STOCK TITAN

Oruka Therapeutics (ORKA) SVP exercises options, sells shares to cover tax obligations

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Oruka Therapeutics, Inc. Senior Vice President, Finance Arjun Agarwal reported a mix of option exercises and related share sales in company common stock. On June 12, 2026, he exercised employee stock options for 8,000 shares at $12.50 per share and 1,459 shares at $34.39 per share, increasing his direct holdings.

On the same day and on June 15, 2026, he sold an aggregate of 9,854 shares of common stock in multiple open-market transactions at weighted average prices ranging from about the high $60s to around $70 per share. According to the footnotes, these sales were carried out under Oruka’s automatic, non-discretionary sell-to-cover procedure to satisfy tax withholding obligations tied to vesting of restricted stock units and were effected pursuant to a Rule 10b5-1 trading plan entered into on February 11, 2026.

Following these transactions, Agarwal directly holds 16,899 shares of Oruka Therapeutics common stock. The filing also notes that his holdings include 888 shares acquired through the company’s stock purchase plan on June 8, 2026.

Positive

  • None.

Negative

  • None.
Insider Agarwal Arjun
Role Senior Vice President, Finance
Sold 9,854 shs ($687K)
Type Security Shares Price Value
Sale Common Stock 395 $69.69 $28K
Exercise Employee Stock Option (right to buy) 8,000 $0.00 --
Exercise Employee Stock Option (right to buy) 1,459 $0.00 --
Exercise Common Stock 8,000 $12.50 $100K
Exercise Common Stock 1,459 $34.39 $50K
Sale Common Stock 1,859 $68.3419 $127K
Sale Common Stock 4,340 $69.8512 $303K
Sale Common Stock 3,260 $70.3392 $229K
Holdings After Transaction: Common Stock — 16,899 shares (Direct, null); Employee Stock Option (right to buy) — 110,000 shares (Direct, null)
Footnotes (1)
  1. Includes 888 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 February 11, 2026. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.87 to $68.71, 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 $69.07 to $70.06, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.07 to $70.86, inclusive. 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. The option vests as to 1/48 of the underlying shares monthly from January 1, 2025. The option vests as to 1/48 of the underlying shares monthly from January 1, 2026.
Shares sold 06/15/2026 395 shares at $69.69 Open-market sale of common stock on June 15, 2026
Shares sold 06/12/2026 block 1 3,260 shares at $70.3392 Open-market sale of common stock on June 12, 2026
Shares sold 06/12/2026 block 2 4,340 shares at $69.8512 Open-market sale of common stock on June 12, 2026
Shares sold 06/12/2026 block 3 1,859 shares at $68.3419 Open-market sale of common stock on June 12, 2026
Options exercised 1 8,000 shares at $12.50 Employee stock option exercise into common stock on June 12, 2026
Options exercised 2 1,459 shares at $34.39 Employee stock option exercise into common stock on June 12, 2026
Total shares sold 9,854 shares Aggregate common shares sold across reported S-code transactions
Shares held after transactions 16,899 shares Direct common stock holdings following June 15, 2026 sale
Rule 10b5-1 trading plan regulatory
"These sales were effected pursuant to a Rule 10b5-1 trading plan entered into on February 11, 2026."
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 procedure financial
"The reported sales were effected pursuant to Oruka Therapeutics, Inc.'s automatic, non-discretionary, sell-to-cover procedure to satisfy tax withholding obligations..."
restricted stock units financial
"sell-to-cover procedure to satisfy 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.
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions..."
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.
stock purchase plan financial
"Includes 888 shares acquired under the Oruka Therapeutics, Inc. stock purchase plan on June 8, 2026."
A stock purchase plan is a company-run program that lets employees or qualifying investors buy the company’s shares regularly, often through paycheck deductions and sometimes at a discounted price or with matching contributions. It matters because it encourages ownership—like a workplace discount for buying company products—aligning interests between holders and managers, while affecting share supply and potential value for outside investors.
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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*
Agarwal Arjun

(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)
Senior Vice President, Finance
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026
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 Stock06/12/2026M8,000A$12.525,294(1)D
Common Stock06/12/2026M1,459A$34.3926,753D
Common Stock06/12/2026S(2)1,859D$68.3419(3)24,894D
Common Stock06/12/2026S(2)4,340D$69.8512(4)20,554D
Common Stock06/12/2026S(2)3,260D$70.3392(5)17,294D
Common Stock06/15/2026S(6)395D$69.6916,899D
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)$12.506/12/2026M8,000 (7)01/21/2035Common Stock8,000$0110,000D
Employee Stock Option (right to buy)$34.3906/12/2026M1,459 (8)01/22/2036Common Stock1,459$062,708D
Explanation of Responses:
1. Includes 888 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 February 11, 2026.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.87 to $68.71, 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 $69.07 to $70.06, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.07 to $70.86, inclusive.
6. 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.
7. The option vests as to 1/48 of the underlying shares monthly from January 1, 2025.
8. The option vests as to 1/48 of the underlying shares monthly from January 1, 2026.
/s/ Paul Quinlan, as attorney-in-fact for Arjun Agarwal06/15/2026
** 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)

FAQ

What transactions did Oruka Therapeutics (ORKA) executive Arjun Agarwal report?

Arjun Agarwal reported exercising stock options and related share sales. He exercised options for 9,459 common shares, then sold 9,854 shares in multiple transactions, primarily to cover tax obligations from restricted stock unit vesting under automatic procedures.

How many Oruka Therapeutics (ORKA) shares did Arjun Agarwal sell and at what prices?

Agarwal sold a total of 9,854 Oruka Therapeutics common shares. The reported weighted average sale prices ranged from about $67.87 to $70.86 per share, executed across several open-market transactions as detailed in the Form 4 footnotes.

Were Arjun Agarwal’s ORKA share sales discretionary or under a plan?

The share sales were not purely discretionary. Footnotes state they were executed under Oruka’s automatic, non-discretionary sell-to-cover procedure and pursuant to a Rule 10b5-1 trading plan entered into on February 11, 2026, aligning them with pre-arranged tax and trading frameworks.

How many Oruka Therapeutics (ORKA) shares does Arjun Agarwal hold after these transactions?

After the reported transactions, Agarwal directly holds 16,899 shares of Oruka Therapeutics common stock. This figure reflects his position following the option exercises and subsequent share sales disclosed in the Form 4 filing for June 12 and June 15, 2026.

What stock options did Arjun Agarwal exercise in Oruka Therapeutics (ORKA)?

He exercised employee stock options covering 8,000 shares at $12.50 per share and 1,459 shares at $34.39 per share. These exercises converted derivative positions into common stock, preceding the tax-related share sales described in the same Form 4.

What is the significance of the Rule 10b5-1 trading plan mentioned for ORKA?

The filing notes that the sales were effected under a Rule 10b5-1 trading plan. Such plans pre-schedule trades when the insider is not aware of material nonpublic information, making the timing more routine and reducing interpretation of the trades as opportunistic.