares did the insider sell and at what prices?

Arjun Agarwal sold 10,019 shares of Oruka Therapeutics, Inc. common stock. On September 11, 2026, he sold 3,000, 4,051, 2,208 and 200 shares at weighted average prices of about $91.11, $92.41, $93.26 and $94.02 per share, and on September 15, 2026, 560 shares at $95.71.

Were the ORKA insider sales made under a Rule 10b5-1 trading plan?

Yes. The Form 4 states that the September 11, 2026 sales were effected pursuant to a Rule 10b5-1 trading plan entered into on February 11, 2026, and the filing indicates transactions under a Rule 10b5-1 plan.

What ORKA stock options did the insider exercise in this filing?

On September 11, 2026, Arjun Agarwal exercised employee stock options covering 8,000 shares of Oruka Therapeutics, Inc. common stock at an exercise price of $12.50 per share, expiring January 21, 2035, and 1,459 shares at an exercise price of $34.39 per share, expiring January 22, 2036.

What is the purpose of the 560-share ORKA sale on September 15, 2026?

The Form 4 explains that the 560-share sale at $95.71 on September 15, 2026 was executed under Oruka Therapeutics, Inc.’s automatic, non-discretionary sell-to-cover procedure to satisfy tax withholding obligations from the vesting of restricted stock units.

How many ORKA shares were acquired through option exercises in this Form 4?

Through option exercises reported on this Form 4, Arjun Agarwal acquired 9,459 shares of Oruka Therapeutics, Inc. common stock: 8,000 shares tied to a $12.50 option and 1,459 shares tied to a $34.39 option, both exercised on September 11, 2026.

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

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Available on EDGAR 09/15/2026 - 07:17 PM Accepted by SEC EDGAR 09/15/2026 - 07:17 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Agarwal Arjun

(Last) (First) (Middle)

C/O ORUKA THERAPEUTICS, INC.

855 OAK GROVE AVE., SUITE 100

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President, Finance

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/11/2026		M		8,000	A	$12.5	23,312	D
Common Stock	09/11/2026		M		1,459	A	$34.39	24,771	D
Common Stock	09/11/2026		S(1)		3,000	D	$91.1073(2)	21,771	D
Common Stock	09/11/2026		S(1)		4,051	D	$92.4135(3)	17,720	D
Common Stock	09/11/2026		S(1)		2,208	D	$93.2611(4)	15,512	D
Common Stock	09/11/2026		S(1)		200	D	$94.015(5)	15,312	D
Common Stock	09/15/2026		S(6)		560	D	$95.71	14,752	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$12.5	09/11/2026		M			8,000	(7)	01/21/2035	Common Stock	8,000	$0	84,917	D
Employee Stock Option (right to buy)	$34.39	09/11/2026		M			1,459	(8)	01/22/2036	Common Stock	1,459	$0	58,333	D

Explanation of Responses:

1. These sales were effected pursuant to a Rule 10b5-1 trading plan entered into on February 11, 2026.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.71 to $91.50, inclusive. The reporting person undertakes to provide to Oruka Therapeutics, Inc., any security holder of Oruka Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (4) and (5) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.74 to $92.71, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.775 to $93.40, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.98 to $94.05, inclusive.

6. The reported sales were effected pursuant to Oruka Therapeutics, Inc.'s automatic, non-discretionary, sell-to-cover procedure to satisfy tax withholding obligations arising in connection with the vesting of restricted stock units.

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

8. The option vests as to 1/48 of the underlying shares monthly from January 1, 2026.

	/s/ Paul Quinlan, as attorney-in-fact for Arjun Agarwal	09/15/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)