Orchestra BioMed (OBIO) stake rises to 19.2% after RTW warrant exercise

Rhea-AI Filing Summary

RTW Investments and affiliated funds updated their ownership report on Orchestra BioMed Holdings after exercising pre-funded warrants. On April 27, 2026, the RTW funds exercised pre-funded warrants for 1,250,032 shares at $0.0001 per share on a cashless basis, leading to 1,250,000 new common shares being issued and 32 shares withheld to cover the exercise price.

Following these transactions and including certain additional warrants exercisable within 60 days, RTW Investments and Dr. Roderick Wong are reported as beneficial owners of 11,942,394 shares of common stock, representing 19.2% of Orchestra BioMed’s outstanding common stock as calculated in the filing.

Insights

Institutional ownership analyst

RTW exercises pre-funded warrants, crystallizing a 19.2% Orchestra BioMed stake.

The filing shows RTW-managed funds exercising pre-funded warrants to receive 1,250,000 Orchestra BioMed common shares on a cashless basis. This converts a derivative-like claim into actual equity, while pre-funded warrants remain outstanding at the fund level for additional shares.

Post-exercise, RTW Investments and Dr. Roderick Wong are reported as beneficial owners of 11,942,394 shares, or 19.2% of the company’s common stock, based on the share count methodology disclosed. This reflects a large, concentrated institutional position rather than a new investment thesis shift disclosed in the excerpt.

Key Figures

New shares issued on exercise: 1,250,000 shares Underlying warrants exercised: 1,250,032 shares Shares withheld for exercise price: 32 shares +4 more

7 metrics

New shares issued on exercise 1,250,000 shares Common stock issued to RTW funds from pre-funded warrant exercise on April 27, 2026

Underlying warrants exercised 1,250,032 shares Pre-funded warrants exercised at $0.0001 per share on a cashless basis

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

RTW/Wong beneficial ownership 11,942,394 shares Common stock beneficially owned, representing 19.2% of the class

RTW Master Fund holdings 5,820,915 shares 5,004,255 common plus 816,660 issuable via pre-funded warrants; 9.6% of class

RTW Innovation holdings 4,931,714 shares 3,569,281 common plus 1,362,433 issuable via pre-funded warrants; 8.1% of class

Shares outstanding baseline 58,520,901 shares Common stock outstanding as of March 10, 2026 used in ownership calculation

Key Terms

Pre-Funded Warrants, cashless basis, beneficially owned, Schedule 13D, +1 more

5 terms

Pre-Funded Warrants financial

"RTW Master Fund is the record owner of 5,004,255 shares of common stock and 816,660 shares of common stock issuable upon exercise of pre-funded warrants"

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, resulting in the Issuer's withholding 32 of such shares"

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.

beneficially owned financial

"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"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

investment manager financial

"As the investment manager of the RTW Funds, RTW Investments may be deemed to own beneficially the shares of common stock held by the RTW Funds"

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

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Accepted by SEC EDGAR 04/29/2026 - 05:37 PM Learn about SEC filing dates

FAQ

How many Orchestra BioMed (OBIO) shares did RTW funds receive in this update?

RTW funds received 1,250,000 new Orchestra BioMed common shares. They exercised pre-funded warrants for 1,250,032 underlying shares at $0.0001 per share on a cashless basis, with 32 shares withheld by the issuer to satisfy the exercise price.

What percentage of Orchestra BioMed (OBIO) does RTW Investments now beneficially own?

RTW Investments and Dr. Roderick Wong are reported at 19.2% beneficial ownership. The filing shows 11,942,394 shares of common stock deemed beneficially owned, representing 19.2% of Orchestra BioMed’s outstanding common stock under the calculation method described.

How many Orchestra BioMed (OBIO) shares does RTW Master Fund hold and control?

RTW Master Fund is the record owner of 5,820,915 shares. This total includes 5,004,255 common shares and 816,660 shares issuable upon exercise of pre-funded warrants, corresponding to 9.6% of the issuer’s common stock as shown in the filing.

What is RTW Innovation Master Fund’s ownership in Orchestra BioMed (OBIO)?

RTW Innovation Master Fund holds 4,931,714 Orchestra BioMed shares. The position consists of 3,569,281 common shares plus 1,362,433 shares issuable upon exercise of pre-funded warrants, representing 8.1% of the issuer’s common stock according to the filing.

How did the filing calculate RTW’s percentage ownership of Orchestra BioMed (OBIO)?

The percentage is based on a detailed share count methodology. It uses 58,520,901 common shares outstanding as of March 10, 2026, adds 1,250,000 shares issued upon warrant exercise, and then includes additional pre-funded warrants exercisable within 60 days.

Are the pre-funded warrants held by RTW funds in Orchestra BioMed (OBIO) immediately exercisable?

Yes, the filing states the pre-funded warrants are immediately exercisable in full. RTW Master Fund, RTW Innovation, and RTW Biotech Fund collectively hold significant common shares plus additional shares issuable upon exercise of these pre-funded warrants as described.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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)

04/27/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 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 11,942,394.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,942,394.00

11

Aggregate amount beneficially owned by each reporting person

11,942,394.00

12

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

13

Percent of class represented by amount in Row (11)

19.2 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 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 5,820,915.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,820,915.00

11

Aggregate amount beneficially owned by each reporting person

5,820,915.00

12

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

13

Percent of class represented by amount in Row (11)

9.6 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 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 4,931,714.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,931,714.00

11

Aggregate amount beneficially owned by each reporting person

4,931,714.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 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 11,942,394.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,942,394.00

11

Aggregate amount beneficially owned by each reporting person

11,942,394.00

12

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

13

Percent of class represented by amount in Row (11)

19.2 %

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 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Statement is hereby amended and supplemented as follows: 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.
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 5,004,255 shares of common stock and 816,660 shares of common stock issuable upon exercise of pre-funded warrants ("Pre-Funded Warrants"). RTW Innovation is the record owner of 3,569,281 shares of common stock and 1,362,433 shares of common stock issuable upon exercise of Pre-Funded Warrants. RTW Biotech Opportunities Operating Ltd. ("RTW Biotech Fund") is the record owner of 982,527 shares of common stock and 207,238 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 RTW Funds, RTW Investments may be deemed to own beneficially the shares of common stock held by the RTW 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 upon the sum of (i) 58,520,901 outstanding shares of common stock as of March 10, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 12, 2026; (ii) 1,250,000 shares of common stock issued subsequent to March 10, 2026 upon the exercise of Pre-Funded Warrants by the RTW Funds, and giving effect to Pre-Funded Warrants, to the extent exercisable within 60 days hereof, as referenced herein.
(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.

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:	04/29/2026

RTW Master Fund, Ltd.

Signature:	/s/ Darshan Patel
Name/Title:	Darshan Patel, Director
Date:	04/29/2026

RTW Innovation Master Fund, Ltd.

Signature:	/s/ Darshan Patel
Name/Title:	Darshan Patel, Director
Date:	04/29/2026

Roderick Wong

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D.
Date:	04/29/2026