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Orchestra BioMed Holdings, Inc.

For the period ended Jun 24, 2025. Filed Apr 30, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 24, 2025 · Filed Apr 30, 2025

OBIO$5.68+1.1%Stored close · as of Nov 6, 2026
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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒
Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

**ORCHESTRA BIOMED HOLDINGS, INC.

**(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

**ORCHESTRA BIOMED HOLDINGS, INC.

New Hope, PA 18938

**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 1:00 p.m. Eastern Time on Tuesday, June 24, 2025

Dear Stockholders of Orchestra BioMed Holdings, Inc.:

We cordially invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Orchestra BioMed Holdings, Inc., a Delaware corporation (the “Company” or “Orchestra”), which will be held virtually onTuesday, June 24, 2025 at 1:00 p.m. Eastern Time via live audio webcast on the Internet at www.virtualshareholdermeeting.com/OBIO2025, for the following purposes, as more fully described in the accompanying proxy statement:

1.To elect three Class II directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified;
2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025; and
3.To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

In order to provide expanded access to our stockholders, our board of directors has determined to hold a live audio webcast in lieu of an in-person meeting. You will be able to vote and submit your questions during the meeting at www.virtualshareholdermeeting.com/OBIO2025*.*Although no physical in-person meeting will be held, we designed the format of this year’s Annual Meeting to ensure that our stockholders who attend the Annual Meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting. We encourage you to vote your shares prior to the Annual Meeting either by Internet or by proxy card to help make this meeting format as efficient as possible.

Our board of directors has fixed the close of business on April 28, 2025 as the record date for the Annual Meeting. All stockholders as of the close of business on April 28, 2025 are cordially invited to attend the Annual Meeting virtually via the Internet atwww.virtualshareholdermeeting.com/OBIO2025. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

We are providing our proxy materials to our stockholders over the Internet. This reduces our environmental impact and our costs while ensuring our stockholders have timely access to this important information. Accordingly, stockholders at the close of business on April 28, 2025 will receive a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) with details on accessing these materials.

**YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement and vote as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About These Proxy Materials and Voting” and the instructions on the Notice of Internet Availability, proxy card or voting instruction form.**If you have any questions or need assistance voting your shares, please contact:

Orchestra BioMed Holdings, Inc.

Attention: Secretary

(215) 862-5797

info@orchestrabiomed.com

We appreciate your continued support of Orchestra.

By order of the Board of Directors,

David P. Hochman

Chief Executive Officer and Chairman of the Board of Directors

**Important notice regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 24, 2025.**This Notice of the Annual Meeting, the accompanying Proxy Statement and our 2024 Annual Report on Form 10-K are available free of charge at proxyvote.com.

Table of Contents

PAGE
PROCEDURAL MATTERS2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE9
PROPOSAL NO. 1 ELECTION OF DIRECTORS24
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM25
REPORT OF THE AUDIT COMMITTEE28
EXECUTIVE OFFICERS29
EXECUTIVE COMPENSATION30
EQUITY COMPENSATION PLAN INFORMATION41
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT42
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS44
HOUSEHOLDING OF PROXY MATERIALS44
OTHER MATTERS47

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.