[SCHEDULE 13G/A] Oruka Therapeutics, Inc. Amended Passive Investment Disclosure
Deep Track reports 4.47% stake in Oruka
Deep Track Capital and affiliated entities filed an amended Schedule 13G reporting passive ownership of 2,161,510 shares of Oruka Therapeutics common stock, representing 4.47% of the class as of December 31, 2025.
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Deep Track Capital and affiliated entities filed an amended Schedule 13G reporting passive ownership of 2,161,510 shares of Oruka Therapeutics common stock, representing 4.47% of the class as of December 31, 2025. This percentage is based on 48,409,232 shares outstanding as of October 31, 2025, as reported in Oruka’s 10-Q. The filing states the shares are not held to change or influence control of Oruka Therapeutics.
FAQ
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What stake in Oruka Therapeutics (ORKA) does Deep Track report in this Schedule 13G/A?
Deep Track and related reporting persons report beneficial ownership of 2,161,510 Oruka Therapeutics common shares, representing 4.47% of the class as of December 31, 2025. This percentage is calculated using 48,409,232 shares outstanding as of October 31, 2025.
Which Deep Track entities are reporting ownership in Oruka Therapeutics (ORKA)?
The filing lists four reporting persons: Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd., Deep Track Special Opportunities Fund, LP, and individual reporting person David Kroin. Each entity’s ownership is reported on separate cover pages within the Schedule 13G/A filing.
How many Oruka Therapeutics (ORKA) shares does each Deep Track fund beneficially own?
Deep Track Biotechnology Master Fund, Ltd. reports 1,899,455 shares, or 3.92% of the class. Deep Track Special Opportunities Fund, LP reports 262,055 shares, or 0.54%. Aggregated reporting by Deep Track Capital, LP and David Kroin shows 2,161,510 shares, equal to 4.47%.
Is Deep Track’s ownership in Oruka Therapeutics (ORKA) reported as passive or control-seeking?
The filing includes a certification that the securities were not acquired and are not held for the purpose of changing or influencing control of Oruka Therapeutics. It also states they are not held in connection with any transaction having that purpose, other than specified nomination activities.
On what share count is Deep Track’s 4.47% Oruka Therapeutics (ORKA) ownership based?
The 4.47% ownership figure is based on 48,409,232 shares of Oruka Therapeutics common stock outstanding as of October 31, 2025. That share count comes from Oruka’s Form 10-Q filed with the SEC on November 12, 2025, referenced in the exhibit section.
What voting and dispositive powers over Oruka Therapeutics (ORKA) shares does Deep Track report?
The reporting persons disclose zero sole voting or dispositive power and shared voting and dispositive power over 2,161,510 shares. This means decisions to vote or dispose of the Oruka Therapeutics common stock are shared among relevant Deep Track entities and not held individually.
(i) Delaware
(ii) Cayman Islands
(iii) United States
(iv) Delaware
(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:
2,161,510
(b)
Percent of class:
4.47%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,161,510
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,161,510
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.
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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Deep Track Capital, LP is the relevant entity for which David Kroin may be considered a control person.
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.
Deep Track Capital, LP
Signature:
/s/ David Kroin
Name/Title:
David Kroin, Managing Member of the General Partner of the Investment Adviser
Date:
02/13/2026
Deep Track Biotechnology Master Fund, Ltd.
Signature:
/s/ David Kroin
Name/Title:
David Kroin, Director
Date:
02/13/2026
David Kroin
Signature:
/s/ David Kroin
Name/Title:
David Kroin
Date:
02/13/2026
Deep Track Special Opportunities Fund, LP.
Signature:
/s/ David Kroin
Name/Title:
David Kroin, Managing Member of the General Partner of the Investment Adviser of Deep Track Special Opportunities Fund, LP
Date:
02/13/2026
Exhibit Information
Item 4: Information with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2025, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The amount beneficially owned by each Reporting Person is determined based on 48,409,232 Common Stock outstanding as of October 31, 2025, according to the issuer's 10-Q filed with the SEC on November 12, 2025.
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 13, 2026
Deep Track Capital, LP
By: /s/ David Kroin
David Kroin, Managing Member of the General Partner of the Investment Adviser
Deep Track Biotechnology Master Fund, Ltd.
By: /s/ David Kroin
David Kroin, Director
David Kroin
By: /s/ David Kroin
David Kroin
Deep Track Special Opportunities Fund, LP.
By: /s/ David Kroin
David Kroin, Managing Member of the General Partner of the Investment Adviser of Deep Track Special Opportunities Fund, LP
