Orchestra BioMed (OBIO) CEO details RSU-related tax share withholding by insider

Rhea-AI Filing Summary

Orchestra BioMed Holdings, Inc. reported that a director who also serves as Chief Executive Officer and Chairperson had company shares withheld on 12/10/2025 to cover taxes from vesting restricted stock units. The issuer withheld 40,355 shares of Common Stock at $4.67 per share from the reporting person's direct holdings and 3,283 shares at the same price from shares held through the DPH 2008 Trust, with no shares sold in the market.

After these transactions, the reporting person beneficially owns 572,467 shares of Common Stock directly and 439,482 shares indirectly through the DPH 2008 Trust, along with smaller indirect holdings of 2,000 shares in each of three 2019 trusts and 3,140 shares in the NSH 2008 Family Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hochman David P

(Last) (First) (Middle)

C/O ORCHESTRA BIOMED HOLDINGS, INC.

150 UNION SQUARE DRIVE

(Street)

NEW HOPE PA 18938

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Orchestra BioMed Holdings, Inc. [ OBIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share ("Common Stock")	12/10/2025		F(1)		40,355	D	$4.67	572,467	D
Common Stock	12/10/2025		F(1)		3,283	D	$4.67	439,482	I	By the DPH 2008 Trust
Common Stock								2,000	I	By the Solomon Ascher Hochman 2019 Trust
Common Stock								2,000	I	By the Hannah Hochman 2019 Trust
Common Stock								2,000	I	By the Judah Herman Hochman 2019 Trust
Common Stock								3,140	I	By the NSH 2008 Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the withholding of shares by the Issuer to satisfy tax withholding obligations in connection with vesting of restricted stock units. No shares were sold in the market as a result of the vesting of these restricted stock units and the satisfaction of tax withholding obligations.

Remarks:

Chief Executive Officer and Chairperson

	/s/ Andrew Taylor, Attorney-in-Fact	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Orchestra BioMed (OBIO) disclose in this filing?

A director and officer of Orchestra BioMed Holdings, Inc. reported that on 12/10/2025 the issuer withheld 40,355 directly held shares and 3,283 indirectly held shares of Common Stock at $4.67 per share to satisfy tax withholding obligations tied to vesting restricted stock units.

Were any Orchestra BioMed (OBIO) shares sold on the open market in this insider transaction?

No. The explanation states that the reported amounts represent shares withheld by the issuer to cover tax obligations from restricted stock unit vesting, and that no shares were sold in the market as a result.

What is the role of the reporting person at Orchestra BioMed (OBIO)?

The reporting person is identified as both a Director and an Officer, with the title Chief Executive Officer and Chairperson of Orchestra BioMed Holdings, Inc.

How many Orchestra BioMed shares does the insider own after the reported transaction?

Following the withholding, the insider beneficially owns 572,467 shares of Common Stock directly and 439,482 shares indirectly through the DPH 2008 Trust, plus indirect holdings of 2,000 shares in each of three 2019 trusts and 3,140 shares in the NSH 2008 Family Trust.

What does transaction code "F" mean in this Orchestra BioMed insider report?

The filing uses transaction code F and explains that it represents the withholding of shares by the issuer to satisfy tax withholding obligations in connection with vesting of restricted stock units.

Why are some Orchestra BioMed (OBIO) shares listed as indirectly owned through trusts?

The table shows indirect ownership where shares are held by trusts, including the DPH 2008 Trust, several 2019 trusts, and the NSH 2008 Family Trust, reflecting beneficial ownership through those entities rather than direct personal holding.