Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 3, 2024, Oruka Therapeutics, Inc. (the "Company") and each of Lawrence Klein, the Company's Chief Executive Officer, and Arjun Agarwal, the Company's Senior Vice President, Finance, entered into amended and restated employment letter agreements (the "Amended Agreements"). In addition to ministerial changes, the Amended Agreements revised each executive's potential severance benefits and payments.

Under Dr. Klein's Amended Agreement, in the event of a termination without cause or resignation for good reason more than three months prior to or more than 12 months following a change in control of the Company, he would be eligible to receive: (i) severance payments equal to 12 months of his base salary, (ii) accelerated vesting of 30% of the unvested portion of any outstanding time-based equity awards, and (iii) Company-subsidized continuation coverage under the Company's group health plans for up to 12 months; however, if such termination occurs within three months prior to or within 12 months following a change in control of the Company, he would instead be eligible to receive: (A) severance payments equal to 1.5 times the sum of his base salary and target bonus, (B) accelerated vesting of all outstanding equity awards (with performance-based equity awards vesting based on the greater of target or actual performance unless otherwise provided in the applicable award agreement), and (C) Company-paid continuation coverage under the Company's group health plans for up to 18 months. In addition, in the event of his termination due to death or disability, Dr. Klein's Amended Agreement provides for accelerated vesting of all outstanding time-based equity awards.

Under Mr. Agarwal's Amended Agreement, in the event of a termination without cause more than three months prior to or more than 12 months following a change in control of the Company, he would be eligible to receive: (i) severance payments equal to nine months of his base salary, and (ii) Company-subsidized continuation coverage under the Company's group health plans for up to nine months; however, if such termination occurs within three months prior to or within 12 months following a change in control of the Company, he would instead be eligible to receive: (A) severance payments equal to 0.75 times the sum of his base salary and target bonus, (B) accelerated vesting of all outstanding equity awards (with performance-based equity awards vesting based on the greater of target or actual performance unless otherwise provided in the applicable award agreement), and (C) Company-paid continuation coverage under the Company's group health plans for up to nine months.

The foregoing description of the Amended Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Amended Agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.