Oruka Therapeutics (ORKA) counsel sells 733 shares in tax sell-to-cover

Rhea-AI Filing Summary

Oruka Therapeutics, Inc. General Counsel Paul T. Quinlan reported an automatic sale of 733 shares of common stock at $69.69 per share. The sale was executed under the company’s non-discretionary sell-to-cover procedure to satisfy tax withholding from restricted stock unit vesting. After this transaction, he holds 31,034 shares directly, so the sale represents a small portion of his ownership and reflects a tax-related mechanism rather than a discretionary trade.

Insider Trade Summary

Net Seller: 733 shares ($51,083)

Net Sell 1 txn

Insider Quinlan Paul T

Role General Counsel

Sold 733 shs ($51K)

Type	Security	Shares	Price	Value
Sale	Common Stock	733	$69.69	$51K

Holdings After Transaction: Common Stock — 31,034 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 733 shares Sale price: $69.69 per share Shares owned after: 31,034 shares

3 metrics

Shares sold 733 shares Open-market sale on sell-to-cover date

Sale price $69.69 per share Price for the 733-share tax-related sale

Shares owned after 31,034 shares Direct holdings following the reported transaction

Key Terms

sell-to-cover procedure, restricted stock units, tax withholding obligations

3 terms

sell-to-cover procedure financial

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

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.

tax withholding obligations financial

"sell-to-cover procedure to satisfy tax withholding obligations arising in connection with the vesting"

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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).

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^*

Quinlan Paul T

(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)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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	06/15/2026		S(1)		733	D	$69.69	31,034	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

Explanation of Responses:

1. 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.

	/s/ Paul Quinlan	06/15/2026
	** 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)

FAQ

What insider transaction did ORKA General Counsel Paul T. Quinlan report?

Paul T. Quinlan reported selling 733 shares of Oruka Therapeutics common stock. The shares were sold under an automatic sell-to-cover procedure to pay taxes arising from restricted stock unit vesting, rather than a discretionary open-market sale decision.

At what price were the Oruka Therapeutics (ORKA) shares sold in this Form 4?

The 733 Oruka Therapeutics shares were sold at $69.69 per share. This price reflects the execution level for the automatic sell-to-cover transaction used to satisfy tax withholding obligations tied to restricted stock unit vesting.

How many Oruka Therapeutics shares does Paul T. Quinlan hold after this transaction?

After the reported transaction, Paul T. Quinlan holds 31,034 shares of Oruka Therapeutics common stock directly. This indicates that the 733 shares sold for tax withholding represent a relatively small portion of his overall reported share ownership.

Was the ORKA insider sale a discretionary open-market trade?

The sale was not a discretionary trade; it followed Oruka Therapeutics’ automatic, non-discretionary sell-to-cover procedure. The purpose was to satisfy tax withholding obligations created when Quinlan’s restricted stock units vested, making it a routine administrative transaction.

What is the purpose of a sell-to-cover procedure like Oruka Therapeutics uses?

A sell-to-cover procedure automatically sells enough shares to cover tax withholding when equity awards vest. For Oruka Therapeutics, this mechanism handled tax obligations on Quinlan’s restricted stock units, limiting the need for him to provide separate cash for those tax payments.