Orchestra BioMed (OBIO) director reports 676-share tax withholding from RSU vesting

Rhea-AI Filing Summary

Orchestra BioMed Holdings, Inc. director Chris Cleary reported an automatic share withholding related to equity compensation. On February 5, 2026, the issuer withheld 676 shares of Common Stock at $3.71 per share to cover tax obligations from vesting restricted stock units.

The footnote clarifies that no shares were sold in the market; this was strictly a tax-withholding event handled by the company. After this transaction, Cleary directly beneficially owned 36,901 shares of Orchestra BioMed common stock.

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^*

Cleary Chris

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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")	02/05/2026		F(1)		676	D	$3.71	36,901	D

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.

	/s/ Andrew Taylor, Attorney-in-Fact	02/06/2026
	** 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 Orchestra BioMed (OBIO) director Chris Cleary report in this Form 4?

Chris Cleary reported a share withholding related to equity compensation. On February 5, 2026, the issuer withheld 676 Orchestra BioMed common shares at $3.71 each to satisfy tax obligations from vesting restricted stock units, with no open-market sale involved.

How many Orchestra BioMed (OBIO) shares were withheld for taxes in Cleary’s transaction?

The company withheld 676 Orchestra BioMed common shares from Chris Cleary. These shares were used to cover tax withholding obligations arising from the vesting of restricted stock units, as noted in the footnote, rather than being sold into the open market.

Were any Orchestra BioMed (OBIO) shares sold on the market in this Form 4 event?

No, the filing states that no shares were sold in the market. The 676 shares were withheld by Orchestra BioMed solely to satisfy tax withholding obligations tied to vesting restricted stock units, meaning there was no discretionary sale by Chris Cleary.

How many Orchestra BioMed (OBIO) shares does Chris Cleary own after this transaction?

After the reported tax-withholding transaction, Chris Cleary beneficially owns 36,901 shares of Orchestra BioMed common stock directly. This post-transaction balance reflects the 676 shares withheld by the issuer in connection with vesting restricted stock units.

What does transaction code “F” signify in this Orchestra BioMed (OBIO) Form 4?

Transaction code “F” indicates a tax-related transfer associated with equity awards. In this case, Orchestra BioMed withheld 676 shares from Chris Cleary to cover withholding taxes due on vesting restricted stock units, rather than Cleary making an elective market trade.