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

Rhea-AI Filing Summary

On July 1, 2025, Oruka Therapeutics, Inc. (ORKA) filed a Form 4 reporting that Chief Operating Officer Laura Lee Sandler received an employee stock option covering 25,000 shares of common stock at an exercise price of $11.80 per share. The option expires on June 30, 2035 and vests 25 % on July 1, 2026, with the remaining 75 % vesting in equal monthly installments thereafter (1⁄48 per month). After the grant, Sandler beneficially owns 25,000 derivative securities; no non-derivative share transactions were disclosed. The filing reflects an incentive-based award rather than an open-market purchase or sale, resulting in no immediate cash flow or share-count impact for investors.

Insights

Financial Analyst

TL;DR: Routine option grant; negligible dilution; aligns COO incentives; no immediate cash impact; neutral for valuation.

The Form 4 discloses a standard executive compensation event: 25,000 options to buy ORKA common stock at $11.80, expiring in 2035. Because the options are unexercised, there is no present dilution and no cash movement. The four-year vesting schedule encourages long-term performance alignment between the COO and shareholders. Unless the company’s share price exceeds $11.80, the options remain out of the money and economically insignificant. Even if fully exercised, the incremental dilution would likely be immaterial given typical biotech share counts. Consequently, the disclosure is neutral from a valuation or risk perspective, though it does offer insight into executive incentive structures.

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

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^*

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. 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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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)	$11.8	07/01/2025		A		25,000		(1)	06/30/2035	Common Stock	25,000	$0	25,000	D

Explanation of Responses:

1. The option vests as to 1/4 of the underlying shares on July 1, 2026, and as to 1/48 of the underlying shares monthly thereafter.

	/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 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.

FAQ

How many stock options did ORKA's COO receive in the July 1, 2025 Form 4?

The filing shows an award of 25,000 employee stock options.

What is the exercise price of the Oruka Therapeutics options granted to Laura Sandler?

The options have an exercise price of $11.80 per share.

When do the COO's options begin to vest and what is the schedule?

Vesting starts on July 1, 2026 (25 %), with the remaining shares vesting monthly over the next 36 months.

What is the expiration date of the stock options reported in ORKA's Form 4?

The options expire on June 30, 2035, giving a 10-year term.

How many derivative securities does the COO hold after this transaction?

Following the grant, Laura Sandler beneficially owns 25,000 derivative securities.