Dambkowski Carl 4

4 · Oruka Therapeutics, Inc. · Filed May 22, 2026

AI-generated summary of this filing

Updated May 22, 2026

Oruka Therapeutics Director Carl Dambkowski Sells Shares

What Happened

Carl Dambkowski, a director of Oruka Therapeutics (ORKA), exercised a total of 62,260 option-derived shares on May 21, 2026 and sold a total of 105,000 shares in open-market transactions the same day.
Exercises: 38,689 shares @ $6.84 (cost $264,633); 11,904 shares @ $7.80 (cost $92,851); 11,667 shares @ $11.77 (cost $137,321) — total cash paid ≈ $494,805.
Sales: 38,318 shares (weighted avg $58.43) proceeds $2,238,794; 53,447 shares (weighted avg $59.10) proceeds $3,158,910; 13,235 shares (weighted avg $59.97) proceeds $793,662 — total proceeds ≈ $6,191,366.
Overall: he exercised options and sold shares the same day (effectively a cashless-like sequence), with sales materially larger than the exercised shares, indicating some sales were of previously held shares as well.

Key Details

Transaction date (Period of Report): May 21, 2026; Form 4 filed May 22, 2026 (accession 0000907654-26-000043).
Codes: M = exercise/conversion of derivative; S = open market sale.
Total exercised: 62,260 shares (total exercise cost ≈ $494,805). Total sold: 105,000 shares (total proceeds ≈ $6.19M).
Price notes: reported sale prices are weighted averages; ranges per footnotes: $57.71–$58.70, $58.71–$59.70, and $59.71–$60.31. Reporting person can provide per-price breakdown on request.
Plan/authorization: Sales were effected under a Rule 10b5‑1 trading plan entered Feb 19, 2026 (Footnote F1).
Vesting notes: footnotes include vesting schedules for options (see F5–F7 in filing).
Shares owned after transaction: not specified in the provided summary — see full Form 4 for post-transaction holdings.
Filing timeliness: Form 4 was filed the day after the transactions; no late-filing flag provided in the supplied data.

Context

This was an exercise of options followed by same‑day open‑market sales (a common pattern for officers/directors who exercise and sell to cover exercise cost/taxes). The presence of a 10b5‑1 plan indicates the sales were pre‑arranged. These transactions are factual disclosures of trades and do not by themselves indicate the insider’s private view of Oruka’s prospects.

Form 4

Period: 2026-05-21

Director

Transactions

Exercise/Conversion
Common Stock
2026-05-21$6.84/sh+38,689$264,633→ 155,172 total
Exercise/Conversion
Common Stock
2026-05-21$7.80/sh+11,904$92,851→ 167,076 total
Exercise/Conversion
Common Stock
2026-05-21$11.77/sh+11,667$137,321→ 178,743 total
Sale
Common Stock
[F1][F2]
2026-05-21$58.43/sh−38,318$2,238,794→ 140,425 total
Sale
Common Stock
[F1][F3]
2026-05-21$59.10/sh−53,447$3,158,910→ 86,978 total
Sale
Common Stock
[F1][F4]
2026-05-21$59.97/sh−13,235$793,662→ 73,743 total
Exercise/Conversion
Stock Option (right to buy)
[F5]
2026-05-21−38,689→ 32,737 total
Exercise: $6.84Exp: 2034-05-06→ Common Stock (38,689 underlying)
Exercise/Conversion
Warrant (right to buy)
[F6]
2026-05-21−11,904→ 10,952 total
Exercise: $7.80Exp: 2034-07-14→ Common Stock (11,904 underlying)
Exercise/Conversion
Stock Option (right to buy)
[F7]
2026-05-21−11,667→ 5,833 total
Exercise: $11.77Exp: 2035-06-01→ Common Stock (11,667 underlying)

Footnotes (7)

[F1]These sales were effected pursuant to a Rule 10b5-1 trading plan entered into on February 19, 2026.
[F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.71 to $58.70, 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 $58.71 to $59.70, inclusive.
[F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.71 to $60.31, inclusive.
[F5]The option vests as to 25% of the shares underlying the option on March 1, 2025, and as to 1/48 of the shares underlying the option monthly thereafter.
[F6]The option vests as to 25% of the shares underlying the option on April 3, 2025, and as to 1/48 of the shares underlying the option monthly thereafter.
[F7]The option vests as to 1/12 of the shares underlying the option monthly from June 2, 2025.

Signature

/s/ Paul Quinlan, as attorney-in-fact for Carl Dambkowski|2026-05-22

1 file