Oruka Therapeutics CEO sells 2,452 shares

Oruka Therapeutics’ CEO had shares sold automatically to cover taxes on RSU vesting while retaining a large direct stake.

Available on EDGAR 09/15/2026 - 07:15 PM EDT Accepted by SEC EDGAR 09/15/2026 - 07:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Oruka Therapeutics, Inc. (ORKA) reported that Chief Executive Officer and director Lawrence Otto Klein had 2,452 shares of common stock sold on September 15, 2026 at $95.71 per share. The company states these sales were automatic, non-discretionary sell-to-cover transactions for tax withholding on vested restricted stock units, leaving Klein with 923,128 shares held directly.

Insider Trade Summary

Net Seller: 2,452 shares

Net Sell 1 txn

Insider Klein Lawrence Otto

Role Chief Executive Officer

Sold 2,452 shs ($235K)

Share of Position Sold 0.26%

Type	Security	Shares	Price	Value
Sale	Common Stock F1	2,452	$95.71	$235K

Holdings After Transaction: Common Stock — 923,128 shares (Direct)

Holdings Before and After: Common Stock, 925,580 to 923,128 shares (Direct)

Other Insiders: 4 other insiders reported open-market sales of this stock in the 30 days up to this filing.

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: 2,452 shares Sale price per share: $95.71 per share Shares held after transaction: 923,128 shares

3 metrics

Shares sold 2,452 shares Common stock sold on September 15, 2026 in an automatic sell-to-cover transaction

Sale price per share $95.71 per share Price for the 2,452 shares of common stock sold on September 15, 2026

Shares held after transaction 923,128 shares Direct ownership of CEO Lawrence Otto Klein following the September 15, 2026 sale

Key Terms

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

3 terms

sell-to-cover financial

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

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.

non-discretionary financial

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

FAQ

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

What insider transaction did ORKA disclose for its CEO?

ORKA disclosed that CEO and director Lawrence Otto Klein had 2,452 shares of common stock sold on September 15, 2026 at $95.71 per share. The company describes the transaction as an automatic, non-discretionary sell-to-cover for tax withholding on vested restricted stock units.

How many ORKA shares does the CEO hold after the reported sale?

After the reported sell-to-cover transaction, CEO Lawrence Otto Klein holds 923,128 shares of Oruka Therapeutics common stock directly. This figure reflects his position immediately following the September 15, 2026 tax-related sale tied to restricted stock unit vesting.

Was the ORKA CEO’s September 15, 2026 sale part of a discretionary trade?

The sale is described as automatic and non-discretionary, executed under Oruka Therapeutics’ sell-to-cover procedure. It was used to satisfy tax withholding obligations arising from the vesting of restricted stock units, rather than being a discretionary open-market sale for portfolio reasons.

How many ORKA shares were sold and at what price in this Form 4?

The filing reports that 2,452 shares of Oruka Therapeutics common stock were sold at a price of $95.71 per share on September 15, 2026. The company links these sales to its automatic sell-to-cover process for RSU-related tax withholding.

Does the ORKA Form 4 indicate use of a Rule 10b5-1 trading plan?

No. The document-level Rule 10b5-1 checkbox is not checked, and there is no footnote stating that the transaction was made under a Rule 10b5-1 trading plan. Instead, the company cites its own automatic, non-discretionary sell-to-cover procedure for RSU tax withholding.

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

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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)
09/15/2026

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	09/15/2026		S(1)		2,452	D	$95.71	923,128	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	09/15/2026
	** 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)