Oruka Therapeutics, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

ORUKA THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 2, 2025

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Oruka Therapeutics, Inc., a Delaware corporation. The meeting will be held virtually on Monday, June 2, 2025 at 8:00 a.m. Pacific Time via live audio-only webcast atwww.virtualshareholdermeeting.com/ORKA2025. The meeting will be held online only. You will be able to vote your shares electronically over the Internet and submit questions online during the meeting by logging in to the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. Online check-in will begin at 7:45 a.m. Pacific Time and you should allow ample time for the check-in procedures. You may submit questions before the meeting by visitingwww.proxyvote.com.

The Annual Meeting of Stockholders is being convened for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

1. To elect the two Class I director nominees named in the Proxy Statement to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Oruka Therapeutics, Inc. for its fiscal year ending December 31, 2025.

3. To approve, on a non-binding, advisory basis, the compensation for our named executive officers.

4. To vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve compensation for our named executive officers.

5. To conduct any other business properly brought before the meeting or any adjournments or postponements thereof.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting of Stockholders is April 7, 2025. Only stockholders of record at the close of business on that date will be entitled to notice of the meeting and to vote at the meeting.

Unless otherwise announced differently at the meeting or on the meeting website, in the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting of Stockholders to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting of Stockholders, the meeting chair or secretary will convene the meeting at 9:00 a.m. Pacific Time on the date specified above and at our address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair or secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of our website atorukatx.com.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held virtually on June 2, 2025 via live audio-only webcast at www.virtualshareholdermeeting.com/ORKA2025 The Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com.

OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF THE TWO DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT, “FOR” PROPOSALS 2 AND 3 AND “ONE-YEAR” FOR PROPOSAL 4.

By Order of the Board of Directors

/s/ Paul Quinlan

Paul Quinlan

Corporate Secretary

Menlo Park, California

April 18, 2024

You are cordially invited to attend the meeting virtually. Whether or not you expect to attend the meeting virtually via live audio-only webcast, please complete, date, sign and return the proxy card or voting instruction form if sent to you, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote electronically during the meeting.

PROXY STATEMENT

The following information is a summary only and does not contain all the information that you should consider in connection with this Proxy Statement. Please read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

• Date and Time: Monday, June 2, 2025 at 8:00 a.m. Pacific Time. Online check-in will begin at 7:45 a.m. Pacific Time and you should allow ample time for the check-in procedures.

• Location: The meeting will be held virtually via live audio-only webcast atwww.virtualshareholdermeeting.com/ORKA2025.

• Admission: To attend the meeting, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

• Record Date: April 7, 2025.

• Proxy Mailing Date: Beginning on or about April 18, 2025.

• Stockholders as of the Record Date are entitled to notice of the Annual Meeting and to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals.

Voting Matters

Stockholders are being asked to vote on the following matters:

The Proxy Statement and Annual Report to Stockholders are available atwww.proxyvote.com.