Oruka Therapeutics (ORKA) CMO sells shares and exercises stock options

Rhea-AI Filing Summary

Oruka Therapeutics Chief Medical Officer Joana Goncalves reported option-related trades and share sales in Oruka Therapeutics, Inc. common stock. On June 15, 2026, she exercised options and warrants to acquire 7,000 shares at exercise prices of $7.80 and $6.84 per share, and sold 7,947 shares in multiple open-market transactions at weighted-average prices around $68–$71 per share.

Following these transactions, she directly held 32,718 shares of common stock. According to the footnotes, some sales were made under a pre-arranged Rule 10b5-1 trading plan entered into on September 19, 2025, and other sales were automatic sell-to-cover transactions to satisfy tax withholding obligations from vesting restricted stock units, indicating a largely routine, pre-planned liquidity and tax-management pattern.

Insider Trade Summary 10b5-1

Net Seller: 7,947 shares ($550,607)

Net Sell 8 txns

Insider Goncalves Joana

Role Chief Medical Officer

Sold 7,947 shs ($551K)

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	3,500	$0.00	--
Exercise	Employee Warrant (right to buy)	3,500	$0.00	--
Exercise	Common Stock	3,500	$6.84	$24K
Exercise	Common Stock	3,500	$7.80	$27K
Sale	Common Stock	1,636	$68.3839	$112K
Sale	Common Stock	5,064	$69.4209	$352K
Sale	Common Stock	300	$70.6233	$21K
Sale	Common Stock	947	$69.69	$66K

Holdings After Transaction: Employee Stock Option (right to buy) — 204,063 shares (Direct, null); Employee Warrant (right to buy) — 175,492 shares (Direct, null); Common Stock — 37,165 shares (Direct, null)

Footnotes (1)

1. Includes 288 shares acquired under the Oruka Therapeutics, Inc. stock purchase plan on June 8, 2026. These sales were effected pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.97 to $68.96, 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 (3), (4) and (5) 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 $68.98 to $69.83, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.29 to $70.79, inclusive. 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. 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. 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.

Key Figures

Shares sold: 7,947 shares Option and warrant exercises: 7,000 shares Exercise prices: $7.80 and $6.84 per share +3 more

6 metrics

Shares sold 7,947 shares Common stock sales on June 15, 2026

Option and warrant exercises 7,000 shares Common stock acquired via derivative exercises on June 15, 2026

Exercise prices $7.80 and $6.84 per share Employee warrant and stock option exercise prices

Post-transaction holdings 32,718 shares Direct common stock held after the reported trades

Highest reported sale price $70.79 per share Upper end of one weighted-average sale price range

Lowest reported sale price $67.97 per share Lower end of one weighted-average sale price range

Key Terms

Rule 10b5-1 trading plan, sell-to-cover, restricted stock units, Employee Stock Option (right to buy), +1 more

5 terms

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.

sell-to-cover financial

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

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

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.

Employee Stock Option (right to buy) financial

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

Employee Warrant (right to buy) financial

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/15/2026 - 06:54 PM Accepted by SEC EDGAR 06/15/2026 - 06:54 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).

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Medical 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		M		3,500	A	$6.84	37,165(1)	D
Common Stock	06/15/2026		M		3,500	A	$7.8	40,665	D
Common Stock	06/15/2026		S(2)		1,636	D	$68.3839(3)	39,029	D
Common Stock	06/15/2026		S(2)		5,064	D	$69.4209(4)	33,965	D
Common Stock	06/15/2026		S(2)		300	D	$70.6233(5)	33,665	D
Common Stock	06/15/2026		S(6)		947	D	$69.69	32,718	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	06/15/2026		M			3,500	(7)	05/06/2034	Common Stock	3,500	$0	204,063	D
Employee Warrant (right to buy)	$7.8	06/15/2026		M			3,500	(8)	07/14/2034	Common Stock	3,500	$0	175,492	D

Explanation of Responses:

1. Includes 288 shares acquired under the Oruka Therapeutics, Inc. stock purchase plan on June 8, 2026.

2. These sales were effected pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.97 to $68.96, 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 (3), (4) and (5) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.98 to $69.83, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.29 to $70.79, 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 Goncalves	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 transactions did Oruka Therapeutics (ORKA) report for its CMO?

Oruka Therapeutics reported that Chief Medical Officer Joana Goncalves exercised options and warrants for 7,000 common shares and sold 7,947 shares on June 15, 2026. After these transactions, she directly held 32,718 Oruka Therapeutics common shares.

Were Joana Goncalves’ ORKA share sales made under a Rule 10b5-1 plan?

Yes. A footnote states that certain sales were effected under a pre-arranged Rule 10b5-1 trading plan entered into on September 19, 2025. Such plans schedule trades in advance, making their timing more routine rather than discretionary.

How many Oruka Therapeutics (ORKA) shares did the CMO sell and at what prices?

Joana Goncalves sold 7,947 Oruka Therapeutics common shares in multiple open-market transactions. Weighted-average sale prices ranged roughly from $67.97 to $70.79 per share, with detailed price ranges described in the Form 4 footnotes.

What stock options or warrants did the Oruka Therapeutics CMO exercise?

She exercised employee options and warrants covering 7,000 Oruka Therapeutics common shares, with exercise prices of $7.80 and $6.84 per share. These derivative awards vest over time, beginning April 18, 2025, according to the vesting footnotes.

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

Yes. A footnote explains that some sales were automatic, non-discretionary sell-to-cover transactions used to satisfy tax withholding obligations triggered by vesting restricted stock units, indicating those dispositions were mainly for tax payments rather than discretionary selling.