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Oruka Therapeutics CMO sells 7,947 shares

Oruka Therapeutics’ chief medical officer exercised options and warrants for 7,000 shares and sold 7,947 shares, largely under a Rule 10b5-1 plan and tax sell-to-cover.

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Oruka Therapeutics, Inc. reported that Chief Medical Officer Joana Goncalves exercised employee equity awards and sold shares on September 15, 2026. She exercised options for 3,500 shares at $6.84 per share and employee warrants for 3,500 shares at $7.80 per share, acquiring 7,000 shares of common stock. She then sold an aggregate of 7,947 common shares in a series of transactions at weighted average prices generally in the low- to mid-$90s, including sales made under a Rule 10b5-1 trading plan entered into on September 19, 2025 and a separate automatic sell-to-cover transaction to satisfy tax withholding on vested restricted stock units. Following the derivative exercises, she continued to hold 193,563 option shares and 164,992 warrant shares directly.

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Insights

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Insider Goncalves Joana
Role Chief Medical Officer
Sold 7,947 shs ($734K)
Approx. gross sale proceeds $734K
Approx. exercise cost $51K
Type Security Shares Price Value
Exercise Employee Stock Option (right to buy) F7 3,500 $0.00 $0.00
Exercise Employee Warrant (right to buy) F8 3,500 $0.00 $0.00
Exercise Common Stock 3,500 $6.84 $24K
Exercise Common Stock 3,500 $7.80 $27K
Sale Common Stock F1, F2 2,384 $91.0962 $217K
Sale Common Stock F1, F3 3,150 $92.0285 $290K
Sale Common Stock F1, F4 1,366 $92.9888 $127K
Sale Common Stock F1, F5 100 $94.2172 $9K
Sale Common Stock F6 947 $95.71 $91K
Holdings After Transaction: Employee Stock Option (right to buy) — 193,563 contracts (Direct); Employee Warrant (right to buy) — 164,992 contracts (Direct); Common Stock — 31,771 shares (Direct)
Footnotes (8)
  1. F1. These sales were effected pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025.
  2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.52 to $91.51, 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), (4) and (5) to this Form 4.
  3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.56 to $92.55, inclusive.
  4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.62 to $93.54, inclusive.
  5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.04 to $94.35, inclusive.
  6. F6. These 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.
  7. F7. 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.
  8. F8. 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.
Common shares sold 7,947 shares Total common stock sales by the CMO on September 15, 2026
Option exercise 3,500 shares at $6.84 per share Employee stock option into common stock, expiring May 6, 2034
Warrant exercise 3,500 shares at $7.80 per share Employee warrant into common stock, expiring July 14, 2034
Remaining option position 193,563 shares Option shares held directly after the reported option exercise
Remaining warrant position 164,992 shares Warrant shares held directly after the reported warrant exercise
Representative sale price $91.10 per share Weighted average price for 2,384 shares sold within a $90.52–$91.51 range
Tax sell-to-cover sale 947 shares at $95.71 per share Automatic sale to cover tax withholding on vested restricted stock units
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.
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.
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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did ORKA’s Chief Medical Officer report on September 15, 2026?

She reported exercising options and warrants for 7,000 common shares of Oruka Therapeutics, Inc., then selling 7,947 common shares in multiple transactions on September 15, 2026, with sales generally at weighted average prices in the low- to mid-$90s.

How many ORKA shares did the CMO sell and at what prices?

She sold a total of 7,947 common shares on September 15, 2026. Individual sale batches were reported at weighted average prices such as $91.10, $92.03, $92.99, $94.22 and $95.71 per share, each representing ranges disclosed in the footnotes.

Were the ORKA insider stock sales made under a Rule 10b5-1 trading plan?

Yes. The filing states that certain sales were effected pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025, indicating those trades were pre-arranged under an automatic trading program.

What options and warrants did the ORKA CMO exercise in this Form 4?

She exercised an employee stock option for 3,500 shares at $6.84 per share, expiring May 6, 2034, and an employee warrant for 3,500 shares at $7.80 per share, expiring July 14, 2034, receiving 7,000 common shares in total.

How many ORKA derivative awards does the CMO still hold after these transactions?

After the September 15, 2026 exercises, she directly held 193,563 option shares tied to an employee stock option and 164,992 warrant shares tied to an employee warrant, as reported in the post-transaction holdings for those derivative awards.

Did any ORKA share sales relate to tax withholding on restricted stock units?

Yes. A sale of 947 common shares at $95.71 per share was reported as being effected under an automatic, non-discretionary sell-to-cover procedure to satisfy tax withholding obligations from the vesting of restricted stock units.

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

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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)
09/15/2026
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 Stock09/15/2026M3,500A$6.8436,218D
Common Stock09/15/2026M3,500A$7.839,718D
Common Stock09/15/2026S(1)2,384D$91.0962(2)37,334D
Common Stock09/15/2026S(1)3,150D$92.0285(3)34,184D
Common Stock09/15/2026S(1)1,366D$92.9888(4)32,818D
Common Stock09/15/2026S(1)100D$94.2172(5)32,718D
Common Stock09/15/2026S(6)947D$95.7131,771D
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)$6.8409/15/2026M3,500 (7)05/06/2034Common Stock3,500$0193,563D
Employee Warrant (right to buy)$7.809/15/2026M3,500 (8)07/14/2034Common Stock3,500$0164,992D
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 $90.52 to $91.51, 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), (4) and (5) 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 $91.56 to $92.55, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.62 to $93.54, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.04 to $94.35, inclusive.
6. These 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.
7. 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.
8. 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 Goncalves09/15/2026
** 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)

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