RTW boosts Orchestra BioMed (OBIO) beneficial ownership stake to 19.7%

Rhea-AI Filing Summary

Orchestra BioMed Holdings investor RTW Investments and related funds report beneficial ownership of 11,942,426 shares of common stock, representing 19.7% of the company. This reflects an increase after the RTW funds raised the “Maximum Percentage” in their pre-funded warrants from 9.99% to 19.99%.

As a result of this change, they are deemed to beneficially own all shares underlying the pre-funded warrants, adding 3,636,363 shares to their reported stake. RTW Master Fund, RTW Innovation Master Fund and RTW Biotech Opportunities Operating Ltd hold combinations of common stock and immediately exercisable pre-funded warrants. The ownership percentages are based on 57,069,462 shares outstanding as of February 19, 2026.

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Equity ownership and activism analyst

RTW increases its deemed stake in Orchestra BioMed via warrant limits.

RTW Investments and affiliated funds now report beneficial ownership of 11,942,426 Orchestra BioMed shares, or 19.7%, after raising the “Maximum Percentage” cap on their pre-funded warrants from 9.99% to 19.99%. This change increases their reported stake by 3,636,363 warrant-based shares.

The filing explains that RTW Master Fund, RTW Innovation Master Fund and RTW Biotech Opportunities Operating Ltd collectively hold common stock plus pre-funded warrants that are immediately exercisable in full as of February 23, 2026. As investment manager, RTW Investments, and as managing partner, Dr. Roderick Wong, may be deemed to share beneficial ownership.

The reported percentages are calculated against 57,069,462 Orchestra BioMed shares outstanding as of February 19, 2026. Future changes to the “Maximum Percentage” are permitted by written notice, so later ownership reports may change depending on how RTW adjusts this cap and on any warrant exercises or share issuances disclosed in subsequent filings.

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Accepted by SEC EDGAR 02/25/2026 - 04:28 PM Learn about SEC filing dates

FAQ

How much of Orchestra BioMed (OBIO) does RTW now beneficially own?

RTW Investments and its related funds report beneficial ownership of 11,942,426 Orchestra BioMed shares, representing 19.7% of the outstanding common stock. This percentage is calculated based on 57,069,462 shares outstanding as of February 19, 2026, as reported to them by the company.

What change triggered this Schedule 13D/A amendment for OBIO?

The amendment reflects RTW funds’ decision to increase the “Maximum Percentage” in their pre-funded warrants from 9.99% to 19.99%. This change causes the funds to be deemed to beneficially own all warrant underlying shares, raising their reported stake by 3,636,363 shares of common stock.

How many Orchestra BioMed shares are tied to RTW’s pre-funded warrants?

RTW Master Fund holds 1,425,945 shares issuable upon exercise of pre-funded warrants and RTW Innovation Master Fund holds 1,878,645 such shares. RTW Biotech Opportunities Operating Ltd holds 331,773 warrant shares, all of which are described as immediately exercisable in full as of the filing date.

What are RTW Master Fund’s and RTW Innovation’s direct OBIO holdings?

RTW Master Fund is the record owner of 4,394,985 common shares plus 1,425,945 warrant shares. RTW Innovation Master Fund is the record owner of 3,053,082 common shares plus 1,878,645 warrant shares. These positions contribute to the 11,942,426 shares reported as beneficially owned.

On what share count is RTW’s 19.7% Orchestra BioMed ownership based?

The reported beneficial ownership percentages use a base of 57,069,462 Orchestra BioMed common shares outstanding. This outstanding share figure is stated as of February 19, 2026, and was reported to the RTW reporting persons by the issuer, according to the Schedule 13D/A amendment.

Did RTW report any recent OBIO share transactions in this filing?

The filing states that, except as described regarding the warrant-related ownership change, none of the reporting persons has effected transactions in Orchestra BioMed securities during the past sixty days. The main update is the revised warrant “Maximum Percentage” and resulting beneficial ownership change.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

ORCHESTRA BIOMED HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

68572M106

(CUSIP Number)

Roderick Wong, M.D.
RTW Investments, LP, 40 10th Avenue, Floor 7
New York, NY, 10014
(646) 597-6980

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/23/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 68572M106

1

Name of reporting person

RTW Investments, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,942,426.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,942,426.00

11

Aggregate amount beneficially owned by each reporting person

11,942,426.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.7 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 68572M106

1

Name of reporting person

RTW Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,820,930.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,820,930.00

11

Aggregate amount beneficially owned by each reporting person

5,820,930.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68572M106

1

Name of reporting person

RTW Innovation Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,931,727.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,931,727.00

11

Aggregate amount beneficially owned by each reporting person

4,931,727.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 68572M106

1

Name of reporting person

Roderick Wong

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,942,426.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,942,426.00

11

Aggregate amount beneficially owned by each reporting person

11,942,426.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.7 %

14

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: ORCHESTRA BIOMED HOLDINGS, INC.
(c)	Address of Issuer's Principal Executive Offices: 150 Union Square Drive, New Hope, PENNSYLVANIA , 18938.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On February 23, 2026, the RTW Funds submitted notices to the Issuer increasing the Maximum Percentage under the Pre-Funded Warrants from 9.99% to 19.99%. In accordance with the terms of the Pre-Funded Warrants, this increase in the Maximum Percentage will become effective on the 61st day following the delivery of the notice. As a result of the increase in the Maximum Percentage, the Reporting Persons are deemed, effective February 24, 2026, to beneficially own all of the shares underlying the Pre-Funded Warrants, resulting in an increase in the Reporting Persons' aggregate beneficial ownership by 3,636,363 shares of Common Stock. In accordance with the terms of the Pre-Funded Warrants, the RTW Funds reserve the right to decrease the Maximum Percentage, from time to time in the future, to any percentage by written notice to the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) of the Schedule 13D are hereby amended and supplemented as follows: RTW Master Fund is the record owner of 4,394,985 shares of Common Stock and 1,425,945 shares of Common Stock issuable upon exercise of pre-funded warrants ("Pre-Funded Warrants"). RTW Innovation is the record owner of 3,053,082 shares of Common Stock and 1,878,645 shares of Common Stock issuable upon exercise of Pre-Funded Warrants. RTW Biotech Opportunities Operating Ltd ("RTW Biotech Fund") is the record owner of 857,996 shares of Common Stock and 331,773 shares of Common Stock issuable upon exercise of Pre-Funded Warrants. The Pre-Funded Warrants are immediately exercisable in full as of the date hereof. As the investment manager of the funds, RTW Investments may be deemed to own beneficially the shares of Common Stock held by the funds. As the Managing Partner of RTW Investments, Dr. Wong may be deemed to own beneficially the shares of Common Stock. The percentage of outstanding shares of Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 57,069,462 outstanding shares of Common Stock as of February 19, 2026, as reported to the Reporting Persons by the Issuer.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition
(c)	Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RTW Investments, LP

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D., Managing Partner
Date:	02/25/2026

RTW Master Fund, Ltd.

Signature:	/s/ Darshan Patel
Name/Title:	Darshan Patel, Director
Date:	02/25/2026

RTW Innovation Master Fund, Ltd.

Signature:	/s/ Darshan Patel
Name/Title:	Darshan Patel, Director
Date:	02/25/2026

Roderick Wong

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D.
Date:	02/25/2026