SCHEDULE: RTW Funds Boost Orchestra BioMed Stake to 19.7%

RTW Investments and its affiliated funds have increased their beneficial ownership in Orchestra BioMed Holdings, Inc. to 19.7% by raising the maximum percentage under pre-funded warrants.

Summary

• RTW Funds, including RTW Investments, LP, RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., and Roderick Wong, have increased their beneficial ownership in Orchestra BioMed Holdings, Inc.
• On February 23, 2026, the RTW Funds submitted notices to the Issuer to increase the Maximum Percentage under their Pre-Funded Warrants from 9.99% to 19.99%.
• As a result of this increase, the Reporting Persons are deemed, effective February 24, 2026, to beneficially own an additional 3,636,363 shares of Common Stock.
• The aggregate beneficial ownership for RTW Investments, LP and Roderick Wong now stands at 11,942,426 shares, representing 19.7% of the class.
• RTW Master Fund, Ltd. beneficially owns 5,820,930 shares (10.0%), and RTW Innovation Master Fund, Ltd. beneficially owns 4,931,727 shares (8.4%).
• The calculation of beneficial ownership is based on 57,069,462 outstanding shares of Common Stock as of February 19, 2026.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive signal, indicating increased conviction from a major institutional investor, though it's a procedural ownership update rather than a performance announcement.

Positives

• The increased stake by a significant institutional investor like RTW Funds could signal enhanced confidence in Orchestra BioMed's future prospects and valuation.

Negatives

• The RTW Funds explicitly reserve the right to decrease their Maximum Percentage under the Pre-Funded Warrants from time to time in the future, which could introduce uncertainty.

Risks

• The RTW Funds retain the flexibility to reduce their beneficial ownership percentage by decreasing the Maximum Percentage under the Pre-Funded Warrants, which could potentially impact market perception or the company's stock price.

Future Outlook

The increase in the Maximum Percentage under the Pre-Funded Warrants will become effective on the 61st day following the notice delivery (February 23, 2026). The RTW Funds also reserve the right to decrease this Maximum Percentage from time to time in the future by written notice to the Issuer.

Industry Context

StockSavvy.ai notes that an increase in a significant institutional investor's stake, particularly through warrants, can be interpreted as a vote of confidence in the company's long-term strategy or valuation. This type of ownership adjustment is a common signal observed in the biotech and healthcare investment landscape, indicating a major shareholder's continued interest and potential influence.

Related Party Transactions

• Roderick Wong, M.D., is the Managing Partner of RTW Investments, LP, which serves as the investment manager for the RTW Funds (RTW Master Fund, Ltd. and RTW Innovation Master Fund, Ltd.), establishing a related party relationship concerning the beneficial ownership of Orchestra BioMed Holdings, Inc. securities.

Stakeholder Impact

• Shareholders: The increased beneficial ownership by RTW Funds could be perceived as a positive indicator of investor confidence and may influence market sentiment. It also clarifies the ownership structure and potential influence of a major shareholder.

Next Steps

• The increase in the Maximum Percentage under the Pre-Funded Warrants will become effective on the 61st day following the notice delivery (February 23, 2026).

Key Dates

Keywords

Orchestra BioMed Holdings, RTW Investments, Schedule 13D, beneficial ownership, pre-funded warrants, equity stake, institutional investment, biomedical, healthcare investment