Oruka Therapeutics (ORKA) CMO exercises options and sells 7,641 shares

Rhea-AI Filing Summary

Oruka Therapeutics Chief Medical Officer Joana Goncalves exercised equity awards and sold shares in a pre-planned, tax-related transaction. She exercised employee stock options and an employee warrant covering a total of 7,000 shares of common stock at exercise prices of $6.84 and $7.80 per share.

On the same date, she sold 7,641 shares of common stock in multiple open-market transactions at weighted average prices between approximately $39.65 and $42.28. The filing states these sales were made under a Rule 10b5-1 trading plan and Oruka’s automatic, non-discretionary sell-to-cover procedure for tax withholding. Following the transactions, she directly holds 33,377 common shares.

Insights

Equity compensation and insider-trading analyst

Routine option exercises with tax-related, pre-planned share sales; modest net reduction in holdings.

Joana Goncalves, Chief Medical Officer of Oruka Therapeutics, exercised employee options and a warrant for 7,000 common shares at exercise prices of $6.84 and $7.80. This converts derivative compensation into actual stock, a standard part of equity-based pay.

She then sold 7,641 common shares in several open-market trades at weighted average prices between $39.65 and $42.28. Footnotes explain these sales were executed under a Rule 10b5-1 trading plan and the company’s automatic, non-discretionary sell-to-cover procedure to satisfy tax withholding on restricted stock unit vesting, indicating mechanistic rather than discretionary timing.

After these transactions, Goncalves directly holds 33,377 common shares. Because the sales are tied to compensation and tax obligations and follow a pre-established plan, they typically carry limited informational value about her view of Oruka Therapeutics’ prospects. Overall, this appears to be routine equity compensation management rather than a thesis-changing insider move.

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

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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 CA 94025

(City) (State) (Zip)

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)
	Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/16/2026		M		3,500	A	$6.84	37,518	D
Common Stock	03/16/2026		M		3,500	A	$7.8	41,018	D
Common Stock	03/16/2026		S(1)		2,921	D	$40.1091(2)	38,097	D
Common Stock	03/16/2026		S(1)		2,902	D	$41.2022(3)	35,195	D
Common Stock	03/16/2026		S(1)		1,177	D	$41.9361(4)	34,018	D
Common Stock	03/16/2026		S(5)		641	D	$41.3	33,377	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
Employee Stock Option (right to buy)	$6.84	03/16/2026		M			3,500	(6)	05/06/2034	Common Stock	3,500	$0	214,563	D
Employee Warrant (right to buy)	$7.8	03/16/2026		M			3,500	(7)	07/14/2034	Common Stock	3,500	$0	185,992	D

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 $39.65 to $40.64, 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 $40.72 to $41.70, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.75 to $42.28, inclusive.

5. 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.

6. 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.

7. 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 Goncalves	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Oruka Therapeutics reported that Chief Medical Officer Joana Goncalves exercised employee options and a warrant for 7,000 common shares, then sold 7,641 shares in multiple open-market transactions. The trades occurred on March 16, 2026 and were tied to compensation and tax obligations.

Were the Oruka Therapeutics (ORKA) insider share sales pre-planned under a Rule 10b5-1 plan?

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan entered into on September 19, 2025. Such plans pre-schedule trades, making the timing more routine and reducing the informational value of the specific sale dates for outside investors.

What prices were involved in Joana Goncalves’ Oruka Therapeutics (ORKA) transactions?

Her equity awards were exercised at $6.84 and $7.80 per share. The subsequent sales of 7,641 common shares occurred in multiple transactions at weighted average prices between approximately $39.65 and $42.28, as detailed in the filing’s price range footnotes.

How many Oruka Therapeutics (ORKA) shares does Joana Goncalves hold after these Form 4 transactions?

Following the reported exercises and sales, the Form 4 shows that Joana Goncalves directly holds 33,377 shares of Oruka Therapeutics common stock. This figure reflects her position after converting derivative awards and completing the related, tax-focused share sales on March 16, 2026.

Were Joana Goncalves’ Oruka Therapeutics (ORKA) sales related to tax withholding on equity awards?

Yes. A footnote explains that the sales were conducted under Oruka Therapeutics’ automatic, non-discretionary sell-to-cover procedure. This mechanism sells shares to satisfy tax withholding obligations arising from restricted stock unit vesting, indicating the transactions are largely driven by tax compliance rather than portfolio timing.

What kind of securities did Joana Goncalves exercise at Oruka Therapeutics (ORKA)?

She exercised an employee stock option and an employee warrant, each covering 3,500 underlying shares of Oruka Therapeutics common stock. The option and warrant carried exercise prices of $6.84 and $7.80 per share, respectively, and were originally scheduled to expire in 2034.