RTW Investments, LP and Roderick Wong, M.D. report beneficial ownership of Oruka Therapeutics, Inc. common stock. They disclose holdings of 2,058,148 shares of common stock, representing 4.3% of the class, tied to an event dated 12/31/2025.
The percentage is based on 48,409,232 shares outstanding as of October 31, 2025, as reported in Oruka’s Form 10-Q. RTW and Dr. Wong report no sole voting or dispositive power, but shared voting and dispositive power over all 2,058,148 shares through RTW-managed funds, which receive dividends and sale proceeds.
They file on a passive basis, certifying the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Oruka Therapeutics.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
ORUKA THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
687604108
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
687604108
1
Names of Reporting Persons
RTW Investments, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,058,148.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,058,148.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,058,148.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.3 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
687604108
1
Names of Reporting Persons
Roderick Wong
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,058,148.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,058,148.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,058,148.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.3 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ORUKA THERAPEUTICS, INC.
(b)
Address of issuer's principal executive offices:
855 Oak Grove Avenue, Suite 100, Menlo Park, CA, 94025 .
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.001 per share (the "Shares") of Oruka Therapeutics, Inc. (the "Company") directly held by the RTW Funds; and
(ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)
Citizenship:
RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP No.:
687604108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth in Row 11 of the cover pages are calculated based upon 48,409,232 Shares outstanding as of October 31, 2025 as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025.
(b)
Percent of class:
RTW Investments: 4.3%
Dr. Wong: 4.3%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
RTW Investments: 0
Dr. Wong: 0
(ii) Shared power to vote or to direct the vote:
RTW Investments: 2,058,148 Shares
Dr. Wong: 2,058,148 Shares
(iii) Sole power to dispose or to direct the disposition of:
RTW Investments: 0
Dr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
RTW Investments: 2,058,148 Shares
Dr. Wong: 2,058,148 Shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
RTW Investments, LP
Signature:
/s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D., Managing Partner
Date:
02/17/2026
Roderick Wong
Signature:
s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D.
Date:
02/17/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on May 15, 2025).
How much of Oruka Therapeutics (ORKA) do RTW Investments and Roderick Wong own?
RTW Investments and Roderick Wong report beneficial ownership of 2,058,148 shares of Oruka Therapeutics common stock, representing 4.3% of the outstanding shares. This percentage is calculated using 48,409,232 shares outstanding as of October 31, 2025, from Oruka’s Form 10-Q.
What type of filing did RTW submit for Oruka Therapeutics (ORKA)?
They submitted an amended Schedule 13G/A, which is a beneficial ownership report for certain large shareholders. This amendment reflects their current holdings in Oruka Therapeutics common stock and confirms a passive investment intent rather than a plan to influence corporate control.
Do RTW Investments and Roderick Wong control voting for their Oruka (ORKA) shares?
They report no sole voting power but shared voting power over 2,058,148 Oruka shares. They also have shared dispositive power over the same amount, meaning voting and sale decisions are made jointly through RTW-managed funds holding the shares.
On what share count is RTW’s 4.3% Oruka (ORKA) ownership based?
The reported 4.3% ownership is calculated using 48,409,232 shares outstanding as of October 31, 2025. This share count comes from Oruka Therapeutics’ Quarterly Report on Form 10-Q filed with the SEC and is used to determine RTW’s ownership percentage.
Are RTW Investments and Roderick Wong passive investors in Oruka Therapeutics (ORKA)?
Yes. They certify the securities were acquired and are held in the ordinary course of business and not for changing or influencing control of Oruka Therapeutics. This language is consistent with a passive Schedule 13G filing rather than an activist position.
Who actually receives dividends from the Oruka (ORKA) shares held by RTW?
The filing states that the RTW Funds have the right to receive, or direct the receipt of, dividends and sale proceeds from the reported Oruka shares. RTW Investments acts as investment adviser, and Roderick Wong is its Managing Partner and Chief Investment Officer.