RTW Funds exercise 1.25M Orchestra BioMed warrants

RTW Investments, LP and affiliated RTW Funds associated with Roderick Wong reported exercising 1,250,032 Pre-Funded Warrants of Orchestra BioMed Holdings, Inc. into common stock at $0.0001 per share on April 27, 2026.

Rhea-AI Filing Summary

RTW Investments, LP and affiliated RTW Funds associated with Roderick Wong reported exercising 1,250,032 Pre-Funded Warrants of Orchestra BioMed Holdings, Inc. into common stock at $0.0001 per share on April 27, 2026. The exercise was completed on a cashless basis, with 32 shares withheld to cover the exercise price and 1,250,000 shares issued to the RTW Funds. Following these transactions, the RTW Funds indirectly held 9,556,063 shares of common stock. The Pre-Funded Warrants are immediately exercisable but include a 19.99% beneficial ownership cap, and the reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider RTW INVESTMENTS, LP, WONG RODERICK

Role 10% Owner | 10% Owner

Sold 32 shs ($132.16)

Approx. gross sale proceeds $132.16

Approx. exercise cost $125.00

Type	Security	Shares	Price	Value
In-the-Money Exercise	Pre-Funded Warrants (Right to Buy)	1,250,032	$2.7499	$3.44M
In-the-Money Exercise	Common Stock	1,250,032	$0.0001	$125.00
Sale	Common Stock	32	$4.13	$132.16

Holdings After Transaction: Pre-Funded Warrants (Right to Buy) — 2,386,331 contracts (Indirect, See footnote); Common Stock — 9,556,063 shares (Indirect, See footnote)

Footnotes (3)

1. F1. On April 27, 2026, the RTW Funds exercised Pre-Funded Warrants to purchase an aggregate of 1,250,032 shares of the Issuer's common stock for $0.0001 a share. The RTW Funds exercised the Pre-Funded Warrants on a cashless basis, resulting in the Issuer's withholding 32 of such shares to satisfy the exercise price of the Pre-Funded Warrants, and the issuance to the RTW Funds of an aggregate of 1,250,000 shares.
2. F2. Held by certain affiliated funds (the "RTW Funds") managed by RTW Investments, LP ("RTW"). Roderick Wong, M.D. serves as the Managing Partner and Chief Investment Officer of RTW. The Reporting Persons disclaim beneficial ownership of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, except to the extent of their pecuniary interest therein.
3. F3. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the RTW Funds shall not be entitled to exercise the Pre-Funded Warrants to the extent that it would cause the aggregate number of shares of Common Stock beneficially owned by the RTW Funds, together with their Attribution Parties (as defined in the Pre-Funded Warrants), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.

Key Figures

Pre-Funded Warrants exercised: 1,250,032 shares Net shares issued from cashless exercise: 1,250,000 shares Shares withheld for exercise price: 32 shares +3 more

6 metrics

Pre-Funded Warrants exercised 1,250,032 shares Aggregate shares underlying Pre-Funded Warrants exercised on April 27, 2026

Net shares issued from cashless exercise 1,250,000 shares Shares of common stock issued to RTW Funds after 32 shares were withheld

Shares withheld for exercise price 32 shares Shares withheld by the issuer to satisfy the exercise price in the cashless exercise

Indirect common shares held after transaction 9,556,063 shares Indirect Orchestra BioMed common stock holdings by RTW Funds after the Form 4 transactions

Exercise price per share $0.0001 Per-share exercise price of the Pre-Funded Warrants converted into common stock

Beneficial ownership cap 19.99% Maximum aggregate beneficial ownership allowed for RTW Funds when exercising the Pre-Funded Warrants

Key Terms

Pre-Funded Warrants, cashless basis, Attribution Parties, beneficial ownership

4 terms

Pre-Funded Warrants financial

"RTW Funds exercised Pre-Funded Warrants to purchase an aggregate of 1,250,032 shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

cashless basis financial

"The RTW Funds exercised the Pre-Funded Warrants on a cashless basis"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

Attribution Parties regulatory

"beneficially owned by the RTW Funds, together with their Attribution Parties"

beneficial ownership regulatory

"shall not be entitled to exercise the Pre-Funded Warrants to exceed 19.99% beneficial ownership"

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.

FAQ

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

What did RTW Investments do in Orchestra BioMed (OBIO)'s latest insider filing?

RTW Investments and affiliated RTW Funds exercised 1,250,032 Pre-Funded Warrants in Orchestra BioMed on April 27, 2026. The cashless exercise yielded 1,250,000 new common shares after 32 shares were withheld to cover the exercise price.

How many Orchestra BioMed (OBIO) shares did RTW Funds receive and at what exercise price?

RTW Funds received 1,250,000 Orchestra BioMed common shares from a cashless exercise of Pre-Funded Warrants. The warrants were exercised at an exercise price of $0.0001 per share, with 32 shares withheld to satisfy the aggregate exercise cost.

What is RTW Funds' Orchestra BioMed (OBIO) shareholding after this Form 4 transaction?

After the reported transactions, affiliated RTW Funds indirectly held 9,556,063 Orchestra BioMed common shares. These holdings are reported as indirect, and the reporting persons disclaim beneficial ownership except for their pecuniary interest in the securities held by the RTW Funds.

Were the Pre-Funded Warrants in OBIO subject to any ownership limits for RTW Funds?

Yes. The Pre-Funded Warrants are immediately exercisable but subject to a 19.99% beneficial ownership cap. RTW Funds cannot exercise warrants to the extent it would cause their aggregate beneficial ownership, including Attribution Parties, to exceed 19.99% of Orchestra BioMed’s outstanding common stock.

How was the 32-share disposition in Orchestra BioMed (OBIO) described for RTW Funds?

The filing notes that 32 shares of Orchestra BioMed common stock were withheld in connection with the cashless warrant exercise. Those shares were retained by the issuer to satisfy the exercise price, rather than representing a discretionary open-market sale by the RTW Funds.

Who actually holds the Orchestra BioMed (OBIO) securities reported by RTW Investments and Roderick Wong?

The securities are held by affiliated RTW Funds managed by RTW Investments, LP. Roderick Wong serves as Managing Partner and Chief Investment Officer. The reporting persons expressly disclaim beneficial ownership under Section 16, except to the extent of their pecuniary interest in these fund-held securities.

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

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Accepted by SEC EDGAR 04/29/2026 - 05:36 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^*

RTW INVESTMENTS, LP

(Last) (First) (Middle)

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK NEW YORK 10014

(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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/27/2026		X(1)		1,250,032	A	$0.0001	9,556,095	I	See footnote(2)
Common Stock	04/27/2026		S(1)		32	D	$4.13	9,556,063	I	See footnote(2)

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
Pre-Funded Warrants (Right to Buy)	$0.0001	04/27/2026		X(1)			1,250,032	(3)	(3)	Common Stock	1,250,032	$2.7499	2,386,331	I	See footnote(2)

1. Name and Address of Reporting Person^*

RTW INVESTMENTS, LP

(Last) (First) (Middle)

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WONG RODERICK

(Last) (First) (Middle)

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On April 27, 2026, the RTW Funds exercised Pre-Funded Warrants to purchase an aggregate of 1,250,032 shares of the Issuer's common stock for $0.0001 a share. The RTW Funds exercised the Pre-Funded Warrants on a cashless basis, resulting in the Issuer's withholding 32 of such shares to satisfy the exercise price of the Pre-Funded Warrants, and the issuance to the RTW Funds of an aggregate of 1,250,000 shares.

2. Held by certain affiliated funds (the "RTW Funds") managed by RTW Investments, LP ("RTW"). Roderick Wong, M.D. serves as the Managing Partner and Chief Investment Officer of RTW. The Reporting Persons disclaim beneficial ownership of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, except to the extent of their pecuniary interest therein.

3. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the RTW Funds shall not be entitled to exercise the Pre-Funded Warrants to the extent that it would cause the aggregate number of shares of Common Stock beneficially owned by the RTW Funds, together with their Attribution Parties (as defined in the Pre-Funded Warrants), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.

	/s/ Roderick Wong, for RTW Investments, LP, By: Roderick Wong, M.D., Managing Partner	04/29/2026
	/s/ Roderick Wong, By: Roderick Wong, M.D.	04/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)