Oruka Therapeutics, Inc. 10-Q

Item 5. Other Information Trading Plans During the quarter ended March 31, 2026, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K), except as disclosed below. On February 11, 2026 , Arjun Agarwal , our Senior Vice President – Finance and Treasurer , adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of shares of our common stock over a period ending upon the earlier of when all shares under the plan are sold, or February 26, 2027 , subject to certain conditions. This plan covers the sale of up to (i) 97,965 shares (ii) 100% of net vested RSUs from gross RSU grants of up to 4,375 shares and (iii) 100% of shares purchased pursuant to the ESPP on June 8, 2026 and December 8, 2026. On February 19, 2026 , Carl Dambkowski , a director in our company, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 140,000 shares of our common stock over a period ending upon the earlier of when all shares under the plan are sold, or May 31, 2027 , subject to certain conditions. Item 6. Exhibits. The exhibits filed or furnished as part of this Quarterly Report are set forth below. EXHIBIT NUMBER DESCRIPTION FORM EXHIBIT FILING DATE 2.1† Agreement and Plan of Merger and Reorganization, dated as of April 3, 2024, by and among ARCA biopharma, Inc., Atlas Merger Sub Corp., Atlas Merger Sub II, LLC and Oruka Therapeutics, Inc. 8-K 2.1 April 3, 2024 3.1 Second Amended and Restated Certificate of Incorporation of the Company, filed September 3, 2024. 8-K 3.5 September 5, 2024 3.2 Amended and Restated Bylaws of the Company. 8-K 3.6 September 5, 2024 3.3 Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock. S-1/A 3.1(b) May 24, 2013 3.4 Certificate of Elimination of Series A Convertible Preferred Stock, effective August 29, 2024. 8-K 3.8 September 5, 2024 3.5 Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock. 8-K 3.9 September 5, 2024 3.6 Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock. 8-K 3.1 September 13, 2024 4.1 Description of Securities. 10-K 4.1 March 6, 2025 4.2 Form of Pre-Funded Warrant, dated August 29, 2024. 10-K 4.3 March 6, 2025 4.3 Form of Pre-Funded Warrant, dated September 13, 2024. 8-K 4.1 September 13, 2024 4.4 Form of Pre-Funded Warrant, dated September 19, 2025. 8-K 4.1 September 22, 2025 4.5 Paruka Warrant, dated December 31, 2024 10-Q 4.5 May 14, 2025 4.6 Paruka Warrant, dated December 12, 2025 10-K 4.6 March 12, 2026 31.1* Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Securities Exchange Act of 1934 31.2* Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Securities Exchange Act of 1934 32.1** Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(B) promulgated under the Securities Exchange Act of 1934 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith. The certifications on Exhibit 32.1 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. † Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. Certain portions of this exhibit (indicated by “***”) have been omitted because they are both (i) not material and (ii) is the type of information that the registrant both customarily and actually treats as private and confidential. 63 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Oruka Therapeutics, Inc. Date: May 13, 2026 By: /s/ Lawrence Klein Lawrence Klein President and Chief Executive Officer (Principal Executive Officer) Date: May 13, 2026 By: /s/ Arjun Agarwal Arjun Agarwal Senior Vice President, Finance and Treasurer (Principal Financial Officer and Principal Accounting Officer) 64