Orchestra BioMed executive awarded 397,000 RSUs

Orchestra BioMed Holdings director and executive Darren Sherman received a stock-based award.

Rhea-AI Filing Summary

Orchestra BioMed Holdings director and executive Darren Sherman received a stock-based award. On February 12, 2026, he was granted 397,000 shares of common stock in the form of restricted stock units at a price of $0 per share, bringing his directly owned stake to 1,237,569 shares.

The RSUs vest over three years starting from the February 12, 2026 issue date. Vesting occurs in four equal 25% installments at 18, 24, 30, and 36 months, and each unit converts into one share of common stock if he remains in continuous service as President, Chief Operating Officer, and director.

Insider Trade Summary

Grant/Award: 397,000 shares

Grant/Award 1 txn

Insider Sherman Darren

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.0001 per share	397,000	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.0001 per share — 1,237,569 shares (Direct)

Footnotes (1)

1. F1. Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. The RSUs vest over a three-year period as follows: (i) 25% of the shares will vest 18 months after February 12, 2026 (the "Issue Date"), (ii) 25% of the shares will vest 24 months after the Issue Date, (iii) 25% of the shares will vest 30 months after the Issue Date and (iv) 25% of the shares will vest 36 months after the Issue Date, subject to the Reporting Person's continuous service through such dates.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Darren Sherman report for OBIO?

Darren Sherman reported an acquisition of 397,000 Orchestra BioMed common shares through a grant of restricted stock units. The RSUs were awarded at a price of $0 per share and increase his directly owned holdings to 1,237,569 shares after the transaction.

How do Darren Sherman’s 397,000 RSUs in OBIO vest over time?

The 397,000 restricted stock units vest in four equal 25% installments over three years. Vesting occurs 18, 24, 30, and 36 months after February 12, 2026, provided Darren Sherman continues his service with Orchestra BioMed through each scheduled vesting date.

What is Darren Sherman’s role at Orchestra BioMed (OBIO) in this filing?

In this filing, Darren Sherman is identified as both a director and an officer of Orchestra BioMed. The remarks specify he serves as President and Chief Operating Officer, aligning the RSU award with his ongoing leadership responsibilities at the company.

What does each OBIO restricted stock unit granted to Darren Sherman represent?

Each restricted stock unit granted to Darren Sherman represents a contingent right to receive one share of Orchestra BioMed common stock. The units convert into actual shares only as they vest and are conditioned on his continuous service with the company.

How many OBIO shares does Darren Sherman own after this RSU grant?

Following the February 12, 2026 restricted stock unit grant, Darren Sherman beneficially owns 1,237,569 shares of Orchestra BioMed common stock directly. This total includes the newly awarded 397,000 RSUs reported as an acquisition at a price of $0 per share.

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

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Accepted by SEC EDGAR 02/13/2026 - 05:01 PM Learn about SEC filing dates

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)
02/12/2026

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	02/12/2026		A		397,000(1)	A	$0	1,237,569	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 an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. The RSUs vest over a three-year period as follows: (i) 25% of the shares will vest 18 months after February 12, 2026 (the "Issue Date"), (ii) 25% of the shares will vest 24 months after the Issue Date, (iii) 25% of the shares will vest 30 months after the Issue Date and (iv) 25% of the shares will vest 36 months after the Issue Date, subject to the Reporting Person's continuous service through such dates.

Remarks:

President and Chief Operating Officer

	/s/ Andrew Taylor, Attorney-in-Fact	02/13/2026
	** 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.