OBIO executive tax withholding on RSU vesting, 846,157 shares owned

Rhea-AI Filing Summary

Orchestra BioMed Holdings, Inc. (OBIO) reported an insider equity transaction involving one of its executives, who is both a director and the President and Chief Operating Officer. On 11/25/2025, the company withheld 40,340 shares of common stock at a price of $5.35 per share to cover tax withholding obligations tied to the vesting of restricted stock units. The filing states that no shares were sold in the open market as part of this event. After this tax-related withholding, the reporting person beneficially owns 846,157 shares of OBIO common stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sherman Darren

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.0001 per share	40,340	$5.35	$216K

Holdings After Transaction: Common Stock, par value $0.0001 per share — 846,157 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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
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 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)
11/25/2025

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	11/25/2025		F(1)		40,340	D	$5.35	846,157	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.

Remarks:

President and Chief Operating Officer

	/s/ Andrew Taylor, Attorney-in-Fact	11/26/2025
	** 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 insider transaction did Orchestra BioMed (OBIO) report in this Form 4?

The filing reports that an executive who is also a director had 40,340 shares of common stock withheld on 11/25/2025 to satisfy tax withholding obligations related to vesting restricted stock units.

Did the Orchestra BioMed (OBIO) insider sell any shares in the market?

According to the filing, no shares were sold in the market; the 40,340 shares were withheld by the issuer solely to cover tax withholding obligations on vested restricted stock units.

How many Orchestra BioMed (OBIO) shares does the reporting person own after the transaction?

Following the tax-withholding transaction, the reporting person beneficially owns 846,157 shares of Orchestra BioMed common stock, held directly.

What was the reported price for the Orchestra BioMed (OBIO) shares withheld for taxes?

The shares withheld to satisfy tax obligations were valued at a reported price of $5.35 per share in the Form 4.

What role does the reporting person hold at Orchestra BioMed (OBIO)?

The reporting person is identified as both a director and an officer, serving as the company’s President and Chief Operating Officer.