Oruka Therapeutics, Inc.·4

Jun 15, 6:54 PM ET

Goncalves Joana 4

4 · Oruka Therapeutics, Inc. · Filed Jun 15, 2026

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Oruka Therapeutics (ORKA) CMO Joana Goncalves Exercises Options and Sells Shares

What Happened

  • Joana Goncalves, Chief Medical Officer of Oruka Therapeutics, exercised stock derivatives to acquire 7,000 shares (3,500 @ $6.84 and 3,500 @ $7.80) for a total cash outlay of $51,240.
  • On the same day (2026-06-15) she sold shares in open-market transactions: 1,636 @ $68.38, 5,064 @ $69.42, 300 @ $70.62 and 947 @ $69.69 — total proceeds reported $550,606.
  • The filing also shows two derivative "disposed" entries of 3,500 shares each at $0.00 (reported as derivative dispositions) for $0 proceeds; these relate to exercise/settlement activity recorded on the Form 4.

Key Details

  • Transaction date: 2026-06-15 (Form filed same day; no late filing indicated).
  • Acquisitions: 7,000 shares via exercise — 3,500 @ $6.84 ($23,940) and 3,500 @ $7.80 ($27,300); total cost $51,240.
  • Open-market sales: total 7,947 shares for aggregate proceeds of $550,606 (individual sales and weighted-average prices listed above).
  • Additional derivative dispositions: two entries of 3,500 shares each at $0.00 (reported as disposals of derivatives).
  • Notable footnotes: sales were effected under a Rule 10b5-1 trading plan (entered 9/19/2025) (F2); reported sale prices are weighted averages across price ranges (F3–F5); an automatic sell-to-cover procedure for tax withholding is referenced (F6); the filer acquired 288 shares under the company stock purchase plan on June 8, 2026 (F1). Vesting schedules for the option/warrant are noted (F7, F8).
  • Shares owned after the transactions: not provided in the materials you supplied.

Context

  • The filing shows exercises followed by same-day sales, which commonly reflect cashless-exercise or pre-planned disposition activity; here the sales were controlled under a 10b5-1 plan per the filing.
  • The $0.00 derivative disposal lines typically indicate net settlement or other non-cash derivative treatment recorded on Form 4; footnotes and the company's records would clarify the mechanics (the reporting person has offered to provide detailed per-price breakdowns on request).
  • These are insider transactions by an executive (not a registered 10% owner); sales under a 10b5-1 plan and sell-to-cover tax actions are routine and do not, by themselves, imply a change in view on the company.

Insider Transaction Report

Form 4
Period: 2026-06-15
Goncalves Joana
Chief Medical Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-06-15$6.84/sh+3,500$23,94037,165 total
  • Exercise/Conversion

    Common Stock

    2026-06-15$7.80/sh+3,500$27,30040,665 total
  • Sale

    Common Stock

    [F2][F3]
    2026-06-15$68.38/sh1,636$111,87639,029 total
  • Sale

    Common Stock

    [F2][F4]
    2026-06-15$69.42/sh5,064$351,54733,965 total
  • Sale

    Common Stock

    [F2][F5]
    2026-06-15$70.62/sh300$21,18733,665 total
  • Sale

    Common Stock

    [F6]
    2026-06-15$69.69/sh947$65,99632,718 total
  • Exercise/Conversion

    Employee Stock Option (right to buy)

    [F7]
    2026-06-153,500204,063 total
    Exercise: $6.84Exp: 2034-05-06Common Stock (3,500 underlying)
  • Exercise/Conversion

    Employee Warrant (right to buy)

    [F8]
    2026-06-153,500175,492 total
    Exercise: $7.80Exp: 2034-07-14Common Stock (3,500 underlying)
Footnotes (8)
  • [F1]Includes 288 shares acquired under the Oruka Therapeutics, Inc. stock purchase plan on June 8, 2026.
  • [F2]These sales were effected pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025.
  • [F3]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.97 to $68.96, 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 (3), (4) and (5) to this Form 4.
  • [F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.98 to $69.83, inclusive.
  • [F5]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.29 to $70.79, inclusive.
  • [F6]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.
  • [F7]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.
  • [F8]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|2026-06-15

Documents

1 file
  • 4
    form4.xmlPrimary

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES