DEF 14A of Oruka Therapeutics, Inc., Apr 17, 2026

DEF 14A of Oruka Therapeutics, Inc.

Filed Apr 17, 2026 · FY20250001213900-26-045159

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS In accordance with our Certificate of Incorporation and Bylaws, the Board has fixed the number of directors constituting the Board at six. At the Annual Meeting, the stockholders will vote to elect the two Class II director nominees named in this Proxy Statement to serve until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified and until their earlier resignation or removal. Our Board has nominated Lawrence Klein and Chris Martin for election to our Board. Dr. Klein was appointed to the Board in August 2024 in accordance with the Merger Agreement while Mr. Martin was appointed to the Board in December 2025. Our director nominees have indicated that they are willing and able to serve as directors. However, if either of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board.

  2. Information Regarding Director Nominees and Continuing Directors

    Information Regarding Director Nominees and Continuing Directors Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class II directors, who are up for election at this meeting for a term expiring at the 2029 Annual Meeting of Stockholders; two Class III directors, whose terms expire at the 2027 Annual Meeting of Stockholders; and two Class I directors, whose terms expire at the 2028 Annual Meeting of Stockholders. Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee (the “Nominating Committee”) in determining to recommend them as nominees, is set forth below:

  3. Information Regarding Director Nominees and Continuing Directors

    | NAME | CLASS | AGE* | POSITION HELD WITH ORUKA | | Carl Dambkowski(1) | I | 41 | Director | | Peter Harwin(2)(3) | I | 40 | Director | | Lawrence Klein | II | 43 | Chief Executive Officer and Director | | Chris Martin(1)(2) | II | 50 | Director | | Kristine Ball(1)(3) | III | 54 | Director | | Samarth Kulkarni(2)(3) | III | 47 | Director and Chair |

  4. Information Regarding Director Nominees and Continuing Directors

    ____________ (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating Committee. * As of April 17, 2026

  5. Class II Director Nominees

    Class II Director Nominees Lawrence Klein, Ph.D. Dr. Klein has served as President and Chief Executive Officer and as a member of the board of directors of the Company since the Merger Closing and of Pre-Merger Oruka from February 2024 through the Merger Closing. Prior to joining Pre-Merger Oruka, Dr. Klein was a Partner at Versant Venture Management, LLC, a healthcare and biotechnology venture capital firm, from January 2023 to February 2024, where he invested in and helped to grow early-stage biotechnology companies. Prior to Versant, Dr. Klein served in various positions at CRISPR Therapeutics AG (Nasdaq: CRSP), a biopharmaceutical company, including Chief Operating Officer from January 2020 to October 2022, Chief Business Officer from January 2019 to January 2020, Senior Vice President, Business Development and Strategy from November 2017 to December 2018 and as Vice President, Strategy from February 2016 to November 2017, where he helped to initiate and execute on several transformative partnerships, establish the strategic direction of the company, oversee important pipeline programs and led several functions, including program and portfolio management. Before joining CRISPR, Dr. Klein was an Associate Partner at McKinsey & Company, a global management consulting firm, from October 2014 to February 2016. Dr. Klein served as a member of the board of directors of Dyne Therapeutics, Inc. (Nasdaq: DYN) from September 2019 to May 2023 and of Jasper Therapeutics, Inc. (Nasdaq: JSPR) from September 2021 to June 2023. Dr. Klein received his B.S. in biochemistry and physics from the University of Wisconsin-Madison and his Ph.D. in biophysics from Stanford University. We believe Dr. Klein is qualified to serve as a member of the Board because of his business development, operational and senior management experience in the biotechnology industry and his academic expertise and accomplishments. Chris Martin. Mr. Martin has served as a member of the board of directors of the Company since December 2025. Mr. Martin, age 50, served as Chief Commercial Officer from January 2024 to October 2025 for Verona Pharma, a biopharmaceutical company, which was acquired by Merck & Co. in October 2025. As Chief Commercial Officer, Mr. Martin was responsible for building the commercial organization and launch strategy for the company’s first product launch. Mr. Martin previously served in other management positions at Verona, including Senior Vice President of Commercial from January 2022 to December 2023 and Vice President of Commercial from June 2020 and December 2022. Prior to Verona, he served as Executive Director of Marketing at SK Life Science, which is focused on developing novel therapeutics for central nervous system conditions, from March 2018 to June 2020. Mr. Martin was instrumental in developing the commercial and marketing strategy and the framework for launching their first commercial product. Until its acquisition by Melinta Therapeutics, Mr. Martin was Head of Marketing at Cempra where he led the development and launch strategy for the company’s first product. Prior to Cempra, he was at Salix Pharmaceuticals for 10 years in roles of increasing responsibility. Mr. Martin also is a member of the board of directors of Edgewise Therapeutics, Inc. (Nasdaq: EWTX). Mr. Martin received a Bachelor of Science in Financial Management from Clemson University. We believe Mr. Martin is qualified to serve as a member of the Board because of his experience as a leader in building commercial organizations and commercializing biopharmaceutical products.

  6. Class III Directors Continuing in Office

    Class III Directors Continuing in Office Kristine Ball. Ms. Ball has served as a member of the board of directors of the Company since the Merger Closing and of Pre-Merger Oruka since May 2024 through the Merger Closing. Ms. Ball has served as President and Chief Executive Officer of Antiva Biosciences, Inc., a private biopharmaceutical company, since April 2023. Prior to Antiva, Ms. Ball served as Chief Executive Officer of Soteria Biotherapeutics, Inc., a private biotechnology company, from September 2020 to August 2022. Prior to joining Soteria, Ms. Ball served as Senior Vice President, Corporate Strategy and Chief Financial Officer of Menlo Therapeutics, Inc., a Nasdaq-listed biopharmaceutical company, which later became VYNE Therapeutics Inc. (Nasdaq: VYNE), from September 2017 to March 2020, where she was responsible for leading all non-R&D functions, including strategic planning, corporate development, commercial, human resources, legal, finance and information technology. Prior to joining Menlo, Ms. Ball served as Chief Financial Officer and Senior Vice President of Relypsa, Inc., a Nasdaq-listed pharmaceutical company, which was later acquired by Galenica Group, from November 2012 to October 2016. Prior to Relypsa, Ms. Ball held various other finance roles in the life sciences industry, including Senior Vice President of Finance & Administration and Chief Financial Officer of KAI Pharmaceuticals, Inc., a biopharmaceutical company, and Vice President of Finance at Exelixis, Inc. (Nasdaq: EXEL), a biotechnology company. Prior to that, Ms. Ball served as a senior manager in the life sciences audit practice of Ernst & Young LLP. Ms. Ball has previously served on the boards of directors of Atreca, Inc. (Nasdaq: BCEL), a biopharmaceutical company, from 2020 to 2024, Soteria from 2020 to 2022 and Forty Seven, Inc. (Nasdaq: FTSV), a Nasdaq-listed biotechnology company, which was acquired by Gilead Sciences, Inc., from 2018 to 2020. Ms. Ball received a B.S. from Babson College. We believe Ms. Ball is qualified to serve as a member of the Board because of her experience as an executive officer and director of life sciences companies and her background in finance, corporate development and strategic planning. Samarth Kulkarni, Ph.D. Dr. Kulkarni has served as Chair and a member of the board of directors of the Company since the Merger Closing and as a member of the board of directors of Pre-Merger Oruka from February 2024 through the Merger Closing. Dr. Kulkarni has served as the Chief Executive Officer of CRISPR Therapeutics AG (Nasdaq: CRSP), a biopharmaceutical company, since December 2017, where he has also served as a member and chair of the board of directors since June 2018 and September 2023, respectively. Previously, Dr. Kulkarni served as CRISPR’s President and Chief Business Officer from May 2017 to November 2017 and as Chief Business Officer from August 2015. Prior to joining CRISPR, Dr. Kulkarni was at McKinsey & Company, a global management consulting firm, from 2006 to 2015, with various titles, his most recent being Partner within the Pharmaceuticals and Biotechnology practice. Dr. Kulkarni has also served as a member of the boards of directors of Black Diamond Therapeutics, Inc. (Nasdaq: BDTX), Repare Therapeutics Inc. (Nasdaq: RPTX), and Centessa Pharmaceuticals plc (Nasdaq: CNTA). Dr. Kulkarni received a Ph.D. in Bioengineering and Nanotechnology from the University of Washington and a B. Tech. from the Indian Institute of Technology. Dr. Kulkarni has authored several publications in leading scientific and business journals. We believe that Dr. Kulkarni is qualified to serve as a member of the Board because of his experience as a consultant and an executive in the biopharmaceutical industry and his academic expertise and accomplishments.

  7. Class I Directors Continuing in Office

    Class I Directors Continuing in Office Carl Dambkowski, M.D. Dr. Dambkowski has served as a member of the board of directors of the Company since the Merger Closing and of Pre-Merger Oruka from February 2024 through the Merger Closing. Dr. Dambkowski has served as the Chief Medical Officer of Apogee Therapeutics, Inc. (Nasdaq: APGE), a biotechnology company, since September 2022. Prior to joining Apogee, Dr. Dambkowski served as a strategic and clinical leader for a variety of companies, including as Chief Medical Officer of QED Therapeutics, Inc., a private biotechnology company, from July 2021 to September 2022; Chief Strategy Officer and EVP of Operations of Origin Biosciences, Inc., a private bioecology company, from March 2018 to June 2021; and Chief Medical Officer of Navire Pharma, Inc., a private biotechnology company, from January 2020 to September 2022, where he served as the clinical lead starting prior to IND for BBP-398 through the out licensing of the compound to Bristol-Myers Squibb based on initial clinical data and for low-dose infigratinib in achondroplasia through initial proof-of-concept data. He was part of the core team that brought TRUSELTIQ® (infigratinib) and NULIBRY® (fosdenopterin) through regulatory review and FDA approval at QED Therapeutics and Origin Biosciences, respectively. From July 2016 to March 2018, Dr. Dambkowski was an associate at McKinsey & Company, a global management consulting firm, where he advised biotech and pharmaceutical companies across the world on a range of research and development activities. Dr. Dambkowski co-founded Novonate, Inc., a private medical device company focused on building life-saving devices for neonates, in January 2015. Dr. Dambkowski has coauthored numerous peer-reviewed publications and scientific abstracts and is a named inventor on multiple published and granted patents. Dr. Dambkowski was trained as a physician at Stanford University, where he also received his M.D. with a concentration in bioengineering. He also received a B.A. (with honors) from Stanford University and an M.A. from Columbia University. We believe Dr. Dambkowski is qualified to serve as a member of the Board because of his significant experience and innovations in the biotechnology industry and his academic expertise and accomplishments. Peter Harwin. Mr. Harwin has served as a member of the board of directors of the Company since the Merger Closing and of Pre-Merger Oruka from February 2024 through the Merger Closing. Mr. Harwin is a Founding Partner at Fairmount Funds Management LLC, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount Funds Management, Mr. Harwin was a member of the investment team at Boxer Capital, LLC, an investment fund that was part of the Tavistock Group, based in San Diego. Mr. Harwin also serves as chairman of the board of directors of Cogent Biosciences, Inc. (Nasdaq: COGT) and is a member of the board of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE), Spyre Therapeutics, Inc. (Nasdaq: SYRE), Crescent Biopharma, Inc. (Nasdaq: CBIO), Damora Therapeutics, Inc. (Nasdaq: DMRA) and Paragon Therapeutics. Mr. Harwin served as a member of the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN) from October 2020 to March 2025. Mr. Harwin received a B.B.A. from Emory University. We believe Mr. Harwin is qualified to serve as a member of the Board because of his experience serving as a director of biotechnology companies and as a manager of funds specializing in the area of life sciences.

  8. Director Compensation

    Director Compensation The following table provides information for the year ended December 31, 2025 regarding all compensation awarded to, earned by or paid to each person who served as a non-employee director for some portion of 2025. Employees who served on our Board during 2025 did not receive additional compensation for such service:

  9. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Kristine Ball | 60,000 | 153,067 | 213,067 | | Carl Dambkowski | 47,500 | 153,067 | 200,567 | | Peter Harwin | 56,000 | 153,067 | 209,067 | | Samarth Kulkarni | 81,000 | 153,067 | 234,067 | | Cameron Turtle(3) | 56,240 | 153,067 | 209,307 | | Chris Martin(4) | 3,423 | 800,527 | 803,950 |

  10. Director Compensation

    ____________ (1) These amounts are not cash compensation, but rather the aggregate fair value of the equity compensation granted to our non-employee directors during 2025. The aggregate fair value is computed in accordance with FASB ASC Topic 718. See Note 11 to our consolidated financial statements contained in our Annual Report on Form 10-K as filed with the SEC on March 12, 2026, regarding assumptions underlying valuation of equity awards. Each non-employee director was granted only one option award in 2025. See “Non-Employee Director Compensation Policy” below for a description of the option awards. (2) As of December 31, 2025, the following non-employee directors each held stock options covering the following aggregate numbers of shares:

  11. Director Compensation

    | Name | Outstanding Option Awards (Shares) (#) | | Kristine Ball | 111,782 | | Carl Dambkowski | 111,782 | | Peter Harwin | 17,500 | | Samarth Kulkarni | 217,492 | | Cameron Turtle(3) | 12,520 | | Chris Martin(4) | 35,000 |

  12. Director Compensation

    (3) Resigned from the Board and its committees effective December 11, 2025. (4) Appointed to the Board and its committees effective December 11, 2025.

  13. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Non-employee members of the Board are eligible to receive cash and equity compensation in accordance with our non-employee director compensation program. This program provides for the following annual cash retainers:

  14. Non-Employee Director Compensation Program

    | Annual Cash Retainer | $40,000 | | Annual Board Chair Retainer | $30,000 | | Audit Committee Retainers: | | | Chair | $15,000 | | Non-Chair Member | $7,500 | | Compensation Committee Retainers: | | | Chair | $12,000 | | Non-Chair Member | $6,000 | | Nominating Committee Retainers | | | Chair | $10,000 | | Non-Chair Member | $5,000 |

  15. Non-Employee Director Compensation Program

    In connection with the Company’s annual meeting of stockholders, each member of the Board will receive an annual grant of stock options to purchase 17,500 shares of common stock, which will vest in equal monthly installments over 12 months so long as such director joined the Board prior to January 1 of the year in which such annual meeting occurs. In addition, in connection with a non-employee director’s initial appointment to the Board, they will receive an initial grant of stock options to purchase 35,000 shares of common stock, which will vest in equal monthly installments over 36 months. All members of the Board are also reimbursed for reasonable and documented out-of-pocket travel and lodging expenses incurred in connection with attending meetings and activities of the Board and its committees.

  16. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows information regarding the compensation earned by the NEOs during the fiscal years ending December 31, 2025 and 2024, by our named executive officers.

  17. 2025 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Lawrence Klein | 2025 | 624,000 | 2,275,390 | 446,160 | 10,500 | 3,356,050 | | Chief Executive Officer | 2024 | 203,288 | — | 317,623 | — | 520,911 | | Joana Goncalves | 2025 | 474,000 | 1,607,613 | 246,480 | 10,500 | 2,338,593 | | Chief Medical Officer | 2024 | 155,854 | — | 162,132 | — | 317,986 | | Paul Quinlan | 2025 | 474,000 | 1,607,613 | 246,480 | 10,500 | 2,338,593 | | General Counsel | 2024 | 155,854 | — | 154,591 | — | 317,986 |

  18. 2025 Summary Compensation Table

    ____________ (1) The amounts reflected herein for 2024 for Drs. Klein and Goncalves and Mr. Quinlan do not include any compensation they received from Pre-Merger Oruka prior to the Merger. (2) Represents the aggregate fair value of options granted for each fiscal year. The options vest in equal monthly installments over forty-eight months from January 1 of the applicable year, subject to the optionee’s continued employment or service with Oruka. The options have a maximum term of 10 years, subject to earlier termination in certain situations related to cessation of employment or services. The aggregate fair value is computed in accordance with FASB ASC Topic 718. See Note 11 to our consolidated financial statements in our Annual Report on Form 10-K as filed on March 12, 2026, regarding assumptions underlying our valuation of equity awards. (3) Amounts reported in this column represent the annual bonuses earned under the 2025 and 2024 annual bonus program, as described in more detail under “Narrative to Summary Compensation Table — Elements of Compensation — Annual Bonus Program” below. (4) Company matching contributions under the Oruka 401(k) plan.

  19. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding stock options, compensatory warrants and restricted stock held by each NEO as of December 31, 2025.

  20. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Lawrence Klein | | | | | 461,683(2) | 13,993,612 | | | 678,547 | 949,966(3) | 7.80 | 7/14/2034 | | | | | 52,708 | 177,292(4) | 12.50 | 1/21/2035 | | | | Joana Goncalves | 91,734 | 133,329(5) | 6.84 | 5/6/2034 | | | | | 79,830 | 116,662(5) | 7.80 | 7/14/2034 | | | | | 37,240 | 125,260(4) | 12.50 | 1/21/2035 | | | | Paul Quinlan | 95,234 | 133,329(6) | 6.84 | 5/6/2034 | | | | | 41,665 | 58,331(6) | 7.80 | 7/14/2034 | | | | | 37,240 | 125,260(4) | 12.50 | 1/21/2035 | | |

  21. Outstanding Equity Awards at Fiscal Year End

    ____________ (1) The market value was determined by multiplying the number of shares by $30.31, the closing price of our common stock on December 31, 2025. (2) These restricted shares vest as to approximately 17,757 shares monthly through February 26, 2028, subject to Dr. Klein’s continued services to the Company. (3) These compensatory warrants vest as to 25% on April 3, 2025 and in equal monthly installments thereafter through April 3, 2028, subject to Dr. Klein’s continued services to the Company. (4) These stock options vest as to 1/48 of the underlying shares monthly from January 1, 2025, subject to the named executive officer’s continued services to the Company. (5) These stock options and compensatory warrants vest as to 25% on April 18, 2025 and in equal monthly installments thereafter through April 18, 2028, subject to Dr. Goncalves’ continued services to the Company. (6) These stock options and compensatory warrants vest as to 25% on April 30, 2025 and in equal monthly installments thereafter through April 30, 2028, subject to Mr. Quinlan’s continued services to the Company.

  22. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Pursuant to the terms of the Offer Letters, in the event any of the NEO’s employment is terminated by the Company without “cause” or as a result of a resignation for “good reason” (each, an “Involuntary Termination”), such NEO will, subject to the execution of a release in favor of the Company, receive: (i) severance payments equal to 12 months of base salary; (ii) Company-paid continuation coverage under the Company’s group health plans for up to 12 months; and (iii) in the case of Dr. Klein, accelerated vesting of 30% of any outstanding time-based equity. However, if the Involuntary Termination is within three months before or 12 months after a change in control of the Company, the NEO will instead receive: (A) severance payments equal to 1.0 times (or, for Dr. Klein, 1.5 times) the sum of the NEO’s base salary and target bonus; (B) Company-paid continuation coverage under the Company’s group health plans for up to 12 months (or, for Dr. Klein, up to 18 months); and (C) full acceleration of all equity awards. In addition, upon a NEO’s separation due to the death or disability, the NEO’s equity awards will accelerate in full. As used in the Offer Letters: • “Cause” generally means the NEO’s (i) dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) conviction or plea of no contest to a felony or misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) failure to perform his or her duties or responsibilities, subject to a 30-day cure period; (iv) gross negligence, willful misconduct that results in or is reasonably anticipated to result in material harm to the Company; or (v) violation of any material provision of any agreement with the Company or any written Company policies. • “Good reason” generally means (i) a material diminution in the named executive officer’s base salary or target bonus (excluding across-the-board reductions of less than 10%); (ii) a material geographic relocation or requirement to change the named executive officer’s remote work location; (iii) a material reduction in the named executive officer’s duties, authority or responsibilities; (iv) the failure of the Company to obtain the assumption of the Offer Letter by a successor; or (v) the material breach of any agreement between the NEO and the Company, in each case, subject to standard notice and cure periods.

  23. Pay Versus Performance

    Pay Versus Performance Our Compensation Committee approves and administers our executive compensation program to align executive compensation with stockholder interests by linking pay to performance. Our overall compensation program includes a mix of short-term and long-term components through our annual cash incentive plan and our equity incentive awards. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our NEOs and certain aspects of our financial performance. We are a smaller reporting company pursuant to Rule 405 of the Securities Act and, as such, are only required to include information for the past three fiscal years in the table below.

  24. Pay Versus Performance Table

    Pay Versus Performance Table

  25. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Mr. Bristow ($)(1) | Summary Compensation Table Total for Mr. Keuer ($)(1) | Summary Compensation Table Total for Dr. Klein ($)(1) | Compensation Actually Paid to Dr. Bristow ($)(3) | Compensation Actually Paid to Mr. Keuer ($)(3) | Compensation Actually Paid to Dr. Klein ($)(3) | Average Summary Compensation Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Total Stockholder Return Based on Initial Fixed $100 Investment ($)(4) | Net Income ($ in thousands)(5) | | 2025 | N/A | N/A | 3,356,050 | N/A | N/A | 16,022,952 | 2,338,593 | 5,414,235 | 106.57 | (105,433) | | 2024 | 510,416 | 853,520 | 520,911 | 518,016 | 848,453 | 44,698,284 | 461,678 | 3,718,227 | 99.68 | (83,724) | | 2023 | 358,800 | N/A | N/A | 290,864 | N/A | N/A | 361,937 | 323,666 | 71.73 | (5,339) |

  26. Pay Versus Performance Table

    ____________ (1) During years 2023, 2024 and 2025, the following individuals served as “principal executive officer” during the time periods set forth below:

  27. Pay Versus Performance Table

    | Name | Dates as PEO During 2023 through 2025 | | Dr. Michael Bristow | January 1, 2023 through April 3, 2024 | | Thomas Keuer | April 3, 2024 through August 29, 2024 | | Dr. Lawrence Klein | August 29, 2024 through December 31, 2025 |

  28. Pay Versus Performance Table

    The dollar amounts reported in these columns represent the amount of total compensation reported for each of Drs. Klein and Bristow and Mr. Keuer (collectively, our “PEOs”) for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. Please refer to “Executive Compensation-Summary Compensation Table” above. (2) The dollar amounts reported in this column represent the average amount of total compensation reported for our NEOs as a group (excluding our PEOs) for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. Please refer to “Executive Compensation-Summary Compensation Table” above. The names of each NEO included for these purposes in each applicable year are as follows:

  29. Pay Versus Performance Table

    | Year | Non-PEO NEOs | | 2025 | Dr. Joana Goncalves, and Paul Quinlan | | 2024 | Dr. Joana Goncalves, Paul Quinlan, and C. Jeffrey Dekker | | 2023 | Thomas A. Keuer and C. Jeffrey Dekker |

  30. Pay Versus Performance Table

    (3) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our PEOs or our NEOs as a group (excluding our PEOs), as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. In accordance with these rules, these amounts reflect total compensation as set forth in the Summary Compensation Table, adjusted as shown below for 2025. Except as noted below, equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to the PEOs during the applicable fiscal year.

  31. Pay Versus Performance Table

    | | Dr. Bristow | | Mr. Keuer | Dr. Klein | | Average Non-PEO NEOs | | | | | 2023 | 2024 | 2024 | 2024 | 2025 | 2023 | 2024 | 2025 | | Summary Compensation Table Total | $358,800 | $510,416 | $853,520 | $520,911 | $3,356,050 | $361,937 | $461,678 | $2,338,593 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | — | $(39,676) | $(22,484) | — | $(2,275,390) | — | $(8,316) | $(1,607,613) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year(a) | — | — | — | $44,177,373 | $4,631,919 | — | $3,257,026 | $3,272,535 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(45,283) | — | — | — | $14,775,225 | $(15,718) | — | $2,272,225 |

  32. Pay Versus Performance Table

    | | Dr. Bristow | | Mr. Keuer | Dr. Klein | | Average Non-PEO NEOs | | | | | 2023 | 2024 | 2024 | 2024 | 2025 | 2023 | 2024 | 2025 | | Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year(b) | $(22,653) | $65,304 | $24,059 | — | $(4,464,852) | $(22,553) | $7,839 | $(861,505) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | $(18,038) | $(6,642) | — | — | — | — | — | | Compensation Actually Paid | $290,864 | $518,016 | $848,453 | $44,698,284 | $16,022,952 | $323,666 | $3,718,227 | $5,414,235 |

  33. Pay Versus Performance Table

    (a) For Dr. Klein and the average non-PEO NEOs as a group for 2024, includes the value of awards granted during 2024 by Pre-Merger Oruka that were assumed by the Company in connection with the Merger but that are not reflected in the Summary Compensation Table. (b) For Dr. Bristow and Mr. Keuer and the average non-PEO NEOs as a group for 2024, the value as of the vesting date of the ARCA stock options that were accelerated and cashed out in connection with the Merger is based on the actual cash amount paid (representing the difference between $3.9489 and the applicable per share exercise price). (4) Cumulative total stockholder return (“TSR”) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and (ii) the difference between our stock price at the end of the applicable measurement period and the beginning of the measurement period by (b) our stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2022. (5) The dollar amounts reported for 2023 represent the amount of net income (loss) reflected in ARCA’s audited financial statements for 2023. The dollar amount reported for 2024 represents the amount of net income (loss) reflected in our audited financial statements for the period from February 6, 2024 (inception) to December 31, 2024, as reported in our Annual Report on Form 10-K and the dollar amount reported for 2025 represents the amount of net income (loss) reflected in our audited financial statements for 2025, as reported in our Annual Report on Form 10-K.

  34. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table The information presented in the Pay Versus Performance table reflects different entities across the covered periods. The information for 2023 relates exclusively to ARCA, the information for 2024 reflects a combination of Pre-Merger Oruka, ARCA and the Company following the Merger, and the information for 2025 relates exclusively to the Company. Accordingly, compensation actually paid to Dr. Bristow for each year and to Mr. Keuer in 2024 relates to ARCA, while compensation actually paid to Dr. Klein reflects compensation following the Merger (and, for 2024, includes the year-end value of equity awards granted by Pre-Merger Oruka). From 2023 to 2024, compensation actually paid to Dr. Bristow and Mr. Keuer (who was included as a non-PEO NEO in 2023) increased, generally aligning with the increase in TSR over such period, primarily due to the effect of stock price performance on the valuation of equity awards. Compensation actually paid to Dr. Klein and the non-PEO NEOs for 2024 was significantly influenced by the year-end fair value of equity awards granted by Pre-Merger Oruka during 2024, which are not reflected in the Summary Compensation Table total and therefore do not have an offsetting reduction. This resulted in elevated compensation actually paid amounts for 2024 relative to other periods. While TSR performance as of December 31, 2024 positively impacted the value of these awards, the magnitude of compensation actually paid for 2024 primarily reflects these one-time valuation effects rather than a direct or consistent relationship with TSR. From 2024 to 2025, compensation actually paid to Dr. Klein decreased significantly, while TSR increased over such period. The elevated compensation actually paid in 2024 was primarily attributable to the year-end fair value of equity awards granted by Pre-Merger Oruka. In contrast, compensation actually paid for 2025 was driven by (i) changes in the fair value of outstanding equity awards and (ii) the year-end fair value of equity awards granted during 2025, reflecting a more typical level of equity-based compensation following the one-time impacts in 2024. Although the increase in TSR during 2025 positively affected the valuation of these awards, compensation actually paid is not otherwise directly correlated with TSR as a performance measure, aside from the impact of stock price on equity award valuations. Neither TSR nor net income (loss) was used as a direct performance measure in our executive compensation program for any of the periods presented. Accordingly, there is no direct relationship between compensation actually paid and net income (loss) in any year.