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

Rhea-AI Filing Summary

Orchestra BioMed Holdings reported that Director and CEO David P. Hochman was awarded 100,000 restricted stock units (RSUs) on 08/07/2025, each representing a contingent right to one share of common stock. After the award, Mr. Hochman's reported direct beneficial ownership is 645,460 shares; indirect holdings include 449,331 shares held by the DPH 2008 Trust and smaller trust holdings of 2,000, 2,000, 2,000 and 3,140 shares. The RSUs vest over three years in three tranches: 33.33% at 24 months, 33.33% at 30 months and 33.34% at 36 months, subject to continuous service. The filing identifies Mr. Hochman as Chief Executive Officer and Chairperson.

Positive

• 100,000 RSUs awarded to the CEO supports long-term retention through time-based vesting
• Clear vesting schedule: 33.33% at 24 months, 33.33% at 30 months, 33.34% at 36 months, subject to service
• Substantial reported direct ownership of 645,460 shares by the reporting person, indicating aligned ownership

Negative

• Potential dilution of 100,000 shares if all RSUs vest and convert into common stock
• Grant is service-based only; filing discloses no performance-based vesting conditions for these RSUs
• Significant indirect holdings (DPH 2008 Trust: 449,331 shares) concentrate insider ownership

Insights

Securities Analyst

TL;DR: CEO granted 100,000 RSUs, raising direct holdings to 645,460; vesting is time-based over three years.

The award is a sizeable time-based equity grant that increases the reporting persons direct beneficial ownership to 645,460 shares. The RSUs are explicitly defined as contingent rights to one share each and vest in three tranches (24, 30, 36 months) subject to continued service. The filing also discloses meaningful indirect holdings via the DPH 2008 Trust (449,331 shares) and several family trusts, which together show concentrated insider ownership. This is a routine executive compensation disclosure with clear vesting mechanics and no derivative transactions reported.

Corporate Governance Expert

TL;DR: Time-based RSU grant aligns retention incentives but contains no disclosed performance conditions; substantial insider trust holdings noted.

The grants vesting schedule is purely service-based: 33.33% vesting at 24 months, 33.33% at 30 months and 33.34% at 36 months, contingent on continuous service. The filing explicitly lists both direct and indirect ownership stakes, including the DPH 2008 Trust holding 449,331 shares and multiple family trusts with small holdings. There are no derivative securities reported and the RSUs are recorded as contingent rights to common stock. From a governance perspective, the disclosure is clear on mechanics and ownership but does not show performance-based conditions in this award.

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)
08/07/2025

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")	08/07/2025		A		100,000(1)	A	$0	645,460	D
Common Stock	08/07/2025		A		100,000(1)	A	$0	449,331	I	By the DPH 2008 Trust
Common Stock								2,000	I	By the Solomon Ascher Hochman 2019 Trust
Common Stock								2,000	I	By the Hannah Hochman 2019 Trust
Common Stock								2,000	I	By the Judah Herman Hochman 2019 Trust
Common Stock								3,140	I	By the NSH 2008 Family 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 an award of restricted stock units ("RSUs") to the Reporting Person on August 7, 2025 (the "Grant Date"). Each RSU represents a contingent right to receive one share of Common Stock. The RSUs vest over a three-year period as follows: (i) 33.33% of the shares will vest 24 months after the Grant Date, (ii) 33.33% of the shares will vest 30 months after the Grant Date, and (iii) 33.34% of the shares will vest 36 months after the Grant Date, subject to the Reporting Person's continuous service through such dates.

Remarks:

Chief Executive Officer and Chairperson

	/s/ Andrew Taylor, Attorney-in-Fact	08/08/2025
	** 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

Who filed the Form 4 for Orchestra BioMed (OBIO)?

The reporting person is David P. Hochman, identified as a Director, Chief Executive Officer and Chairperson.

What was granted to the insider in the OBIO Form 4?

The filing reports an award of 100,000 restricted stock units (RSUs), each representing a contingent right to one share of common stock.

How does the RSU vesting schedule work for the OBIO grant?

The RSUs vest over three years: 33.33% at 24 months, 33.33% at 30 months, and 33.34% at 36 months, contingent on continuous service.

How many shares does the reporting person beneficially own after the transaction?

The filing reports 645,460 shares beneficially owned directly following the reported transaction.

Are there indirect holdings disclosed in the OBIO Form 4?

Yes. The filing discloses 449,331 shares held indirectly by the DPH 2008 Trust and smaller indirect holdings of 2,000, 2,000, 2,000 and 3,140 shares by listed family trusts.