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

Rhea-AI Filing Summary

Oruka Therapeutics insiders and affiliated funds reported a private placement purchase of common stock on 09/17/2025. The filing shows 333,340 shares were acquired at $15.00 per share in a transaction described as a private placement exempt under Rule 16b-3(d)(1). The report lists beneficial ownership following the transaction of 1,131,954 shares attributed to Fairmount Healthcare Fund II L.P. and 2,573,308 shares attributed to Fairmount Healthcare Co-Invest III L.P., each held indirectly. Fairmount Funds Management LLC is the manager of those funds and identifies Peter Harwin and Tomas Kiselak as its managers; they disclaim beneficial ownership except to the extent of pecuniary interest. Signatures are dated 09/19/2025.

Positive

• Material disclosure of a private placement purchase: 333,340 shares at $15.00 provides transparency to investors
• Clear manager and ownership structure disclosed: Fairmount Funds Management LLC manages the reporting funds and names managers

Negative

• Potential concentration of indirect holdings in affiliated funds may increase insider-related ownership concentration
• Director overlap (Peter Harwin as both fund manager and issuer director) could raise related-party governance considerations

Insights

Securities Analyst

TL;DR: A material private placement purchase was reported by affiliated funds and managers, increasing indirect holdings in ORKA.

The Form 4 documents a private placement of 333,340 common shares at $15.00 per share on 09/17/2025, exempt under Rule 16b-3(d)(1). Reported post-transaction beneficial ownership shows sizeable indirect positions held by Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest III L.P., which could affect float and insider concentration metrics. The filing states that Fairmount Funds Management LLC manages those funds and that Peter Harwin and Tomas Kiselak are managers; they disclaim beneficial ownership except for pecuniary interest. This is a material insider-affiliated transaction that investors monitor for ownership concentration and potential governance influence.

Corporate Governance Expert

TL;DR: Transaction raises governance questions due to director affiliation and delegated management of fund stakes.

The filing clarifies relationships: Fairmount Funds Management LLC is the investment manager, and one of its managing members, Peter Harwin, serves on Oruka's board. The report notes deputization as a basis for deeming Fairmount a director. Managers disclaim beneficial ownership other than pecuniary interest, which is typical language but relevant for assessing control and related-party considerations. Signatures from managing members and individuals appear on 09/19/2025, completing required attestations.

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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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).

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^*

Fairmount Funds Management LLC

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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

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

	Form filed by One Reporting Person
X	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	09/17/2025		A(1)		333,340	A	$15	1,131,954	I	By Fairmount Healthcare Fund II L.P.(2)
Common Stock								2,573,308	I	By Fairmount Healthcare Co-Invest III L.P.(2)

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

1. Name and Address of Reporting Person^*

Fairmount Funds Management LLC

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Fairmount Healthcare Fund II L.P.

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Fairmount Healthcare Co-Invest III L.P.

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Kiselak Tomas

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Harwin Peter Evan

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The shares of Common Stock were purchased from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended.

2. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest III L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

Remarks:

Fairmount may be deemed a director by deputization of Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is also a Managing Member of Fairmount.

	/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC	09/19/2025
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II, L.P.	09/19/2025
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest III, L.P.	09/19/2025
	/s/ Tomas Kiselak	09/19/2025
	/s/ Peter Harwin	09/19/2025
	** 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

What shares were purchased in the ORKA Form 4 filing?

The filing reports the acquisition of 333,340 shares of Oruka Therapeutics common stock at $15.00 per share on 09/17/2025.

Who holds the shares reported on this Form 4 for ORKA?

Beneficial ownership is reported indirectly by Fairmount Healthcare Fund II L.P. (1,131,954 shares) and Fairmount Healthcare Co-Invest III L.P. (2,573,308 shares), with Fairmount Funds Management LLC as manager.

Was the ORKA transaction exempt from Section 16(b) short-swing profit rules?

Yes. The filing states the shares were purchased in a private placement and the transaction is exempt under Rule 16b-3(d)(1).

Do any reporting persons also serve on Oruka's board?

Yes. The filing indicates that Peter Harwin serves on Oruka Therapeutics' board and is a managing member of Fairmount Funds Management LLC.

When was the Form 4 signed and filed?

Signatures on the filing are dated 09/19/2025.