Orchestra BioMed Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Orchestra BioMed (Nasdaq: OBIO) announced that on February 12, 2026 its Compensation Committee granted stock options for an aggregate of 120,000 shares to nine newly hired employees under the 2025 New Hire Inducement Plan.

The options vest over a four-year period and were issued as inducement awards in accordance with Nasdaq Listing Rule 5635(c)(4).

Key Figures

Inducement options: 120,000 shares New hires: 9 employees Vesting period: 4 years

3 metrics

Inducement options 120,000 shares Stock options granted under 2025 New Hire Inducement Plan

New hires 9 employees Recipients of inducement stock option grants

Vesting period 4 years Vesting schedule for new-hire stock options

Market Reality Check

Price: $3.83 Vol: Volume 130,259 is at 0.65...

low vol

$3.83 Last Close

Volume Volume 130,259 is at 0.65x the 20-day average of 201,864, indicating lighter trading before this filing. low

Technical Shares at $3.82 are trading above the 200-day MA of $3.41, despite a -5.91% 24h move.

Peers on Argus

OBIO fell 5.91% while peers showed mixed moves: PLX -2.39%, GLSI -6.44%, SGMO -4...

1 Up

OBIO fell 5.91% while peers showed mixed moves: PLX -2.39%, GLSI -6.44%, SGMO -4.34%, but CYBN +0.12% and THTX +0.89%. Scanner data flags this as stock-specific rather than a broad sector move.

Historical Context

5 past events · Latest: Jan 12 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 12	Strategic proceeds update	Positive	-2.9%	Expected up to $21M cash from Vivasure sale to Haemonetics.
Jan 09	Acquisition headline	Positive	-0.8%	Vivasure Medical acquisition by Haemonetics with milestone-based value.
Dec 08	Clinical presentations	Positive	-0.2%	Presentations on AVIM Therapy and Virtue SAB at cardiology meeting.
Nov 26	Inducement grants	Neutral	+1.5%	Stock options for 12 new hires under inducement plan.
Nov 11	Investor conferences	Positive	+8.5%	Planned participation in late-2025 healthcare investor conferences.

Pattern Detected

Recent positive strategic and partnership updates often coincided with weak or negative next-day moves, while investor-relations activity drew a stronger positive reaction.

Recent Company History

Over the last few months, OBIO highlighted several strategic and corporate events. On Jan 12, 2026, it expected up to $21 million from the Vivasure sale, yet shares fell. Earlier Vivasure acquisition headlines and cardiology meeting presentations in late 2025 also saw modest or negative reactions. By contrast, news of participation in institutional investor conferences on Nov 11, 2025 coincided with an 8.47% gain. A prior inducement grant on Nov 24, 2025 saw a modest positive move.

Regulatory & Risk Context

Active S-3 Shelf · $7.3 million

Shelf Active

Active S-3 Shelf Registration 2025-10-31

$7.3 million registered capacity

An effective resale registration filed on Oct 31, 2025 covers up to 8,027,890 shares of common stock for selling stockholders. OBIO would only receive up to $7.3 million if the Ligand warrant at $3.67 per share is exercised for cash; it receives no proceeds from stockholder resales.

Market Pulse Summary

This announcement details routine inducement stock option grants—covering 120,000 shares for 9 new e...

Analysis

This announcement details routine inducement stock option grants—covering 120,000 shares for 9 new employees vesting over 4 years—under Nasdaq Listing Rule 5635(c)(4). It signals ongoing hiring rather than a change in strategy. In the background, OBIO has disclosed a resale registration for up to 8,027,890 shares and potential warrant proceeds of $7.3 million. Investors may track future corporate updates and capital-related filings alongside operational milestones.

Key Terms

nasdaq listing rule 5635(c)(4), stock options

2 terms

nasdaq listing rule 5635(c)(4) regulatory

"in accordance with Nasdaq Listing Rule 5635(c)(4)."

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

stock options financial

"granted stock options to purchase an aggregate of 120,000 shares"

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

AI-generated analysis. Not financial advice.

NEW HOPE, Pa., Feb. 13, 2026 (GLOBE NEWSWIRE) -- Orchestra BioMed Holdings, Inc. (Nasdaq: OBIO) (“Orchestra BioMed” or the “Company”), a biomedical company accelerating high-impact technologies to patients through strategic partnerships with market-leading global medical device companies, reported today that, on February 12, 2026, the Compensation Committee of the Orchestra BioMed Board of Directors granted stock options to purchase an aggregate of 120,000 shares of the Company’s common stock to nine newly hired employees. The awards were granted pursuant to the Orchestra Biomed Holdings, Inc. 2025 New Hire Inducement Plan as an inducement material to each new employee entering employment with Orchestra Biomed, in accordance with Nasdaq Listing Rule 5635(c)(4). The stock options granted to each new employee will vest over a four-year period.

Orchestra Biomed is providing this information in accordance with Nasdaq Listing Rule 5635(c)(4).

About Orchestra BioMed
Orchestra BioMed is a biomedical innovation company accelerating high-impact technologies to patients through strategic collaborations with market-leading global medical device companies. The Company’s two flagship product candidates - Atrioventricular Interval Modulation (AVIM) Therapy and Virtue^® Sirolimus AngioInfusion™ Balloon (Virtue SAB) - are currently undergoing pivotal clinical trials for their lead indications, each representing multi-billion-dollar annual global market opportunities. AVIM Therapy is a bioelectronic treatment for hypertension, the leading risk factor for death worldwide, and is designed to be delivered as a firmware upgrade to a pacemaker and achieve immediate, substantial and sustained reductions in blood pressure in patients with hypertensive heart disease. The Company has a strategic collaboration with Medtronic, one of the largest medical device companies in the world, for the development and commercialization of AVIM Therapy for the treatment of uncontrolled hypertension in pacemaker-indicated patients. AVIM Therapy has FDA Breakthrough Device Designation for these patients, as well as an estimated 7.7 million total patients in the U.S. with uncontrolled hypertension despite medical therapy and increased cardiovascular risk. Virtue SAB is a highly differentiated, first-of-its-kind non-coated drug delivery angioplasty balloon system designed to deliver a large liquid dose of proprietary extended-release formulation of sirolimus, SirolimusEFR™, for the treatment of atherosclerotic artery disease, the leading cause of mortality worldwide. Virtue SAB has been granted Breakthrough Device Designation by the FDA for the treatment of coronary ISR, coronary small vessel disease and below-the-knee peripheral artery disease. For further information about Orchestra BioMed, please visit www.orchestrabiomed.com, and follow us on LinkedIn.

Investor Contact:
Silas Newcomb
Orchestra BioMed
Snewcomb@orchestrabiomed.com

Media Contact:
Kelsey Kirk-Ellis
Orchestra BioMed
kkirkellis@orchestrabiomed.com

FAQ

What did Orchestra BioMed (OBIO) disclose about new hire stock option grants on February 13, 2026?

Orchestra BioMed disclosed grants of 120,000 stock options to nine new employees as inducement awards. According to the company, the awards were issued under the 2025 New Hire Inducement Plan and comply with Nasdaq Listing Rule 5635(c)(4).

How do the OBIO new hire options vest and what is the vesting period?

The OBIO stock options vest over a four-year period for the newly hired employees. According to the company, each grant follows that four-year vesting schedule as part of standard inducement compensation terms.

How many employees received option grants and what is the share aggregate for OBIO's inducement awards?

Nine newly hired employees received option grants totaling 120,000 shares in aggregate. According to the company, the awards were granted by the Compensation Committee on February 12, 2026 under the inducement plan.

Under what plan were Orchestra BioMed's (OBIO) February 2026 inducement grants issued?

The awards were issued under the 2025 New Hire Inducement Plan specifically designed for new employees. According to the company, the Compensation Committee granted the options pursuant to that plan and Nasdaq rule compliance.

Do Orchestra BioMed's (OBIO) inducement grants affect Nasdaq disclosure requirements?

Yes, the grants were disclosed to satisfy Nasdaq Listing Rule 5635(c)(4) reporting requirements for inducement awards. According to the company, the report documents the Compensation Committee's grant of the options on February 12, 2026.