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  4. [Form 4] Oruka Therapeutics, Inc. Insider Trading Activity

Oruka Therapeutics (ORKA) CMO exercises options and sells 7,000 shares

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Oruka Therapeutics Chief Medical Officer Joana Goncalves reported option exercises and stock sales in Common Stock of Oruka Therapeutics, Inc. On February 17, 2026, she exercised an Employee Stock Option for 3,500 shares at $6.84 and an Employee Warrant for 3,500 shares at $7.80, acquiring Common Stock through derivative conversion.

On the same date, she conducted open-market sales of 6,064 shares at a weighted average price of $32.3009 and 936 shares at a weighted average price of $32.7842, under a Rule 10b5-1 trading plan entered into on September 19, 2025. After these transactions, she directly owned 34,018 shares of Common Stock, plus 218,063 employee stock options and 189,492 employee warrants outstanding.

Positive

  • None.

Negative

  • None.
Insider Goncalves Joana
Role Chief Medical Officer
Sold 7,000 shs ($227K)
Type Security Shares Price Value
Exercise Employee Stock Option (right to buy) 3,500 $0.00 --
Exercise Employee Warrant (right to buy) 3,500 $0.00 --
Exercise Common Stock 3,500 $6.84 $24K
Exercise Common Stock 3,500 $7.80 $27K
Sale Common Stock 6,064 $32.3009 $196K
Sale Common Stock 936 $32.7842 $31K
Holdings After Transaction: Employee Stock Option (right to buy) — 218,063 shares (Direct); Employee Warrant (right to buy) — 189,492 shares (Direct); Common Stock — 37,518 shares (Direct)
Footnotes (1)
  1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.68 to $32.67, 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) and (3) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.69 to $32.93, inclusive. The option vests as to 1/4 of the underlying shares on April 18, 2025 and as to 1/48 of the underlying shares monthly from April 18, 2025. The warrant vests as to 1/4 of the underlying shares on April 18, 2025 and as to 1/48 of the underlying shares monthly from April 18, 2025.
Form 4 Insider Transactions: What Each Field Means →
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*
Goncalves Joana
(Last) (First) (Middle)
C/O ORUKA THERAPEUTICS, INC.
855 OAK GROVE AVE., SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
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)
Chief Medical Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026
4. 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 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 02/17/2026 M 3,500 A $6.84 37,518 D
Common Stock 02/17/2026 M 3,500 A $7.8 41,018 D
Common Stock 02/17/2026 S(1) 6,064 D $32.3009(2) 34,954 D
Common Stock 02/17/2026 S(1) 936 D $32.7842(3) 34,018 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) $6.84 02/17/2026 M 3,500 (4) 05/06/2034 Common Stock 3,500 $0 218,063 D
Employee Warrant (right to buy) $7.8 02/17/2026 M 3,500 (5) 07/14/2034 Common Stock 3,500 $0 189,492 D
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.68 to $32.67, 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) and (3) 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 $32.69 to $32.93, inclusive.
4. The option vests as to 1/4 of the underlying shares on April 18, 2025 and as to 1/48 of the underlying shares monthly from April 18, 2025.
5. The warrant vests as to 1/4 of the underlying shares on April 18, 2025 and as to 1/48 of the underlying shares monthly from April 18, 2025.
/s/ Paul Quinlan, as attorney-in-fact for Joana Goncalves 02/17/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Oruka Therapeutics (ORKA) report for Joana Goncalves?

Oruka Therapeutics reported that Chief Medical Officer Joana Goncalves exercised derivative awards for 7,000 Common shares and sold 7,000 shares in open-market transactions. These movements reflect both option and warrant exercises plus subsequent stock sales on February 17, 2026.

How many Oruka Therapeutics (ORKA) shares does Joana Goncalves own after the Form 4?

After the reported transactions, Joana Goncalves directly owned 34,018 shares of Common Stock. She also held 218,063 employee stock options and 189,492 employee warrants, providing additional potential equity exposure if those derivative securities are exercised in the future.

What prices were involved in Joana Goncalves’ Oruka Therapeutics (ORKA) stock sales?

The Form 4 shows weighted average sale prices of $32.3009 for 6,064 shares and $32.7842 for 936 shares. Footnotes explain that actual sales occurred in multiple trades within price ranges between $31.68 and $32.93 per share.

Were Joana Goncalves’ Oruka Therapeutics (ORKA) stock sales pre-planned?

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan entered on September 19, 2025. Such plans pre-schedule trades, helping insiders diversify or access liquidity while following established trading instructions.

What derivative securities did Joana Goncalves exercise at Oruka Therapeutics (ORKA)?

She exercised an Employee Stock Option covering 3,500 shares at $6.84 and an Employee Warrant covering 3,500 shares at $7.80. These exercises converted derivative rights into Common Stock, as part of her equity compensation structure at Oruka Therapeutics.

How do Joana Goncalves’ equity awards in Oruka Therapeutics (ORKA) vest?

Footnotes state the option and warrant each vest as to 1/4 of underlying shares on April 18, 2025, with the remainder vesting in 1/48 monthly from that date. This schedule gradually delivers full vesting over several years.