Goncalves Joana 4

4 · Oruka Therapeutics, Inc. · Filed Mar 17, 2026

AI-generated summary of this filing

Updated Mar 17, 2026

Oruka (ORKA) CMO Joana Goncalves Exercises Options, Sells Shares

What Happened

Joana Goncalves, Chief Medical Officer of Oruka Therapeutics (ORKA), exercised options and sold shares on March 16, 2026. She exercised 3,500 shares at $6.84 ($23,940) and 3,500 shares at $7.80 ($27,300) — acquiring 7,000 shares for $51,240.
On the same day she sold a total of 7,641 shares in multiple open-market transactions for a combined reported proceeds of approximately $312,560 (individual reported sales: 2,921 @ $40.11 = $117,159; 2,902 @ $41.20 = $119,569; 1,177 @ $41.94 = $49,359; 641 @ $41.30 = $26,473). The Form 4 also shows two derivative-related dispositions reported at $0 (related to exercise/conversion reporting).

Key Details

Transaction date: 2026-03-16; Form 4 filed 2026-03-17 (timely — within the usual 2-business-day window).
Options exercised: 3,500 @ $6.84 and 3,500 @ $7.80 (total paid ≈ $51,240).
Shares sold: 7,641 shares for total reported proceeds ≈ $312,560. Reported per-share weighted averages and ranges: $40.11 (sales ranged $39.65–$40.64), $41.20 (range $40.72–$41.70), $41.94 (range $41.75–$42.28); one sale reported at $41.30.
Footnotes: sales were effected pursuant to a Rule 10b5-1 trading plan entered Sept 19, 2025 (pre-arranged plan). Some sales were automatic sell-to-cover transactions to satisfy tax-withholding on vesting awards. The filing discloses vesting schedules for related options/warrants.
Shares owned after the transactions: not specified in the data provided.

Context

This sequence (exercise of options at low strike prices followed by immediate market sales) is commonly a cashless exercise — exercising to acquire shares and then selling some or all in the open market.
The use of a 10b5-1 plan and automatic sell-to-cover for taxes indicate the sales were pre-arranged or routine actions to manage holdings/tax obligations rather than necessarily a discretionary market-timing decision.

Form 4

Period: 2026-03-16

Chief Medical Officer

Transactions

Exercise/Conversion
Common Stock
2026-03-16$6.84/sh+3,500$23,940→ 37,518 total
Exercise/Conversion
Common Stock
2026-03-16$7.80/sh+3,500$27,300→ 41,018 total
Sale
Common Stock
[F1][F2]
2026-03-16$40.11/sh−2,921$117,159→ 38,097 total
Sale
Common Stock
[F1][F3]
2026-03-16$41.20/sh−2,902$119,569→ 35,195 total
Sale
Common Stock
[F1][F4]
2026-03-16$41.94/sh−1,177$49,359→ 34,018 total
Sale
Common Stock
[F5]
2026-03-16$41.30/sh−641$26,473→ 33,377 total
Exercise/Conversion
Employee Stock Option (right to buy)
[F6]
2026-03-16−3,500→ 214,563 total
Exercise: $6.84Exp: 2034-05-06→ Common Stock (3,500 underlying)
Exercise/Conversion
Employee Warrant (right to buy)
[F7]
2026-03-16−3,500→ 185,992 total
Exercise: $7.80Exp: 2034-07-14→ Common Stock (3,500 underlying)

Footnotes (7)

[F1]These sales 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 $39.65 to $40.64, 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), (3) and (4) 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 $40.72 to $41.70, inclusive.
[F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.75 to $42.28, inclusive.
[F5]These sales were effected pursuant to Oruka Therapeutics, Inc.'s automatic, non-discretionary, sell-to-cover procedure to satisfy tax withholding obligations arising in connection with the vesting of restricted stock units.
[F6]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.
[F7]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.

Signature

/s/ Paul Quinlan, as attorney-in-fact for Joana Goncalves|2026-03-17

1 file