Orchestra BioMed Holdings Inc SEC Filings

Orchestra BioMed Holdings, Inc. (OBIO) furnished an investor presentation under Item 7.01 of a Form 8-K. The slide deck is attached as Exhibit 99.1 and is also available on the company’s website in the Investor Relations section.

The information was furnished, not filed, meaning it is not subject to Section 18 of the Exchange Act and is not incorporated by reference into other Securities Act or Exchange Act filings. OBIO’s common stock trades on the Nasdaq Global Market under the symbol OBIO, and the company is identified as an emerging growth company.

Orchestra BioMed (OBIO) ended its prior distribution agreement with Terumo and granted Terumo a right of first refusal on Virtue SAB for coronary use in exchange for a $10 million fee due within 10 business days. Concurrently, Terumo agreed to purchase 200,000 shares of Series A Convertible Preferred Stock at $100 per share for $20.0 million in gross proceeds, via a private placement exempt under Section 4(a)(2).

The Series A Preferred carries a $100 per share liquidation value, no voting rights, and participating dividends. Conversion is permitted after primary endpoint data are publicly disclosed and the common stock trades above $15.00 on any trading day thereafter, or upon a Change of Control, at the greater of $12.00 or a 20% discount to the conversion-date closing price; at $12.00, 200,000 shares would convert into up to 1,666,666 common shares. Terumo’s 493,037 common shares are locked up until October 24, 2026.

The company also announced first patient enrollments in its U.S. IDE pivotal Virtue Trial, targeting 740 patients at up to 75 centers, with enrollment completion planned for mid-2027.

A director of Orchestra BioMed Holdings, Inc. (OBIO) reported a purchase of company common stock on 09/19/2025. The Form 4 shows 1,000 shares were acquired at $2.45 per share, bringing the reporting persons beneficial ownership to 108,482 shares, held directly. The filing was signed by an attorney-in-fact on behalf of the reporting person.

Joshua Aiello, Principal Accounting Officer reported a routine withholding transaction related to vested restricted stock units. On 09/17/2025 he had 203 shares of Orchestra BioMed Holdings, Inc. (OBIO) disposed of at $2.46 per share under transaction code F(1), which the filer explains represents shares withheld to satisfy tax withholding obligations upon vesting of restricted stock units. The filing shows 19,126 shares beneficially owned following the transaction, held directly. The form is signed by an attorney-in-fact on behalf of the reporting person on 09/19/2025. No market sale occurred according to the explanation.

Andrew Taylor, Chief Financial Officer of Orchestra BioMed Holdings, Inc. (OBIO) reported a non‑derivative transaction on 09/17/2025 reflecting the withholding of 16,102 common shares at an effective price of $2.46 to satisfy tax withholding obligations associated with the vesting of restricted stock units. The filing shows 466,686 shares remain beneficially owned after the withholding. The Form 4 was signed by the reporting person on 09/19/2025. The disclosure notes that no shares were sold in the market as part of the tax withholding.

Orchestra BioMed Holdings, Inc. (OBIO) Form 4: The filing reports that David P. Hochman, Chief Executive Officer and Chairperson, had shares withheld to satisfy tax obligations upon vesting of restricted stock units on 09/17/2025. The issuer withheld 40,355 shares at a price of $2.46 each and 3,283 shares at $2.46 each, with no market sales executed. After these transactions Mr. Hochman beneficially owns 611,105 shares directly and 446,048 shares indirectly (held by the DPH 2008 Trust). The form was signed by an attorney-in-fact on 09/19/2025.

Eric S. Fain, a director of Orchestra BioMed Holdings, Inc. (OBIO), reported an acquisition of 5,760 shares of the company's common stock at a weighted-average price of $2.61 per share. Following this transaction the reporting person beneficially owns 71,709 shares indirectly through the Fain Living Trust. The filing identifies the purchase as multiple transactions aggregated to a weighted-average price and notes the reporting person is filing individually as a director. No derivative transactions, dispositions, or other changes in ownership are reported in this Form 4.

Orchestra BioMed Holdings, Inc. (OBIO) reporting person Darren Sherman, identified as President and Chief Operating Officer, acquired 3,000 shares of the company's common stock on 08/25/2025 at a price of $2.62 per share. Following the transaction, Mr. Sherman directly beneficially owns 926,837 shares. The Form 4 was signed by an attorney-in-fact.

David P. Hochman, Chief Executive Officer and Chairperson of Orchestra BioMed Holdings, Inc. (OBIO), reported purchasing a total of 6,000 shares of the company's common stock on 08/21/2025 at a weighted-average price of $2.49 per share (individual trade prices ranged from $2.49 to $2.50). After the reported purchase, Mr. Hochman beneficially owns 651,460 shares directly and additional shares indirectly via multiple family trusts (total indirect positions listed: 449,331; 2,000; 2,000; 2,000; 3,140). The Form 4 was signed by an attorney-in-fact on 08/25/2025. The filing discloses insider buying by the CEO/chair but does not provide reasons for the transactions.