Oruka CEO sells shares to cover RSU taxes

Oruka Therapeutics, Inc.'s Chief Executive Officer Lawrence Otto Klein reported an automatic sale of 1,729 shares of common stock at $69.69 per share.

Rhea-AI Filing Summary

Oruka Therapeutics, Inc.'s Chief Executive Officer Lawrence Otto Klein reported an automatic sale of 1,729 shares of common stock at $69.69 per share. According to the footnote, this was carried out under the company’s automatic, non-discretionary sell-to-cover procedure to satisfy tax withholding obligations from vesting restricted stock units.

After this tax-related sale, Klein directly holds 925,580 shares of Oruka Therapeutics common stock. Because the transaction was solely to cover taxes and was not discretionary, it functions more like a routine payroll event than an active decision to reduce his investment.

Insider Trade Summary

Net Seller: 1,729 shares

Net Sell 1 txn

Insider Klein Lawrence Otto

Role Chief Executive Officer

Sold 1,729 shs ($120K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,729	$69.69	$120K

Holdings After Transaction: Common Stock — 925,580 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares sold: 1,729 shares Sale price: $69.69 per share Shares held after transaction: 925,580 shares

3 metrics

Shares sold 1,729 shares Automatic sell-to-cover on 2026-06-15

Sale price $69.69 per share Open-market sale classification

Shares held after transaction 925,580 shares Direct ownership after tax-related sale

Key Terms

restricted stock units, sell-to-cover procedure, automatic, non-discretionary

3 terms

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.

sell-to-cover procedure financial

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

automatic, non-discretionary financial

"Oruka Therapeutics, Inc.'s automatic, non-discretionary, sell-to-cover procedure"

FAQ

What did Oruka Therapeutics (ORKA) CEO Lawrence Otto Klein report on this Form 4?

He reported an automatic sale of 1,729 shares of Oruka Therapeutics common stock at $69.69 per share, executed to cover tax withholding obligations tied to vesting restricted stock units.

Why were Oruka Therapeutics (ORKA) shares sold by the CEO in this filing?

The shares were sold under an automatic, non-discretionary sell-to-cover procedure. This mechanism sells enough shares to satisfy tax withholding obligations triggered by the vesting of restricted stock units.

How many Oruka Therapeutics (ORKA) shares did the CEO sell and at what price?

He sold 1,729 shares of common stock at $69.69 per share. The transaction is classified as an open-market sale but is described as part of a tax-related, automatic sell-to-cover process for RSU vesting.

How many Oruka Therapeutics (ORKA) shares does the CEO hold after this transaction?

Following the tax-related sale, Lawrence Otto Klein directly holds 925,580 shares of Oruka Therapeutics common stock. This shows he retains a substantial equity position in the company after the routine withholding transaction.

Does this Oruka Therapeutics (ORKA) Form 4 indicate a discretionary stock sale by the CEO?

The filing describes the sale as automatic and non-discretionary, used to cover tax withholding on vesting restricted stock units. That makes it more akin to a routine payroll tax event than a voluntary reduction of his ownership stake.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/15/2026 - 06:52 PM Learn about SEC filing dates

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^*

Klein Lawrence Otto

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)		1,729	D	$69.69	925,580	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, as attorney-in-fact for Lawrence Klein	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)