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Orchestra BioMed Strengthens Director Incentives with Major Equity Grant

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

Rhea-AI Filing Summary

Orchestra BioMed Holdings (OBIO) director Chris Cleary received new equity compensation grants on June 24, 2025. The awards consist of:

  • 12,422 Restricted Stock Units (RSUs) with a $0 exercise price, bringing total direct ownership to 22,577 shares
  • 36,797 Stock Options with an exercise price of $3.22 per share, expiring June 24, 2035

Both the RSUs and stock options will vest in a single installment at the earlier of: (1) one-year anniversary of grant date or (2) the 2026 Annual Meeting of Stockholders, subject to continued service. This Form 4 filing was submitted by Andrew Taylor as attorney-in-fact on June 26, 2025, reflecting standard director compensation arrangements.

Positive

  • None.

Negative

  • None.
Insider Cleary Chris
Role Director
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 36,797 $0.00 $0.00
Grant/Award Common Stock, par value $0.0001 per share ("Common Stock") 12,422 $0.00 $0.00
Holdings After Transaction: Stock Option (Right to Buy) — 36,797 shares (Direct); Common Stock, par value $0.0001 per share ("Common Stock") — 22,577 shares (Direct)
Footnotes (2)
  1. F1. Represents an award of restricted stock units ("RSUs") awarded to the Reporting Person on June 24, 2025 (the "Grant Date"). Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will vest in one installment on the earlier of (x) the one year anniversary of the Grant Date or (y) the date of the Issuer's 2026 Annual Meeting of Stockholders, subject to the Reporting Person's continuous service through such dates.
  2. F2. The stock options will vest in one installment on the earlier of (x) the one year anniversary of the Grant Date or (y) the date of the Issuer's 2026 Annual Meeting of Stockholders, subject to the Reporting Person's continuous service through such dates.

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FAQ

What stock options did OBIO director Chris Cleary receive on June 24, 2025?
Chris Cleary received 36,797 stock options with an exercise price of $3.22 per share. These options will vest in one installment on either the one-year anniversary of the grant date (June 24, 2026) or the date of OBIO's 2026 Annual Meeting of Stockholders, whichever comes first.

How many restricted stock units (RSUs) were granted to Chris Cleary at OBIO?
Chris Cleary was granted 12,422 restricted stock units (RSUs) on June 24, 2025. Each RSU represents one share of common stock and will vest in one installment on either June 24, 2026 or the date of OBIO's 2026 Annual Meeting of Stockholders, whichever occurs first.

When do Chris Cleary's OBIO stock options expire?
The stock options granted to Chris Cleary expire on June 24, 2035, which is 10 years from the grant date of June 24, 2025.

How many shares of OBIO common stock does Chris Cleary own directly after the June 24, 2025 transactions?
Following the reported transactions, Chris Cleary directly owns 22,577 shares of OBIO common stock, plus 12,422 unvested RSUs and 36,797 unvested stock options.
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*
Cleary Chris
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025
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") 06/24/2025 A 12,422(1) A $0 22,577 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
Stock Option (Right to Buy) $3.22 06/24/2025 A 36,797 (2) 06/24/2035 Common Stock 36,797 $0 36,797 D
Explanation of Responses:
1. Represents an award of restricted stock units ("RSUs") awarded to the Reporting Person on June 24, 2025 (the "Grant Date"). Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will vest in one installment on the earlier of (x) the one year anniversary of the Grant Date or (y) the date of the Issuer's 2026 Annual Meeting of Stockholders, subject to the Reporting Person's continuous service through such dates.
2. The stock options will vest in one installment on the earlier of (x) the one year anniversary of the Grant Date or (y) the date of the Issuer's 2026 Annual Meeting of Stockholders, subject to the Reporting Person's continuous service through such dates.
/s/ Andrew Taylor, Attorney-in-Fact 06/26/2025
** 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.

Source: View Original Filing on SEC EDGAR