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  4. [Form 4] Orchestra BioMed Holdings, Inc. Insider Trading Activity

Orchestra BioMed (NASDAQ: OBIO) exec cites tax share withholding and son's 2,000-share buy

Filing Impact
(Neutral)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

For Orchestra BioMed Holdings, Inc. (OBIO), President and Chief Operating Officer Darren Sherman reported two transactions in Common Stock on August 26, 2026. First, 4,925 shares were withheld by the company at $5.26 per share to satisfy tax withholding obligations upon vesting of restricted stock units, leaving 1,149,402 shares held directly; no shares were sold in the market for this event. Second, an account held by Mr. Sherman’s son purchased 2,000 shares at $5.33 per share, reported as indirect ownership, but Mr. Sherman disclaims beneficial ownership of those shares.

Positive

  • None.

Negative

  • None.
Insider Sherman Darren
Role See Remarks
Bought 2,000 shs ($11K)
Type Security Shares Price Value
Tax Withholding Common Stock, par value $0.0001 per share ("Common Stock") F1 4,925 $5.26 $26K
Purchase Common Stock F2 2,000 $5.33 $11K
Holdings After Transaction: Common Stock, par value $0.0001 per share ("Common Stock") — 1,149,402 shares (Direct); Common Stock — 2,000 shares (Indirect, By son)
Footnotes (2)
  1. F1. Represents the withholding of shares by the Issuer to satisfy tax withholding obligations in connection with vesting of restricted stock units ("RSUs"). No shares were sold in the market as a result of the vesting of these RSUs and the satisfaction of tax withholding obligations.
  2. F2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Shares withheld for tax on RSU vesting 4,925 shares Common Stock withheld on August 26, 2026 to satisfy tax withholding obligations
Tax-withholding reference price $5.26 per share Price used for 4,925-share RSU-related withholding on August 26, 2026
Direct holdings after tax withholding 1,149,402 shares Common Stock held directly by Darren Sherman following the RSU-related withholding
Indirect purchase shares 2,000 shares Common Stock purchased on August 26, 2026 in an account held by Mr. Sherman's son
Indirect purchase price $5.33 per share Price for 2,000-share indirect Common Stock purchase on August 26, 2026
restricted stock units ("RSUs") financial
"in connection with vesting of restricted stock units ("RSUs")."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
tax withholding obligations financial
"to satisfy tax withholding obligations in connection with vesting"
beneficial ownership financial
"disclaims beneficial ownership of these securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
indirect ownership financial
"reported as indirect ownership, held by son"

FAQ

What insider transactions did OBIO executive Darren Sherman report on August 26, 2026?
He reported 4,925 shares of OBIO withheld to cover RSU tax obligations and an indirect purchase of 2,000 shares through his son’s account, with $5.26 and $5.33 per-share prices, respectively.

Did Darren Sherman sell any OBIO shares into the market in this Form 4?
No. The 4,925-share disposition was due to tax withholding on vesting RSUs, and the filing states that no OBIO shares were sold in the market for this tax event.

How many OBIO shares does Darren Sherman hold directly after these transactions?
After the tax-withholding event, Darren Sherman holds 1,149,402 OBIO shares directly, according to the reported post-transaction ownership figure.

What OBIO shares are reported as indirectly owned by Darren Sherman?
An account held by his son holds 2,000 OBIO shares, reported as indirect ownership. The filing states that Mr. Sherman disclaims beneficial ownership of these securities.

At what prices were the August 26, 2026 OBIO transactions reported?
The RSU tax-withholding disposition used a price of $5.26 per share for 4,925 shares, and the indirect open-market purchase of 2,000 shares was reported at $5.33 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
Sherman Darren
(Last)(First)(Middle)
C/O ORCHESTRA BIOMED HOLDINGS, INC.
150 UNION SQUARE DRIVE
(Street)
NEW HOPE PENNSYLVANIA 18938
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Orchestra BioMed Holdings, Inc. [ OBIO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.0001 per share ("Common Stock")08/26/2026F(1)4,925D$5.261,149,402D
Common Stock08/26/2026P2,000(2)A$5.332,000(2)IBy son
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 ("RSUs"). No shares were sold in the market as a result of the vesting of these RSUs and the satisfaction of tax withholding obligations.
2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Remarks:
President and Chief Operating Officer
/s/ Andrew Taylor, Attorney-in-Fact08/28/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR