Fairmount group details major Oruka Therapeutics (ORKA) stake and block sale

Rhea-AI Filing Summary

Oruka Therapeutics, Inc. received an updated Schedule 13D/A from Fairmount-affiliated investors detailing their ownership and recent transactions in the company’s common stock. The reporting group discloses beneficial ownership of securities representing about 19.5% of Oruka’s common stock, based on 74,733,166 shares outstanding as of July 1, 2026.

The holdings include common shares, options, Pre-Funded Warrants and Series B non-voting convertible preferred stock that can convert into additional common shares, all subject to stated beneficial ownership limitations of 9.99% and 19.99%. On July 1, 2026, Fairmount Healthcare Fund II L.P. converted 42,641 Series B preferred shares into 3,553,410 common shares for no cash consideration and sold those shares in a block trade at $84.43 per share.

Insights

Equity ownership and filings analyst

Large Fairmount-led holder updates structure, reports sizable block trade.

The filing shows Fairmount-managed entities and related persons collectively holding securities representing roughly 19.5% of Oruka Therapeutics common stock on a converted basis. The position spans common shares, options, Pre-Funded Warrants and Series B non-voting convertible preferred stock, all under explicit beneficial ownership caps.

A key event is the July 1, 2026 conversion of 42,641 Series B preferred shares into 3,553,410 common shares for no cash, followed by a block sale of those shares at $84.43 per share by Fairmount Healthcare Fund II L.P. The group’s remaining stake is still near 20%, so the transaction adjusts composition more than it exits the position.

The filing also details beneficial ownership limitations of 9.99% and 19.99% that constrain how many shares can be issued or exercised at any time, with an automatic reduction of the Series B limit to 9.99% once Fairmount and affiliates beneficially own 9.0% or less. Subsequent company filings may further clarify any future conversions or warrant exercises under these caps.

Key Figures

Fairmount LLC beneficial ownership: 14,553,895 shares (19.47%) Total shares outstanding basis: 74,733,166 shares Fund II aggregate holdings: 11,980,587 shares (16.03%) +5 more

8 metrics

Fairmount LLC beneficial ownership 14,553,895 shares (19.47%) Securities beneficially owned by Fairmount Funds Management LLC as of July 1, 2026

Total shares outstanding basis 74,733,166 shares Common stock outstanding as of July 1, 2026 used for ownership percentages

Fund II aggregate holdings 11,980,587 shares (16.03%) Fairmount Healthcare Fund II L.P. beneficial ownership percentage of Oruka common stock

Co-Invest III holdings 2,573,308 shares (4.03%) Common shares held directly by Fairmount Healthcare Co-Invest III L.P.

Series B conversion 3,553,410 shares Common shares received by converting 42,641 Series B preferred shares on July 1, 2026

Block trade price $84.43 per share Price for 3,553,410 common shares sold by Fund II in a block trade on July 1, 2026

Pre-Funded Warrant cap 9.99% of outstanding Beneficial ownership limitation on exercising Pre-Funded Warrants

Series B conversion cap 19.99% of outstanding Beneficial ownership limitation on conversion of Series B preferred, reducing to 9.99% if ownership falls to 9.0% or less

Key Terms

Series B Non-Voting Convertible Preferred Stock, Pre-Funded Warrants, beneficial ownership limitation, Schedule 13D/A, +1 more

5 terms

Series B Non-Voting Convertible Preferred Stock financial

"convert 42,641 shares of Series B Non-Voting Convertible Preferred Stock into 3,553,410 shares of Common Stock"

A Series B non-voting convertible preferred stock is a class of company shares that gives holders financial priority—such as fixed dividends and first claim on assets if the company is sold—while not granting voting rights. It can be converted into regular common shares under set conditions, which matters to investors because conversion can increase upside participation but also dilute existing owners; the preference reduces downside risk like a safety buffer.

Pre-Funded Warrants financial

"shares of Common Stock issuable upon the exercise of Pre-Funded Warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficial ownership limitation regulatory

"The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99%"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Schedule 13D/A regulatory

"This Amendment No. 6 amends and supplements the statement on Schedule 13D"

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

block trade financial

"On July 1, 2026, Fund II sold in a block trade a total of 3,553,410 shares"

A block trade is a large, privately arranged sale or purchase of a company's shares or bonds between big investors, often negotiated to avoid upsetting the public market price. Think of it like selling a truckload of goods directly to one buyer instead of unloading it on a busy street — it moves a lot of supply at once and can signal shifting demand, affect immediate liquidity, and influence short-term stock prices.

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

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Available on EDGAR 07/01/2026 - 09:30 PM Accepted by SEC EDGAR 07/01/2026 - 09:30 PM Learn about SEC filing dates

FAQ

How much of Oruka Therapeutics (ORKA) do the Fairmount reporting persons currently beneficially own?

The Fairmount reporting group reports beneficial ownership of securities representing about 19.5% of Oruka Therapeutics’ common stock, based on 74,733,166 shares outstanding as of July 1, 2026, including common shares plus options, Pre-Funded Warrants and Series B preferred stock on an as-converted basis.

What recent share conversion did Fairmount report in this Oruka Therapeutics (ORKA) Schedule 13D/A?

On July 1, 2026, Fairmount Healthcare Fund II L.P. converted 42,641 shares of Series B non-voting convertible preferred stock into 3,553,410 shares of Oruka Therapeutics common stock, in accordance with the Series B Certificate of Designation, and this conversion was effected for no cash consideration.

What block trade in Oruka Therapeutics (ORKA) stock did Fairmount disclose?

The filing states that on July 1, 2026, Fairmount Healthcare Fund II L.P. sold 3,553,410 shares of Oruka Therapeutics common stock in a block trade at a price of $84.43 per share, immediately after converting those shares from Series B non-voting convertible preferred stock.

What are the beneficial ownership limitations on Fairmount’s Oruka Therapeutics (ORKA) Pre-Funded Warrants and Series B preferred?

The exercise of the Pre-Funded Warrants is limited to 9.99% of outstanding common stock, and the conversion of Series B preferred is limited to 19.99%. Once Fairmount and affiliates beneficially own 9.0% or less, the Series B preferred limit automatically reduces to 9.99%.

How many Oruka Therapeutics (ORKA) shares are outstanding for the ownership calculations in this 13D/A?

Row 13 calculations use 74,733,166 Oruka common shares outstanding as of July 1, 2026, including 60,312,101 shares reported outstanding April 30, 2026, plus shares from Series B conversions, options exercisable within 60 days, Pre-Funded Warrants and Series B preferred held by the reporting persons.

What individual and fund-level stakes in Oruka Therapeutics (ORKA) does this filing detail?

Fairmount Funds Management LLC reports 14,553,895 shares beneficially owned, or 19.47% of the class. Fairmount Healthcare Fund II L.P. reports 11,980,587 shares (16.03%), Fairmount Healthcare Co-Invest III L.P. holds 2,573,308 shares (4.03%), and Peter Harwin reports 14,572,917 shares, or 19.50%.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

ORUKA THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

687604108

(CUSIP Number)

Ms. Erin O'Connor
Fairmount Funds Management LLC, 200 Barr Harbor Drive, Suite 400
West Conshohocken, PA, 19428
(267) 262-5300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 687604108

1

Name of reporting person

Fairmount Funds Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,553,895.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,553,895.00

11

Aggregate amount beneficially owned by each reporting person

14,553,895.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.47 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

The securities (a) include (i) 1,131,954 shares of common stock, $0.001 par value per share (the "Common Stock"), 2,973,894 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 7,874,739 shares of Common Stock issuable upon conversion of 94,497 shares of Series B non-voting convertible preferred stock, par value $0.001 per share (the "Series B Preferred Stock"), directly held by Fairmount Healthcare Fund II L.P., a Delaware limited partnership ("Fund II"), and (ii) 2,573,308 shares of Common Stock directly held by Fairmount Healthcare Co-Invest III L.P., a Delaware limited partnership ("Co-Invest"), and (b) exclude 2,323,770 shares of Common Stock issuable upon exercise of Pre-Funded Warrants directly held by Fund II. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and the conversion of the Series B Preferred Stock is subject to a beneficial ownership limitation of 19.99%. The securities exclude shares of Common Stock issuable upon exercise of Pre-Funded Warrants in excess of such beneficial ownership limitation. At such time as Fairmount Funds Management LLC, a Delaware limited liability company and Securities and Exchange Commission registered investment adviser under the Investment Advisers Act of 1940 ("Fairmount"), and its affiliates beneficially own 9.0% or less of the Common Stock, the beneficial ownership limitation with respect to the Series B Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 74,733,166 shares of Common Stock outstanding as of July 1, 2026, consisting of (i) 60,312,101 shares of Common Stock outstanding as of April 30, 2026, as reported in the Company's Form 10-Q filed on May 13, 2026, (ii) 3,553,410 shares of Common Stock issued upon conversion of Series B Preferred Stock by the Reporting Persons on July 1, 2026, (iii) 19,022 shares underlying options that are currently exercisable or will be exercisable within 60 days of the date of this filing by the Reporting Persons, (iv) 2,973,894 shares of Common Stock underlying the 2,973,894 Pre-Funded Warrants, subject to the beneficial ownership limitation, and (iv) 7,874,739 shares of Common Stock underlying the 94,497 shares of Series B Preferred Stock owned by the Reporting Persons.

SCHEDULE 13D

CUSIP Number(s): 687604108

1

Name of reporting person

Fairmount Healthcare Fund II L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,980,587.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,980,587.00

11

Aggregate amount beneficially owned by each reporting person

11,980,587.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.03 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The securities (a) include 1,131,954 shares of Common Stock, 2,973,894 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants and 7,874,739 shares of Common Stock issuable upon conversion of 94,497 shares of Series B Preferred Stock and (b) exclude 2,323,770 shares of Common Stock issuable upon exercise of Pre-Funded Warrants. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and the conversion of the Series B Preferred Stock is subject to a beneficial ownership limitation of 19.99%. The securities exclude shares of Common Stock issuable upon exercise of Pre-Funded Warrants in excess of such beneficial ownership limitation. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the Common Stock, the beneficial ownership limitation with respect to the Series B Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 74,733,166 shares of Common Stock outstanding as of July 1, 2026, consisting of (i) 60,312,101 shares of Common Stock outstanding as of April 30, 2026, as reported in the Company's Form 10-Q filed on May 13, 2026, (ii) 3,553,410 shares of Common Stock issued upon conversion of Series B Preferred Stock by the Reporting Persons on July 1, 2026, (iii) 19,022 shares underlying options that are currently exercisable or will be exercisable within 60 days of the date of this filing by the Reporting Persons, (iv) 2,973,894 shares of Common Stock underlying the 2,973,894 Pre-Funded Warrants, subject to the beneficial ownership limitation and (v) 7,874,739 shares of Common Stock underlying the 94,497 shares of Series B Preferred Stock owned by the Reporting Persons.

SCHEDULE 13D

CUSIP Number(s): 687604108

1

Name of reporting person

Fairmount Healthcare Co-Invest III L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,573,308.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,573,308.00

11

Aggregate amount beneficially owned by each reporting person

2,573,308.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.03 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The securities listed represent 2,573,308 shares of Common Stock held directly by Co-Invest. Row 13 is based on 60,312,101 shares of Common Stock outstanding as of April 30, 2026, as reported in the Company's Form 10-Q filed on May 13, 2026.

SCHEDULE 13D

CUSIP Number(s): 687604108

1

Name of reporting person

Harwin Peter Evan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 19,022.00
8	Shared Voting Power 14,553,895.00
9	Sole Dispositive Power 19,022.00
10	Shared Dispositive Power 14,553,895.00

11

Aggregate amount beneficially owned by each reporting person

14,572,917.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.50 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The securities include (a) 19,022 shares of Common Stock issuable upon the exercise of options that are currently exercisable or will be exercisable within 60 days of the date of this filing held directly by Mr. Harwin*, (b) Fund II's direct holdings of (i) 1,131,954 shares of Common Stock, (ii) 2,973,894 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants, and (iii) 7,874,739 shares of Common Stock issuable upon conversion of 94,497 shares of Series B Preferred Stock held directly by Fund II, and (c) Co-Invest's direct holdings of 2,573,308 shares of Common Stock. The securities exclude 2,323,770 shares of Common Stock issuable upon exercise of Pre-Funded Warrants directly held by Fund II. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and the conversion of the Series B Preferred Stock is subject to a beneficial ownership limitation of 19.99%. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the Common Stock, the beneficial ownership limitation with respect to the Series B Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 74,733,166 shares of Common Stock outstanding as of July 1, 2026, consisting of (i) 60,312,101 shares of Common Stock outstanding as of April 30, 2026, as reported in the Company's Form 10-Q filed on May 13, 2026, (ii) 3,553,410 shares of Common Stock issued upon conversion of Series B Preferred Stock by the Reporting Persons on July 1, 2026, (iii) 19,022 shares underlying options that are currently exercisable or will be exercisable within 60 days of the date of this filing by the Reporting Persons, (iv) 2,973,894 shares of Common Stock underlying the 2,973,894 Pre-Funded Warrants, subject to the beneficial ownership limitation and (v) 7,874,739 shares of Common Stock underlying the 94,497 shares of Series B Preferred Stock owned by the Reporting Persons. * Under Mr. Harwin's arrangement with Fairmount, Mr. Harwin holds the options for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Harwin is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Harwin therefore disclaims beneficial ownership of the option and underlying common stock.

SCHEDULE 13D

CUSIP Number(s): 687604108

1

Name of reporting person

Kiselak Tomas

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SLOVAKIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,533,895.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,533,895.00

11

Aggregate amount beneficially owned by each reporting person

14,533,895.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.47 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The information in the "Comments" to the cover page for Fairmount Funds Management LLC above is hereby incorporated by reference.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: ORUKA THERAPEUTICS, INC.
(c)	Address of Issuer's Principal Executive Offices: 855 Oak Grove Avenue, Suite 100, Menlo Park, CALIFORNIA , 94025.
Item 1 Comment: This Amendment No. 6 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on September 6, 2024, Amendment No. 1 on September 13, 2024, Amendment No. 2 on November 21, 2024, Amendment No. 3 on March 10, 2025, Amendment No. 4 on September 19, 2025, and Amendment No. 5 on May 4, 2026 (as amended, the "Statement" or the "Schedule 13D") by the Reporting Persons with respect to the Common Stock of the Company. Unless otherwise defined herein, capitalized terms used in this Amendment No. 6 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On July 1, 2026, Fund II delivered to the Company a notice of conversion pursuant to Section 6.1 of the Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock (the "Certificate of Designation") to convert 42,641 shares of Series B Preferred Stock into 3,553,410 shares of Common Stock, in accordance with the terms of the Certificate of Designation. The conversion was effected for no cash consideration pursuant to the Certificate of Designation.
Item 5.	Interest in Securities of the Issuer
(a)	The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 6 is incorporated by reference herein. In the aggregate, the Reporting Persons' securities include (i) 3,705,262 shares of Common Stock, (ii) 19,022 shares of Common Stock issuable upon the exercise of options held by the Reporting Persons that are currently exercisable or will be exercisable within 60 days of the date of this filing, (iii) 2,973,894 shares of Common Stock underlying the 2,973,894 Pre-Funded Warrants, subject to the beneficial ownership limitation, and (iv) the 7,874,739 shares of Common Stock underlying the 94,497 shares of Series B Preferred Stock. The securities exclude 2,323,770 shares of Common Stock issuable upon conversion of 2,323,770 shares of Pre-Funded Warrants held directly by Fund II, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock.
(b)	The information in rows 7 through 10 of each of the cover pages of this Amendment No. 6 is incorporated by reference herein.
(c)	Item 5(c) of the Schedule 13D is hereby supplemented as follows: On July 1, 2026, Fund II sold in a block trade a total of 3,553,410 shares of Common Stock at a price of $84.43 per share.
Item 7.	Material to be Filed as Exhibits.
	99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of the Reporting Persons' Schedule 13D filed with the SEC on September 6, 2024).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Fairmount Funds Management LLC

Signature:	/s/ Peter Harwin
Name/Title:	Peter Harwin, Managing Member
Date:	07/01/2026

Signature:	/s/ Tomas Kiselak
Name/Title:	Tomas Kiselak, Managing Member
Date:	07/01/2026

Fairmount Healthcare Fund II L.P.

Signature:	/s/ Peter Harwin
Name/Title:	Peter Harwin, Managing Member
Date:	07/01/2026

Signature:	/s/ Tomas Kiselak
Name/Title:	Tomas Kiselak, Managing Member
Date:	07/01/2026

Fairmount Healthcare Co-Invest III L.P.

Signature:	/s/ Peter Harwin
Name/Title:	Peter Harwin, Managing Member
Date:	07/01/2026

Signature:	/s/ Tomas Kiselak
Name/Title:	Tomas Kiselak, Managing Member
Date:	07/01/2026

Harwin Peter Evan

Signature:	/s/ Peter Harwin
Name/Title:	Peter Harwin
Date:	07/01/2026

Kiselak Tomas

Signature:	/s/ Tomas Kiselak
Name/Title:	Tomas Kiselak
Date:	07/01/2026