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Oruka Therapeutics (ORKA) CMO sells 7,000 shares after option exercises under 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Oruka Therapeutics, Inc.’s Chief Medical Officer, Joana Goncalves, reported option exercises and related share sales. On May 15, 2026, she exercised options and warrants to acquire a total of 7,000 shares of common stock at exercise prices of $7.80 and $6.84 per share. On the same date, she sold an aggregate 7,000 common shares in open-market transactions at weighted-average prices of about $61.56, $62.42 and $63.52 per share pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025. Following these transactions, she directly owned 33,377 shares of Oruka Therapeutics common stock.

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Insights

Routine exercise-and-sell by CMO under a pre-set 10b5-1 plan.

Chief Medical Officer Joana Goncalves exercised employee options and warrants for 7,000 Oruka Therapeutics common shares at strike prices of $7.80 and $6.84. She then sold 7,000 shares in open-market trades at weighted-average prices around $61–63 per share.

The filing states these sales occurred under a Rule 10b5-1 trading plan adopted on September 19, 2025, indicating they were pre-scheduled rather than timed opportunistically. After these transactions, she holds 33,377 shares directly, so the activity appears to be a structured liquidity and portfolio-management event.

Insider Goncalves Joana
Role Chief Medical Officer
Sold 7,000 shs ($433K)
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 4,800 $61.5614 $295K
Sale Common Stock 2,100 $62.423 $131K
Sale Common Stock 100 $63.52 $6K
Holdings After Transaction: Employee Stock Option (right to buy) — 207,563 shares (Direct, null); Employee Warrant (right to buy) — 178,992 shares (Direct, null); Common Stock — 36,877 shares (Direct, null)
Footnotes (1)
  1. These sales 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 $60.93 to $61.90, 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 $62.02 to $62.89, 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.
Shares sold 7,000 shares Open-market sales of common stock on May 15, 2026
Sale prices $61.5614, $62.4230, $63.5200 per share Weighted-average prices for three sale tranches
Options and warrants exercised 7,000 shares underlying 3,500 warrants and 3,500 stock options exercised
Strike prices $7.80 and $6.84 per share Exercise prices for employee warrant and stock option
Post-transaction holdings 33,377 shares Common stock directly owned after reported transactions
10b5-1 plan date September 19, 2025 Date CMO entered Rule 10b5-1 trading plan
Warrant expiration July 14, 2034 Expiration date for employee warrant (right to buy)
Option expiration May 6, 2034 Expiration date for employee stock option (right to buy)
Rule 10b5-1 trading plan regulatory
"These sales were effected pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025."
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.
Employee Stock Option (right to buy) financial
"Security title: Employee Stock Option (right to buy) with a conversion or exercise price of 6.8400."
Employee Warrant (right to buy) financial
"Security title: Employee Warrant (right to buy) with a conversion or exercise price of 7.8000."
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.93 to $61.90."
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.
derivative exercise/conversion financial
"Transaction action: derivative exercise/conversion for options and warrants exercisable into common stock."
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Medical Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026M3,500A$6.8436,877D
Common Stock05/15/2026M3,500A$7.840,377D
Common Stock05/15/2026S(1)4,800D$61.5614(2)35,577D
Common Stock05/15/2026S(1)2,100D$62.423(3)33,477D
Common Stock05/15/2026S(1)100D$63.5233,377D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)$6.8405/15/2026M3,500 (4)05/06/2034Common Stock3,500$0207,563D
Employee Warrant (right to buy)$7.805/15/2026M3,500 (5)07/14/2034Common Stock3,500$0178,992D
Explanation of Responses:
1. These sales 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 $60.93 to $61.90, 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 $62.02 to $62.89, 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 Goncalves05/15/2026
** Signature of Reporting PersonDate
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)

FAQ

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

Joana Goncalves reported exercising employee options and warrants for 7,000 Oruka Therapeutics shares, then selling 7,000 shares. The sales were open-market transactions on May 15, 2026, at weighted-average prices around $61–63 per share, according to the Form 4 filing.

Were the Oruka Therapeutics (ORKA) insider sales by the CMO pre-planned?

Yes, the sales were executed under a Rule 10b5-1 trading plan. The footnotes state the transactions followed a pre-arranged plan entered into on September 19, 2025, indicating the timing was scheduled in advance rather than discretionary.

How many Oruka Therapeutics (ORKA) shares did the CMO sell and at what prices?

The CMO sold a total of 7,000 Oruka Therapeutics common shares. The filing shows weighted-average sale prices of $61.5614, $62.4230 and $63.5200 per share, with detailed price ranges provided in the accompanying footnotes.

What options or warrants did the Oruka Therapeutics (ORKA) CMO exercise?

She exercised 3,500 employee warrants at a $7.80 strike and 3,500 employee stock options at a $6.84 strike. Both derivative securities were exercisable into Oruka Therapeutics common stock, with expiration dates in 2034 noted in the filing.

How many Oruka Therapeutics (ORKA) shares does the CMO hold after these transactions?

After the reported transactions, Joana Goncalves directly owns 33,377 Oruka Therapeutics common shares. This post-transaction holding reflects the combination of her option and warrant exercises and the same-day open-market sales disclosed in the Form 4.

What is the significance of the Rule 10b5-1 plan mentioned for Oruka Therapeutics (ORKA)?

The Rule 10b5-1 plan indicates the CMO’s share sales were pre-scheduled. Such plans allow insiders to sell shares according to predetermined instructions, helping separate trading activity from short-term information or market timing concerns.