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

Rhea-AI Filing Summary

Insider grant and holdings update: Darren Sherman, listed as a director and as President and Chief Operating Officer of Orchestra BioMed Holdings, Inc. (OBIO), was awarded 120,000 restricted stock units (RSUs) on 08/07/2025. Each RSU represents a contingent right to one share of common stock and the award was reported as acquired at a $0 price.

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 continued service. Following the reported transaction, the filing shows 923,837 shares beneficially owned by the reporting person in a direct ownership form.

Positive

• 120,000 RSUs awarded on 08/07/2025 representing contingent rights to 120,000 shares
• Vesting schedule disclosed: 33.33% at 24 months, 33.33% at 30 months, 33.34% at 36 months
• Beneficial ownership reported as 923,837 shares following the transaction (direct ownership)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: 120,000 RSU award increases reported direct ownership to 923,837 shares; multi-year vesting schedule documented.

The Form 4 discloses a standard equity compensation award: 120,000 RSUs granted on 08/07/2025, each converting to one share upon vesting. The award vests in three tranches (24, 30 and 36 months), and the filing reports the shares as directly beneficially owned following the grant at 923,837 shares. This filing documents ownership and vesting mechanics without additional conditions or derivative instruments disclosed.

Executive Compensation Analyst

TL;DR: Reported grant is a time‑based RSU award with staged vesting; reported post-grant direct ownership is 923,837 shares.

The disclosure shows a grant of 120,000 RSUs priced at $0 reflecting a compensation award rather than an open-market purchase. Vesting is time-based (33.33%/33.33%/33.34% at 24/30/36 months). The form indicates the reporting person files individually and the ownership form is direct. No options, exercises or derivative holdings were reported in Table II.

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^*

Sherman Darren

(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		120,000(1)	A	$0	923,837	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

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:

President and Chief Operating Officer

	/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

What did Darren Sherman receive in the Form 4 for OBIO?

He received an award of 120,000 restricted stock units (RSUs), each representing a contingent right to one share of common stock.

How do the RSUs granted to Darren Sherman vest?

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

How many shares does Sherman beneficially own after the reported transaction (OBIO)?

The filing reports 923,837 shares beneficially owned following the reported transaction, in a direct form of ownership.

Was the RSU award reported as purchased or issued at a price?

The RSUs were reported as acquired at a $0 price, indicating an equity award rather than a market purchase.

What is Sherman’s role at Orchestra BioMed (OBIO) according to the filing?

The filing lists Sherman as a Director and as an Officer with the remark identifying him as President and Chief Operating Officer.