Oruka Therapeutics (ORKA) CMO sells 7,000 shares after exercising options

Rhea-AI Filing Summary

Oruka Therapeutics Chief Medical Officer Joana Goncalves exercised employee derivatives and sold shares in a routine, pre-planned transaction. She exercised 3,500 employee stock options at $6.84 per share and 3,500 employee warrants at $7.80 per share, receiving 7,000 shares of common stock.

On the same date, she sold 7,000 common shares in open-market transactions at weighted average prices of $65.73, $66.56 and $67.38, pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025. Following these trades, she directly holds 33,377 shares of Oruka Therapeutics common stock, along with substantial remaining options and warrants.

Insights

Equity compensation & insider-trading analyst

Routine exercise-and-sell under a 10b5-1 plan with sizable remaining stake.

Joana Goncalves, Chief Medical Officer of Oruka Therapeutics, exercised 3,500 employee stock options at $6.84 and 3,500 employee warrants at $7.80 to acquire 7,000 common shares. These actions convert part of her derivative compensation into equity.

She then sold 7,000 shares in open-market transactions at weighted average prices around $65–$67. A footnote states these sales were made under a pre-arranged Rule 10b5-1 trading plan entered on September 19, 2025, indicating routine, scheduled liquidity rather than opportunistic timing.

After the transactions, she still directly holds 33,377 common shares and retains 211,063 employee stock options at $6.84 and 182,492 employee warrants at $7.80. Given the modest net share reduction relative to her overall position and the 10b5-1 structure, this filing is best viewed as neutral from a signaling perspective.

Insider Trade Summary 10b5-1

Net Seller: 7,000 shares ($462,830)

Net Sell 7 txns

Insider Goncalves Joana

Role Chief Medical Officer

Sold 7,000 shs ($463K)

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	4,227	$65.7291	$278K
Sale	Common Stock	2,273	$66.5643	$151K
Sale	Common Stock	500	$67.384	$34K

Holdings After Transaction: Employee Stock Option (right to buy) — 211,063 shares (Direct); Employee Warrant (right to buy) — 182,492 shares (Direct); Common Stock — 36,877 shares (Direct)

Footnotes (1)

1. 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 $65.31 to $66.29, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.31 to $67.15, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.35 to $67.41, inclusive. 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

Options exercised: 3,500 shares at $6.84 Warrants exercised: 3,500 shares at $7.80 Shares sold: 7,000 shares +4 more

7 metrics

Options exercised 3,500 shares at $6.84 Employee stock options exercised on April 15, 2026

Warrants exercised 3,500 shares at $7.80 Employee warrants exercised on April 15, 2026

Shares sold 7,000 shares Open-market sales on April 15, 2026

Sale prices $65.7291, $66.5643, $67.3840 Weighted average prices for three sale blocks

Common shares held 33,377 shares Direct ownership after transactions

Options remaining 211,063 options at $6.84 Employee stock options outstanding after exercise

Warrants remaining 182,492 warrants at $7.80 Employee warrants outstanding after exercise

Key Terms

Rule 10b5-1 trading plan, Employee Stock Option (right to buy), Employee Warrant (right to buy), weighted average price, +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.

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)"

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.

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

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)
04/15/2026

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	04/15/2026		M		3,500	A	$6.84	36,877	D
Common Stock	04/15/2026		M		3,500	A	$7.8	40,377	D
Common Stock	04/15/2026		S(1)		4,227	D	$65.7291(2)	36,150	D
Common Stock	04/15/2026		S(1)		2,273	D	$66.5643(3)	33,877	D
Common Stock	04/15/2026		S(1)		500	D	$67.384(4)	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	04/15/2026		M			3,500	(5)	05/06/2034	Common Stock	3,500	$0	211,063	D
Employee Warrant (right to buy)	$7.8	04/15/2026		M			3,500	(6)	07/14/2034	Common Stock	3,500	$0	182,492	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 $65.31 to $66.29, 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 $66.31 to $67.15, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.35 to $67.41, inclusive.

5. 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.

6. 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	04/15/2026
	** 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 ORKA’s Chief Medical Officer report on this Form 4?

The Form 4 shows Joana Goncalves exercised 3,500 employee stock options at $6.84 and 3,500 employee warrants at $7.80, acquiring 7,000 Oruka Therapeutics common shares, and then sold 7,000 shares in multiple open-market transactions at weighted average prices around $65–$67.

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

Joana Goncalves sold a total of 7,000 Oruka Therapeutics common shares. The reported weighted average sale prices were $65.7291, $66.5643, and $67.3840, with individual trades executed within narrow ranges around each average price, as detailed in the Form 4 footnotes.

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

Yes. A footnote states the sales were effected pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025. Such pre-arranged plans allow insiders to systematically sell shares over time, reducing the significance of short-term market timing for these transactions.

What options and warrants does the Oruka Therapeutics CMO retain after these transactions?

After exercising 3,500 options and 3,500 warrants, Joana Goncalves still holds 211,063 employee stock options at an exercise price of $6.84 and 182,492 employee warrants at $7.80. These derivative awards continue to provide substantial equity-based exposure to Oruka Therapeutics’ share price.

How many Oruka Therapeutics (ORKA) common shares does the CMO own following the Form 4 trades?

Following the reported exercise and sale transactions, Joana Goncalves directly holds 33,377 shares of Oruka Therapeutics common stock. This figure reflects her remaining direct equity stake after acquiring 7,000 shares via derivative exercises and selling 7,000 shares in open-market transactions on the same date.

What vesting schedules apply to the ORKA employee option and warrant exercised in this filing?

Footnotes explain that both the option and warrant vest as to one-quarter of the underlying shares on April 18, 2025, with the remaining three-quarters vesting in equal monthly installments over 48 months from that date. This structure gradually delivers equity as ongoing compensation.