Goncalves Joana 4
4 · Oruka Therapeutics, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Oruka (ORKA) CMO Joana Goncalves Exercises Options, Sells Shares
What Happened Joana Goncalves, Chief Medical Officer of Oruka Therapeutics (ORKA), exercised stock derivatives and sold shares on February 17, 2026. She exercised options to acquire 7,000 shares by paying $51,240 (3,500 shares @ $6.84 and 3,500 shares @ $7.80). On the same date she sold a total of 7,000 shares in open-market transactions, generating aggregate proceeds of approximately $226,559 (sales reported at weighted average prices of $32.30 and $32.78). The filing also shows two derivative dispositions of 3,500 shares each at $0, which typically reflect shares surrendered to cover exercise costs or tax withholding.
Key Details
- Transaction date: 2026-02-17.
- Option exercises (acquisitions): 3,500 shares @ $6.84 ($23,940) and 3,500 shares @ $7.80 ($27,300) — total exercise cost $51,240.
- Open-market sales (dispositions): 6,064 shares @ weighted avg $32.30 (range $31.68–$32.67) for $195,873; 936 shares @ weighted avg $32.78 (range $32.69–$32.93) for $30,686 — total ≈ $226,559.
- Derivative dispositions: two entries of 3,500 shares @ $0 listed as “Derivative” (likely surrendered to satisfy exercise/tax obligations).
- Sales effected pursuant to a Rule 10b5-1 trading plan entered on Sept 19, 2025 (Footnote F1).
- Vesting context: option and warrant vesting schedule noted in filing (1/4 on April 18, 2025 and then monthly 1/48 thereafter; Footnotes F4 and F5).
- Shares owned after transaction: not specified in the provided summary of the filing.
- Filing timeliness: Form filed with a transaction date of 2026-02-17 and filing date 2026-02-17; no late filing flag indicated.
Context
- This filing shows both an exercise of derivatives (M) and concurrent market sales (S). The zero-dollar derivative dispositions commonly indicate shares were surrendered to cover exercise costs or tax withholding rather than sold for cash.
- Sales under a pre-established 10b5-1 plan are routine and follow predetermined instructions; they do not necessarily signal a change in the insider’s view of the company.
- Purchases (exercises) are informative in that the insider paid to acquire shares, but the simultaneous sales and surrenders mean the net economic ownership change may be limited. For full ownership details, consult the complete Form 4 on the SEC EDGAR system.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-02-17$6.84/sh+3,500$23,940→ 37,518 total - Exercise/Conversion
Common Stock
2026-02-17$7.80/sh+3,500$27,300→ 41,018 total - Sale
Common Stock
[F1][F2]2026-02-17$32.30/sh−6,064$195,873→ 34,954 total - Sale
Common Stock
[F1][F3]2026-02-17$32.78/sh−936$30,686→ 34,018 total - Exercise/Conversion
Employee Stock Option (right to buy)
[F4]2026-02-17−3,500→ 218,063 totalExercise: $6.84Exp: 2034-05-06→ Common Stock (3,500 underlying) - Exercise/Conversion
Employee Warrant (right to buy)
[F5]2026-02-17−3,500→ 189,492 totalExercise: $7.80Exp: 2034-07-14→ Common Stock (3,500 underlying)
Footnotes (5)
- [F1]The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025.
- [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.68 to $32.67, 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.
- [F3]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.69 to $32.93, inclusive.
- [F4]The option vests as to 1/4 of the underlying shares on April 18, 2025 and as to 1/48 of the underlying shares monthly from April 18, 2025.
- [F5]The warrant vests as to 1/4 of the underlying shares on April 18, 2025 and as to 1/48 of the underlying shares monthly from April 18, 2025.