SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Goncalves Joana

(Last)

(First)

(Middle)

C/O ORUKA THERAPEUTICS, INC.

855 OAK GROVE AVE., SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Oruka Therapeutics, Inc. [ ORKA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/19/2025		M		3,500	A	$6.84	5,018⁽¹⁾	D
Common Stock	12/19/2025		M		3,500	A	$7.8	8,518	D
Common Stock	12/19/2025		S⁽²⁾		641	D	$28.5322⁽³⁾	7,877	D
Common Stock	12/19/2025		S⁽²⁾		1,787	D	$29.622⁽⁴⁾	6,090	D
Common Stock	12/19/2025		S⁽²⁾		1,492	D	$30.7011⁽⁵⁾	4,598	D
Common Stock	12/19/2025		S⁽²⁾		3,080	D	$31.579⁽⁶⁾	1,518	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$6.84	12/19/2025		M			3,500	⁽⁷⁾	05/06/2034	Common Stock	3,500	$0	225,063	D
Employee Warrant (right to buy)	$7.8	12/19/2025		M			3,500	⁽⁸⁾	07/14/2034	Common Stock	3,500	$0	196,492	D

Explanation of Responses:

1. Includes 191 shares acquired under the Oruka stock purchase plan on December 8, 2024, 661 shares acquired under the Oruka stock purchase plan on June 8, 2025 and 666 shares acquired under the Oruka stock purchase plan on December 8, 2025.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into on September 19, 2025.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.14 to $29.12, 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), (5) and (6) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.15 to $30.13, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.20 to $31.18, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.21 to $32.00, inclusive.

7. 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.

8. 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.

	/s/ Paul Quinlan, as attorney-in-fact for Joana Goncalves	12/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Chief Medical Officer Goncalves Joana exercised 7,000 shares at a strike of $7.32 and sold $214,293 worth of shares (7,000 units at $30.61) (SEC Form 4)