Orchestra BioMed Holdings Inc SEC Filings

Orchestra BioMed Holdings (OBIO) director John Prosper Mack received two equity awards on June 24, 2025:

• 12,422 Restricted Stock Units (RSUs) with a $0 exercise price
• 36,797 Stock Options with an exercise price of $3.22 per share and expiration date of June 24, 2035

Both awards vest in a single installment at the earlier of: (1) one-year anniversary of grant date or (2) the 2026 Annual Meeting of Stockholders, subject to continued service. Following these transactions, Mack directly owns 25,286 shares of common stock and 36,797 stock options. This compensation structure aligns the director's interests with shareholders through both full-value shares and appreciation-only options.

Orchestra BioMed Holdings (OBIO) reported insider trading activity through a Form 4 filing for director Pamela Ann Connealy. On June 24, 2025, Connealy received two equity awards:

• 12,422 Restricted Stock Units (RSUs) with zero exercise price, bringing her total direct ownership to 33,711 shares
• 36,797 Stock Options with an exercise price of $3.22, expiring June 24, 2035

Both awards vest in a single installment at the earlier of: (1) one-year anniversary of the grant date, or (2) the 2026 Annual Meeting of Stockholders, subject to continuous service. The transaction was executed pursuant to the company's director compensation program, with the filing submitted by Andrew Taylor as attorney-in-fact on June 26, 2025.

Orchestra BioMed Holdings (OBIO) reported insider trading activity for Director Eric S. Fain on June 24, 2025. The transactions include:

• Acquisition of 12,422 restricted stock units (RSUs) at $0, held indirectly through the Fain Living Trust. Each RSU converts to one share of common stock
• Grant of 36,797 stock options with an exercise price of $3.22, held directly

Both the RSUs and stock options will vest in a single installment at the earlier of: (1) one-year anniversary of the grant date or (2) the 2026 Annual Meeting of Stockholders, subject to continuous service. Following these transactions, Fain beneficially owns 53,632 shares indirectly through the trust and 36,797 stock options directly. The Form 4 was filed by Andrew Taylor as attorney-in-fact on June 26, 2025.

Orchestra BioMed Holdings (OBIO) reported insider trading activity through a Form 4 filing for Director David Pacitti. On June 24, 2025, Pacitti received two equity compensation awards:

• 12,422 Restricted Stock Units (RSUs) with a $0 exercise price, bringing his direct ownership to 29,968 shares
• 36,797 Stock Options with an exercise price of $3.22 per share, expiring June 24, 2035

Both the RSUs and stock options will vest in a single installment at the earlier of: (1) one-year anniversary of the grant date, or (2) the company's 2026 Annual Meeting of Stockholders, subject to continued service. This equity compensation aligns the director's interests with shareholders through a combination of full-value shares and performance incentives.

Orchestra BioMed Holdings Director Eric S. Fain has filed a Form 144 notice for the proposed sale of 2,683 shares of common stock through Fidelity Brokerage Services, with an aggregate market value of $8,194.15.

Key details of the transaction:

• The shares were acquired on June 25, 2025, through restricted stock vesting as compensation
• The sale is planned for June 26, 2025, on NASDAQ
• The sale is being conducted to cover tax obligations from a vested equity award distribution
• The transaction will be executed through the Fain Living Trust, where Eric S. Fain serves as trustee

The filing indicates that the seller has no knowledge of undisclosed material adverse information regarding Orchestra BioMed's operations. The company currently has 38,312,512 shares outstanding.

On 24 June 2025 Orchestra BioMed Holdings, Inc. (NASDAQ: OBIO) filed a Form 8-K (Item 5.07) disclosing the final voting results of its 2025 Annual Meeting of Stockholders. Of the 38,312,512 shares entitled to vote, 28,177,159 shares (73.6%) were present in person or by proxy, establishing a quorum.

Proposal 1 – Election of Class II Directors (terms expiring 2028)

• Chris Cleary: 24,555,860 for / 64,650 withheld / 3,556,649 broker non-votes
• Pamela Connealy: 23,674,360 for / 946,150 withheld / 3,556,649 broker non-votes
• David Pacitti: 24,227,123 for / 393,387 withheld / 3,556,649 broker non-votes

All three nominees were elected by comfortable majorities.

Proposal 2 – Ratification of Independent Auditor

• Ernst & Young LLP re-appointed for the fiscal year ending 31-Dec-2025 with 28,140,709 for, 34,087 against and 2,363 abstentions (no broker non-votes).

No other matters were submitted and the filing provides no financial metrics, guidance or strategic updates. The disclosure is routine, focused solely on corporate governance housekeeping and does not indicate any immediate operational or financial impact.

Form 4 overview: Orchestra BioMed Holdings, Inc. (ticker OBIO) reported an insider transaction by Principal Accounting Officer Joshua Aiello on 06/18/2025.

Key details: 393 shares of "Common Stock, $0.0001 par value" were withheld (Transaction Code F) at a price of $2.99 per share to cover tax obligations triggered by the vesting of restricted stock units. No shares were sold on the open market.

Post-transaction ownership: Mr. Aiello now directly owns 4,329 OBIO shares. No derivative securities were reported, and no 10b5-1 trading plan box was marked.

Investor take-away: Code F transactions are administrative and typically have negligible market impact because they do not reflect discretionary buying or selling. The filing neither alters the company’s fundamentals nor signals a shift in insider sentiment.