Orchestra BioMed Holdings, Inc.

Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) informed us of theadoption ortermination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(c) of Regulation S-K.

Inducement Plan

On November 6, 2025, the Board, upon the recommendation of the Compensation Committee of the Board, approved the adoption of the Orchestra BioMed Holdings, Inc. 2025 New Hire Inducement Plan (the “Inducement Plan”), to be effective immediately, pursuant to which the Company has reserved 950,000 shares of its common stock to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company (or following a bona fide period of non-employment) as a material inducement to such individuals’ entry into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4) and the related guidance under Nasdaq IM 5635-1 (the “Inducement Award Rules”). In accordance with Inducement Award Rules, the Company did not seek approval of the Inducement Plan by its stockholders.

Complete copies of the Inducement Plan, the Form of Stock Option Grant Notice and Stock Option Agreement for the Inducement Plan and the Form of Restricted Stock Unit Grant Notice and Award Agreement for the Inducement Plan are filed herewith as Exhibits 10.13, 10.14 and 10.15, respectively, and are incorporated herein by reference. The above summary of the terms of the Inducement Plan and the forms of agreements does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Amendment to Certificate of Incorporation; Material Modification to Rights of Security Holders

On November 6, 2025, pursuant to the terms of the Terumo Stock Purchase Agreement, the Company filed a Certificate of Designation of Series A Convertible Preferred Stock with the Secretary of State of the State of Delaware, designating 200,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share, out of the Company’s authorized preferred stock. The Certificate of Designation sets forth the rights, preferences, powers, restrictions, and limitations of the Series A Preferred Stock. For a summary of certain of the provisions of the Certificate of Designation, please see the disclosure under the heading “Recent Developments—Series A Preferred Stock” in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of this Quarterly Report on Form 10-Q, which disclosure is incorporated herein by reference. The disclosure incorporated herein by reference is qualified in its entirety by reference to the Certificate of Designation, which is filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q.