Orchestra BioMed Holdings, Inc.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
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Jun 30, 2026 · Filed Aug 10, 2026
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Item 5. Other Information
Approval of Employee Stock Purchase Plan
On June 23, 2026, we held our 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, our stockholders passed a proposal to approve the Orchestra BioMed Holdings, Inc. 2026 Employee Stock Purchase Plan (the “ESPP”). The ESPP was previously approved by our board of directors, subject to stockholder approval.
A more detailed description regarding the ESPP is set forth in our definitive proxy statement for the Annual Meeting on Schedule 14A, which was filed with the SEC on April 29, 2026 (the “Proxy Statement”), under the heading entitled,“Proposal No. 3 – The ESPP Proposal,” which is incorporated herein by reference. The description of the ESPP in the Proxy Statement is qualified in its entirety by reference to the ESPP, which is filed as Exhibit 10.1 to this Quarterly Report and is incorporated herein by reference.
Rule 10b5-1 Trading Arrangements
On May 27, 2026, Andrew Taylor, our Chief Financial Officer, terminated his “Rule 10b5-1 trading arrangement,” as such term is defined in Item 408(c) of Regulation S-K, for the sale of up to 84,000 shares of our common stock, subject to certain conditions. The Rule 10b5-1 trading arrangement was adopted on December 18, 2025, with sales to commence on July 1, 2026 (subject to the satisfaction of certain conditions) and the arrangement to expire on June 30, 2027. At the time of termination, no shares of our common stock had been sold under Mr. Taylor’s Rule 10b5-1 trading arrangement.
During the three months ended June 30, 2026, no other director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) informed us of theadoption ortermination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as those terms are defined in Item 408(c) of Regulation S-K.
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