Oruka Therapeutics (ORKA) COO exercises 5,000 warrants and sells 5,000 shares

Rhea-AI Filing Summary

Oruka Therapeutics, Inc. Chief Operating Officer Laura Lee Sandler reported a combination of option exercise and share sales. She exercised an employee warrant for 5,000 shares of common stock at $7.80 per share and received common stock.

On the same date, she sold 5,000 shares of common stock in open-market transactions, including 2,325 shares at a weighted average price of $33.2843 and 2,675 shares at a weighted average price of $33.8077. The sales were made under a pre-arranged Rule 10b5-1 trading plan. After these transactions, she directly owned 237,584 shares of Oruka Therapeutics common stock.

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

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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^*

Sandler Laura Lee

(Last) (First) (Middle)

C/O ORUKA THERAPEUTICS, INC.

855 OAK GROVE AVE., SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/02/2026		M		5,000	A	$7.8	242,584	D
Common Stock	03/02/2026		S(1)		2,325	D	$33.2843(2)	240,259	D
Common Stock	03/02/2026		S(1)		2,675	D	$33.8077(3)	237,584	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 Warrant (right to buy)	$7.8	03/02/2026		M			5,000	(4)	07/14/2034	Common Stock	5,000	$0	89,996	D

Explanation of Responses:

1. The sales reported in this Form 4 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 $32.66 to $33.64, 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) and (3) 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 $33.66 to $34.33, inclusive.

4. The warrant vests as to 1/4 of the underlying shares on April 3, 2025 and as to 1/48 of the underlying shares monthly from April 3, 2025.

	/s/ Paul Quinlan, as attorney-in-fact for Laura Sandler	03/02/2026
	** 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.
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FAQ

What insider transactions did Oruka Therapeutics (ORKA) report for Laura Lee Sandler?

Laura Lee Sandler exercised 5,000 warrants and sold 5,000 shares. She converted an employee warrant into common stock, then sold 2,325 and 2,675 shares in separate open-market transactions, all on the same date, and now directly holds 237,584 common shares.

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

The COO sold a total of 5,000 Oruka shares. She sold 2,325 shares at a weighted average price of $33.2843 and 2,675 shares at a weighted average price of $33.8077, with individual trades occurring within disclosed price ranges.

Were the Oruka Therapeutics (ORKA) insider sales under a Rule 10b5-1 plan?

Yes, the reported Oruka insider sales were under a Rule 10b5-1 plan. The filing states that the sales were executed pursuant to a trading plan entered into on September 19, 2025, providing a pre-arranged framework for selling shares.

How many Oruka Therapeutics (ORKA) shares does Laura Lee Sandler own after these transactions?

After the reported transactions, she owns 237,584 Oruka shares. This reflects her direct holdings of common stock following the 5,000-share warrant exercise and the subsequent 5,000 shares sold in open-market transactions on the reported date.

What derivative security did the Oruka Therapeutics (ORKA) COO exercise?

She exercised an employee warrant to buy Oruka common stock. The warrant covered 5,000 underlying shares at an exercise price of $7.80 per share, converting the derivative security into directly held common stock as disclosed in the Form 4 filing.

What price ranges applied to the Oruka Therapeutics (ORKA) insider sales?

The reported sale prices are weighted averages over price ranges. One sale tranche occurred between $32.66 and $33.64 per share, and the other between $33.66 and $34.33 per share, with the filing offering to provide detailed breakdowns upon request.