Orchestra BioMed Insider Withholding: Hochman Retains Majority Stake

Rhea-AI Filing Summary

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.

Positive

• No open-market sales occurred; shares were withheld by the issuer to satisfy tax obligations, not sold into the market
• Significant retained ownership: 611,105 shares directly and 446,048 shares indirectly via the DPH 2008 Trust, indicating continued insider alignment
• Clear disclosure of CEO/Chair role and the withholding explanation improves transparency

Negative

• Reduction in direct holdings by 40,355 shares due to tax withholding
• Additional reduction of 3,283 shares withheld, totaling 43,638 shares removed from beneficial ownership to satisfy taxes

Insights

Financial Analyst

TL;DR: Insider tax-withholding reduced holdings modestly; no open-market sales and substantial remaining ownership retained.

The transaction represents customary tax-withholding on vested restricted stock units rather than a voluntary cash sale. Withheld amounts total 43,638 shares at $2.46 per share, preserving the executives economic stake while satisfying tax obligations. The remaining direct ownership of 611,105 shares and indirect holdings of 446,048 via the DPH 2008 Trust indicate continued alignment with shareholders and material insider exposure to company performance.

Corporate Governance Expert

TL;DR: Routine RSU vesting and issuer withholding; disclosure meets Section 16 requirements and notes officer/director status.

The Form 4 discloses withholding to meet tax obligations and explicitly states no shares were sold in the market, which is standard practice for executives to satisfy tax on vesting. The filing identifies Mr. Hochman as both CEO and Chairperson and shows both direct and indirect holdings, including the DPH 2008 Trust. Documentation was executed by an attorney-in-fact and filed promptly, consistent with reporting norms.

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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)
09/17/2025

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")	09/17/2025		F(1)		40,355	D	$2.46	611,105	D
Common Stock	09/17/2025		F(1)		3,283	D	$2.46	446,048	I	By the DPH 2008 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	09/19/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did David P. Hochman report on the OBIO Form 4?

The filing reports withholding of 40,355 and 3,283 shares at $2.46 per share to satisfy tax obligations on vested restricted stock units.

Were any shares sold in the market according to the Form 4 for OBIO?

No. The filing explicitly states no shares were sold in the market; shares were withheld by the issuer to satisfy tax withholding.

How many OBIO shares does Mr. Hochman beneficially own after the transactions?

After the reported transactions Mr. Hochman beneficially owns 611,105 shares directly and 446,048 shares indirectly (DPH 2008 Trust).

What is the transaction date and filing signature date on the Form 4?

The transactions occurred on 09/17/2025 and the form is signed by an attorney-in-fact on 09/19/2025.

What relationship does the reporting person have to Orchestra BioMed (OBIO)?

David P. Hochman is reported as a Director and an Officer; remarks list him as Chief Executive Officer and Chairperson.