Oruka Therapeutics options granted to Fairmount funds

Oruka Therapeutics, Inc. reported that investment vehicles managed by Fairmount Funds Management received a new stock option grant linked to its common stock.

Rhea-AI Filing Summary

Oruka Therapeutics, Inc. reported that investment vehicles managed by Fairmount Funds Management received a new stock option grant linked to its common stock. The option covers 9,136 shares with an exercise price of $55.23 per share and expires on June 1, 2036.

The option vests in equal monthly installments of 1/12 starting on June 2, 2026, contingent on continued service to Oruka Therapeutics. The filing explains that Peter Harwin holds the option for one or more Fairmount-managed funds and must deliver any net cash or stock from the option to Fairmount for those funds’ benefit.

Fairmount, Harwin, and Tomas Kiselak each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest. The transaction is characterized as a grant or award acquisition of a derivative security, rather than an open-market trade.

Insider Trade Summary

Grant/Award: 9,136 shares

Grant/Award 1 txn

Insider Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Fairmount Healthcare Co-Invest III L.P., Harwin Peter Evan, Kiselak Tomas

Role Director, 10% Owner | Director, 10% Owner | Director | Director, 10% Owner | Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	9,136	$0.00	$0.00

Holdings After Transaction: Stock Option (Right to Buy) — 9,136 contracts (Indirect, By: Peter Harwin)

Footnotes (2)

1. F1. This option represents a right to purchase 9,136 shares of the Issuer's common stock, which vests as to 1/12 of the option monthly from June 2, 2026, subject to the recipient's continued service to the Issuer.
2. F2. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II LP ("Fund II") and Fairmount Healthcare Co-Invest III L.P. ("Co-Invest"). Peter Harwin and Tomas Kiselak are the managers of Fairmount. Under Mr. Harwin's arrangement with Fairmount, Mr. Harwin holds the option for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Harwin is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

Key Figures

Option size: 9,136 shares Exercise price: $55.23 per share Expiration date: June 1, 2036 +2 more

5 metrics

Option size 9,136 shares Shares of Oruka Therapeutics common stock underlying the option

Exercise price $55.23 per share Conversion or exercise price of the stock option

Expiration date June 1, 2036 Option expiration for the stock option grant

Vesting schedule 1/12 monthly Vests monthly from June 2, 2026, over 12 months

Post-grant option holdings 9,136 options Total derivative shares following the reported transaction

Key Terms

Stock Option (Right to Buy), derivative security, beneficial ownership, pecuniary interest, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)""

derivative security financial

"The transaction is characterized as a grant or award acquisition of a derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

beneficial ownership financial

"disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of their pecuniary interest therein"

investment manager financial

"Fairmount Funds Management LLC is the investment manager for Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest III L.P."

FAQ

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

What insider transaction did ORKA disclose for Fairmount-related entities?

Oruka Therapeutics disclosed a grant of stock options covering 9,136 shares of common stock. The options were awarded as a derivative security to an entity associated with Fairmount funds, rather than purchased in the open market, and represent compensation-linked equity exposure.

What are the key terms of the Oruka Therapeutics (ORKA) option grant?

The option covers 9,136 shares at a $55.23 exercise price and expires on June 1, 2036. It vests monthly in 12 equal parts beginning June 2, 2026, conditioned on continued service to Oruka Therapeutics by the recipient.

Who effectively benefits from the new ORKA stock option grant?

The economic benefit is allocated to Fairmount-managed funds. The filing states that Peter Harwin holds the option for one or more Fairmount Funds and must turn over any net cash or stock from the option to Fairmount for those funds’ benefit.

How do Fairmount and its managers report beneficial ownership in this ORKA Form 4?

Fairmount, Peter Harwin, and Tomas Kiselak disclaim beneficial ownership of the reported securities, except for any pecuniary interest. This means they recognize only their economic stake, while clarifying limits on their beneficial ownership position under securities rules.

Is the ORKA Form 4 transaction an open-market buy or sell?

No, the ORKA Form 4 reports a grant or award of a stock option, classified as a derivative security. It is compensation-related, not an open-market purchase or sale of common shares, and therefore carries a different informational signal than discretionary trading.

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

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Accepted by SEC EDGAR 06/03/2026 - 04:45 PM EDT 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^*

Fairmount Funds Management LLC

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PENNSYLVANIA 19428

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

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

	Form filed by One Reporting Person
X	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

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)	$55.23	06/02/2026		A		9,136		(1)	06/01/2036	Common Stock	9,136	$0	9,136	I(2)	By: Peter Harwin

1. Name and Address of Reporting Person^*

Fairmount Funds Management LLC

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PENNSYLVANIA 19428

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Fairmount Healthcare Fund II L.P.

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PENNSYLVANIA 19428

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Fairmount Healthcare Co-Invest III L.P.

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PENNSYLVANIA 19428

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Harwin Peter Evan

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PENNSYLVANIA 19428

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Kiselak Tomas

(Last) (First) (Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN PENNSYLVANIA 19428

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This option represents a right to purchase 9,136 shares of the Issuer's common stock, which vests as to 1/12 of the option monthly from June 2, 2026, subject to the recipient's continued service to the Issuer.

2. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II LP ("Fund II") and Fairmount Healthcare Co-Invest III L.P. ("Co-Invest"). Peter Harwin and Tomas Kiselak are the managers of Fairmount. Under Mr. Harwin's arrangement with Fairmount, Mr. Harwin holds the option for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Harwin is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

Remarks:

Fairmount, Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest III L.P. may each be deemed a director by deputization of the Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a manager of Fairmount.

	/s/ Peter Harwin, Managing Member of Fairmount Funds Management LLC	06/03/2026
	/s/ Peter Harwin, Managing Member of Fairmount Healthcare Fund II L.P.	06/03/2026
	/s/ Peter Harwin, Managing Member of Fairmount Healthcare Co-Invest III L.P	06/03/2026
	/s/ Peter Harwin	06/03/2026
	/s/ Tomas Kiselak	06/03/2026
	** 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)