Oruka Therapeutics (ORKA) director sells 105,000 shares, exercises 62,260 options

Rhea-AI Filing Summary

Oruka Therapeutics director Carl Dambkowski reported a mix of stock sales and option exercises in Oruka Therapeutics, Inc. common stock. On May 21, 2026, he sold a total of 105,000 shares in open‑market transactions at weighted average prices around $58–$60 per share under a pre‑arranged Rule 10b5‑1 trading plan. On the same date, he exercised stock options and warrants covering 62,260 shares at exercise prices of $6.84, $7.80, and $11.77 per share, converting derivative awards into common stock. He continues to hold unexercised options and warrants that expire between 2034 and 2035.

Insights

Equity compensation and insider-trading analyst

Director executed a pre‑planned exercise‑and‑sell program with sizeable but routine‑style activity.

Director Carl Dambkowski sold 105,000 shares of Oruka Therapeutics common stock on May 21, 2026 at weighted average prices near $58–$60. These were open‑market sales classified as code S, the strongest signaling category, but they were executed under a pre‑arranged Rule 10b5‑1 trading plan.

He also exercised options and warrants for 62,260 shares at exercise prices of $6.84, $7.80, and $11.77, converting derivative awards into common stock. Some option and warrant positions remain outstanding with expirations in 2034 and 2035, indicating continued equity exposure tied to long‑dated compensation.

The net effect in this Form 4 is a net sale of 105,000 shares, according to the summary data, partially offset by derivative exercises. Because the sales were made pursuant to a Rule 10b5‑1 plan entered on February 19, 2026, the timing appears pre‑scheduled, which typically reduces the informational value of the sale date itself for interpreting management’s short‑term outlook.

Insider Trade Summary 10b5-1

Net Seller: 105,000 shares ($6,191,366)

Net Sell 9 txns

Insider Dambkowski Carl

Role null

Sold 105,000 shs ($6.19M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	38,689	$0.00	--
Exercise	Warrant (right to buy)	11,904	$0.00	--
Exercise	Stock Option (right to buy)	11,667	$0.00	--
Exercise	Common Stock	38,689	$6.84	$265K
Exercise	Common Stock	11,904	$7.80	$93K
Exercise	Common Stock	11,667	$11.77	$137K
Sale	Common Stock	38,318	$58.4267	$2.24M
Sale	Common Stock	53,447	$59.1036	$3.16M
Sale	Common Stock	13,235	$59.9669	$794K

Holdings After Transaction: Stock Option (right to buy) — 32,737 shares (Direct, null); Warrant (right to buy) — 10,952 shares (Direct, null); Common Stock — 155,172 shares (Direct, null)

Footnotes (1)

1. These sales were effected pursuant to a Rule 10b5-1 trading plan entered into on February 19, 2026. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.71 to $58.70, 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), (3) and (4) 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 $58.71 to $59.70, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.71 to $60.31, inclusive. The option vests as to 25% of the shares underlying the option on March 1, 2025, and as to 1/48 of the shares underlying the option monthly thereafter. The option vests as to 25% of the shares underlying the option on April 3, 2025, and as to 1/48 of the shares underlying the option monthly thereafter. The option vests as to 1/12 of the shares underlying the option monthly from June 2, 2025.

Key Figures

Shares sold: 105,000 shares Sale prices: $57.71–$60.31 per share Options/warrants exercised: 62,260 shares +5 more

8 metrics

Shares sold 105,000 shares Total common shares sold on May 21, 2026

Sale prices $57.71–$60.31 per share Weighted average price ranges from footnotes

Options/warrants exercised 62,260 shares Total underlying common shares from derivative exercises

Exercise prices $6.84, $7.80, $11.77 per share Strike prices on exercised awards

Rule 10b5-1 plan date February 19, 2026 Date the trading plan was entered

Option expiry (6.84 strike) May 6, 2034 Expiration for remaining $6.84 stock option grant

Warrant expiry (7.80 strike) July 14, 2034 Expiration for remaining $7.80 warrant grant

Option expiry (11.77 strike) June 1, 2035 Expiration for remaining $11.77 stock option grant

Key Terms

Rule 10b5-1 trading plan, weighted average price, Stock Option (right to buy), Warrant (right to buy), +1 more

5 terms

Rule 10b5-1 trading plan financial

"These sales were effected pursuant to a Rule 10b5-1 trading plan entered into on February 19, 2026."

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.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

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.

Stock Option (right to buy) financial

"security_title": "Stock Option (right to buy)""

Warrant (right to buy) financial

"security_title": "Warrant (right to buy)""

exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

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^*

Dambkowski Carl

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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	05/21/2026		M		38,689	A	$6.84	155,172	D
Common Stock	05/21/2026		M		11,904	A	$7.8	167,076	D
Common Stock	05/21/2026		M		11,667	A	$11.77	178,743	D
Common Stock	05/21/2026		S(1)		38,318	D	$58.4267(2)	140,425	D
Common Stock	05/21/2026		S(1)		53,447	D	$59.1036(3)	86,978	D
Common Stock	05/21/2026		S(1)		13,235	D	$59.9669(4)	73,743	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
Stock Option (right to buy)	$6.84	05/21/2026		M			38,689	(5)	05/06/2034	Common Stock	38,689	$0	32,737	D
Warrant (right to buy)	$7.8	05/21/2026		M			11,904	(6)	07/14/2034	Common Stock	11,904	$0	10,952	D
Stock Option (right to buy)	$11.77	05/21/2026		M			11,667	(7)	06/01/2035	Common Stock	11,667	$0	5,833	D

Explanation of Responses:

1. These sales were effected pursuant to a Rule 10b5-1 trading plan entered into on February 19, 2026.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.71 to $58.70, 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), (3) and (4) 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 $58.71 to $59.70, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.71 to $60.31, inclusive.

5. The option vests as to 25% of the shares underlying the option on March 1, 2025, and as to 1/48 of the shares underlying the option monthly thereafter.

6. The option vests as to 25% of the shares underlying the option on April 3, 2025, and as to 1/48 of the shares underlying the option monthly thereafter.

7. The option vests as to 1/12 of the shares underlying the option monthly from June 2, 2025.

	/s/ Paul Quinlan, as attorney-in-fact for Carl Dambkowski	05/22/2026
	** 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 did Oruka Therapeutics (ORKA) director Carl Dambkowski report in this Form 4?

He reported both stock sales and option exercises. On May 21, 2026, Dambkowski sold 105,000 Oruka Therapeutics common shares and exercised options and warrants for 62,260 shares, converting derivative awards into stock while maintaining some remaining option and warrant positions.

How many Oruka Therapeutics (ORKA) shares did Carl Dambkowski sell and at what prices?

He sold a total of 105,000 common shares on May 21, 2026. The reported weighted average sale prices ranged from about $57.71 to $60.31 per share, with specific rows in the Form 4 showing averages near $58.43, $59.10, and $59.97, all in open‑market trades.

Were Carl Dambkowski’s ORKA stock sales made under a Rule 10b5-1 trading plan?

Yes. A footnote states the sales were effected pursuant to a Rule 10b5‑1 trading plan entered into on February 19, 2026. Such plans are pre‑arranged trading programs designed to allow insiders to sell shares over time according to preset instructions.

What option and warrant exercises did Carl Dambkowski report for Oruka Therapeutics (ORKA)?

He exercised options and warrants for 62,260 shares of common stock. These derivative awards had exercise prices of $6.84, $7.80, and $11.77 per share, converting them into common stock as part of his equity compensation activity on May 21, 2026.

Does Carl Dambkowski still hold Oruka Therapeutics (ORKA) options or warrants after these transactions?

Yes. The Form 4 derivative tables show remaining unexercised positions, including stock options and warrants. These outstanding awards have exercise prices such as $6.84, $7.80, and $11.77 per share, with stated expiration dates in 2034 and 2035, indicating ongoing potential share acquisition.

What do the weighted average prices in Carl Dambkowski’s ORKA Form 4 mean?

Each reported sale price is a weighted average across multiple trades. Footnotes explain that individual sales occurred within specific ranges, such as $57.71–$58.70 and $59.71–$60.31, and that detailed trade‑by‑price information is available upon request from Oruka Therapeutics or the reporting person.