STOCK TITAN

Oruka Therapeutics (ORKA) CMO sells 7,000 shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Oruka Therapeutics, Inc. executive Joana Goncalves (Chief Medical Officer) reported a series of equity transactions on August 17, 2026. She exercised 3,500 stock options at $6.84 and 3,500 employee warrants at $7.80 to acquire a total of 7,000 shares of common stock, then sold 7,000 shares in multiple open-market transactions at weighted average prices between approximately $109.05 and $112.86. Following these exercises, she held 197,063 options and 168,492 warrants directly. The sales were effected pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025.

Positive

  • None.

Negative

  • None.
Insider Goncalves Joana
Role Chief Medical Officer
Sold 7,000 shs ($783K)
Approx. gross sale proceeds $783K
Approx. exercise cost $51K
Approx. pre-tax spread $732K
Type Security Shares Price Value
Exercise Employee Stock Option (right to buy) F6 3,500 $0.00 $0.00
Exercise Employee Warrant (right to buy) F7 3,500 $0.00 $0.00
Exercise Common Stock 3,500 $6.84 $24K
Exercise Common Stock 3,500 $7.80 $27K
Sale Common Stock F1, F2 900 $109.6522 $99K
Sale Common Stock F1, F3 300 $110.5167 $33K
Sale Common Stock F1, F4 3,320 $112.0138 $372K
Sale Common Stock F1, F5 2,480 $112.5622 $279K
Holdings After Transaction: Employee Stock Option (right to buy) — 197,063 shares (Direct); Employee Warrant (right to buy) — 168,492 shares (Direct); Common Stock — 32,718 shares (Direct)
Footnotes (7)
  1. F1. These sales were effected pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025.
  2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.05 to $110.04, 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), (4) and (5) to this Form 4.
  3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.27 to $111.00, inclusive.
  4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.34 to $112.33, inclusive.
  5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.34 to $112.86, inclusive.
  6. F6. 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. F7. 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.
Options Exercised 3,500 shares Employee Stock Option exercised on August 17, 2026 at $6.84 per share
Warrants Exercised 3,500 shares Employee Warrant exercised on August 17, 2026 at $7.80 per share
Shares Sold (Tranche 1) 900 shares at $109.6522 Open-market sale of common stock on August 17, 2026, weighted average price
Shares Sold (Tranche 2) 300 shares at $110.5167 Open-market sale of common stock on August 17, 2026, weighted average price
Shares Sold (Tranche 3) 3,320 shares at $112.0138 Open-market sale of common stock on August 17, 2026, weighted average price
Shares Sold (Tranche 4) 2,480 shares at $112.5622 Open-market sale of common stock on August 17, 2026, weighted average price
Options Remaining 197,063 options Employee Stock Options directly held after the option exercise
Warrants Remaining 168,492 warrants Employee Warrants directly held after the warrant exercise
Rule 10b5-1 trading plan financial
"These sales were effected pursuant to a Rule 10b5-1 trading plan"
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.
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.
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)"

FAQ

What did ORKA’s Chief Medical Officer Joana Goncalves do in this Form 4 filing?

Joana Goncalves exercised 7,000 derivative rights (options and warrants) into common stock and then sold 7,000 shares on August 17, 2026. These trades combined derivative exercises with open-market sales, all reported as directly owned transactions.

How many Oruka Therapeutics (ORKA) shares did Joana Goncalves sell and at what prices?

She sold a total of 7,000 shares of common stock across four transactions: 900 shares at $109.6522, 300 shares at $110.5167, 3,320 shares at $112.0138, and 2,480 shares at $112.5622, each price reported as a weighted average.

What options and warrants did Joana Goncalves exercise in the ORKA Form 4?

She exercised 3,500 Employee Stock Options with an exercise price of $6.84 and 3,500 Employee Warrants with an exercise price of $7.80. Each derivative converted into common stock on August 17, 2026.

Were Joana Goncalves’s ORKA stock 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. This indicates the sale instructions were pre-arranged under that plan.

What ORKA derivative holdings does Joana Goncalves report after these transactions?

After the reported exercises, she directly holds 197,063 Employee Stock Options and 168,492 Employee Warrants. These figures show remaining derivative rights following the 3,500-option and 3,500-warrant exercises disclosed for August 17, 2026.

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

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SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Medical Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/17/2026M3,500A$6.8436,218D
Common Stock08/17/2026M3,500A$7.839,718D
Common Stock08/17/2026S(1)900D$109.6522(2)38,818D
Common Stock08/17/2026S(1)300D$110.5167(3)38,518D
Common Stock08/17/2026S(1)3,320D$112.0138(4)35,198D
Common Stock08/17/2026S(1)2,480D$112.5622(5)32,718D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)$6.8408/17/2026M3,500 (6)05/06/2034Common Stock3,500$0197,063D
Employee Warrant (right to buy)$7.808/17/2026M3,500 (7)07/14/2034Common Stock3,500$0168,492D
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 $109.05 to $110.04, 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), (4) and (5) 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 $110.27 to $111.00, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.34 to $112.33, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.34 to $112.86, inclusive.
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 Goncalves08/17/2026
** Signature of Reporting PersonDate
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)