Oruka Therapeutics (ORKA): Venrock group reports 7.4% ownership stake

Rhea-AI Filing Summary

Oruka Therapeutics, Inc. has a large shareholder group led by Venrock Healthcare Capital funds that collectively report beneficial ownership of 4,556,952 shares of common stock, representing 7.4% of the company as of June 30, 2026. These shares are held through Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, L.P., and Venrock Healthcare Capital Partners EG, L.P., together with related management entities and individuals Nimish Shah and Bong Y. Koh.

The ownership includes common stock and Pre-Funded Warrants exercisable for additional shares. The percentage calculation is based on 60,312,101 shares outstanding as of April 30, 2026, plus 800,433 shares issued upon warrant exercises by the reporting persons and 408,524 shares issuable upon exercise of Pre-Funded Warrants. The reporting persons have 0 sole and 4,556,952 shared voting and dispositive power over these shares.

Key Figures

Beneficial ownership: 4,556,952 shares Ownership percentage: 7.4% Shares outstanding baseline: 60,312,101 shares +4 more

7 metrics

Beneficial ownership 4,556,952 shares Aggregate shares beneficially owned by the reporting persons as of June 30, 2026

Ownership percentage 7.4% Percent of Oruka Therapeutics common stock class beneficially owned

Shares outstanding baseline 60,312,101 shares Common stock outstanding as of April 30, 2026 used for ownership calculation

Shares from exercised warrants 800,433 shares Common shares issued upon exercise of Warrants by reporting persons after April 30, 2026

Shares issuable from Pre-Funded Warrants 408,524 shares Common shares issuable upon exercise of Pre-Funded Warrants held by reporting persons

VHCP III common stock 853,998 shares Common shares held by Venrock Healthcare Capital Partners III, L.P.

VHCP III Pre-Funded Warrants 89,747 shares Common shares issuable upon exercise of VHCP III Pre-Funded Warrants

Key Terms

Pre-Funded Warrants, beneficially owned, shared dispositive power, shared voting power, +1 more

5 terms

Pre-Funded Warrants financial

"pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 89,747 shares"

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.

beneficially owned financial

"sets forth the aggregate number of shares of common stock ... beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared dispositive power financial

"Shared Dispositive Power 4,556,952.00"

shared voting power financial

"Shared Voting Power 4,556,952.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

percent of class financial

"Row 11 ... sets forth the percentages of the shares of common stock"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

How much of Oruka Therapeutics (ORKA) do the Venrock Healthcare funds own?

The Venrock Healthcare reporting group collectively beneficially owns 4,556,952 shares of Oruka Therapeutics common stock, representing 7.4% of the outstanding shares as of June 30, 2026.

How is the 7.4% ownership in Oruka Therapeutics (ORKA) calculated?

The 7.4% stake is based on 60,312,101 shares outstanding on April 30, 2026, plus 800,433 shares issued upon warrant exercises and 408,524 shares issuable upon exercise of Pre-Funded Warrants.

What securities do the Venrock entities hold in Oruka Therapeutics (ORKA)?

Their holdings include common stock and Pre-Funded Warrants exercisable for additional common shares across VHCP III, VHCP Co-Investment III, and VHCP EG, aggregating to 4,556,952 beneficially owned shares.

Who are the reporting persons on this Oruka Therapeutics (ORKA) Schedule 13G/A?

Reporting persons are Venrock Healthcare Capital Partners III, L.P., related VHCP entities, and individuals Nimish Shah and Bong Y. Koh, who are voting members of the management entities controlling the funds.

Do the Venrock entities have sole or shared voting power over Oruka Therapeutics (ORKA) shares?

They report 0 shares with sole voting or dispositive power and 4,556,952 shares with shared voting and shared dispositive power as of June 30, 2026.

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

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Available on EDGAR 08/14/2026 - 04:54 PM Accepted by SEC EDGAR 08/14/2026 - 04:53 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

ORUKA THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

687604108

(CUSIP Number)

06/30/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 687604108

1

Names of Reporting Persons

Venrock Healthcare Capital Partners III, L.P.

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 4,556,952.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,556,952.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,556,952.00

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)

7.4 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 687604108

1

Names of Reporting Persons

VHCP Co-Investment Holdings III, LLC

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 4,556,952.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,556,952.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,556,952.00

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)

7.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 687604108

1

Names of Reporting Persons

Venrock Healthcare Capital Partners EG, L.P.

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 4,556,952.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,556,952.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,556,952.00

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)

7.4 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 687604108

1

Names of Reporting Persons

VHCP Management III, LLC

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 4,556,952.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,556,952.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,556,952.00

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)

7.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 687604108

1

Names of Reporting Persons

VHCP Management EG, LLC

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 4,556,952.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,556,952.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,556,952.00

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)

7.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 687604108

1

Names of Reporting Persons

Nimish Shah

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 4,556,952.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,556,952.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,556,952.00

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)

7.4 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP Number(s): 687604108

1

Names of Reporting Persons

Bong Y. Koh

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 4,556,952.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,556,952.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,556,952.00

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)

7.4 %

12

Type of Reporting Person (See Instructions)

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: The names of the persons filing this report (collectively, the "Reporting Persons") are: Venrock Healthcare Capital Partners III, L.P. ("VHCP III") VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III") Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG") VHCP Management III, LLC ("VHCP Management III") VHCP Management EG, LLC ("VHCP Management EG") Nimish Shah ("Shah") Bong Koh ("Koh") The Reporting Persons are members of a group for the purposes of this Schedule 13G/A.
(b)	Address or principal business office or, if none, residence: New York Office: 7 Bryant Park, 23rd Floor New York, NY 10018 Palo Alto Office: 3340 Hillview Avenue Palo Alto, CA 94304
(c)	Citizenship: All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(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: Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 853,998 shares of common stock and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 89,747 shares of common stock held by VHCP III, (ii) 85,520 shares of common stock and Pre-Funded Warrants exercisable for up to 8,958 shares of common stock held by VHCP Co-Investment III, and (iii) 3,208,910 shares of common stock and Pre-Funded Warrants exercisable for up to 309,819 shares of common stock held by VHCP EG. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)	Percent of class: Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the shares of common stock of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The percentage set forth in each row 11 is based upon the sum of (i) 60,312,101 shares of common stock outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 13, 2026, (ii) 800,433 shares of common stock issued upon the exercise of Warrants by the Reporting Persons after April 30, 2026, and (iii) 408,524 shares of common stock issuable upon the exercise of Pre-Funded Warrants.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
	(ii) Shared power to vote or to direct the vote: Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
	(iii) Sole power to dispose or to direct the disposition of: Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
	(iv) Shared power to dispose or to direct the disposition of: Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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 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.

Venrock Healthcare Capital Partners III, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

VHCP Co-Investment Holdings III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

Venrock Healthcare Capital Partners EG, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

VHCP Management III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

VHCP Management EG, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

Nimish Shah

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	08/14/2026

Bong Y. Koh

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	08/14/2026

Exhibit Information

Exhibit 24.1 Power of Attorney for Nimish Shah, dated April 29, 2024 (incorporated by reference to Exhibit B to Schedule 13G filed on April 29, 2024) Exhibit 24.2 Power of Attorney for Bong Koh, dated April 29, 2024 (incorporated by reference to Exhibit C to Schedule 13G filed on April 29, 2024) Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on February 27, 2025)