Vor Biopharma (VOR) details 694,137 RSU cancel, 1,388,274-share option

Rhea-AI Filing Summary

Vor Biopharma Inc. reported an insider equity update involving its officer serving as CFO. On December 5, 2025, the company’s compensation committee approved the cancellation of 694,137 restricted stock units, leaving the reporting person with no directly held common stock after the transaction.

On the same date, the CFO acquired an employee stock option1,388,274 shares of common stock, expiring on December 4, 2035. The exercise price is $17.80 per share, or $8.18 per share if the option is exercised after a defined “Retention Period” that runs from December 5, 2025 through the earlier of December 5, 2027 or a qualifying change in control during continuous service. One quarter of the option vests on July 1, 2026, with the rest vesting in equal monthly installments over three years, subject to continued service. Share counts reflect a 1-for-20 reverse stock split completed on September 18, 2025.

12/09/2025 - 08:00 AM

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

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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^*

Mahatme Sandesh

(Last) (First) (Middle)

C/O VOR BIOPHARMA INC.

500 BOYLSTON STREET, SUITE 1350

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vor Biopharma Inc. [ VOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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	12/05/2025		D		694,137(1)(2)	D	$0	0	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
Employee Stock Option (right to buy)	$17.8(3)	12/05/2025		A		1,388,274		(4)	12/04/2035	Common Stock	1,388,274	$0	1,388,274	D

Explanation of Responses:

1. On September 18, 2025, the Issuer effected a 1-for-20 reverse stock split. The share counts herein reflect the reverse stock split.

2. On December 5, 2025, the Issuer's Compensation Committee of the Board of Directors approved the cancellation of the previously awarded grant of 694,137 restricted stock units, which was reported in a Form 4 filed on July 10, 2025.

3. The exercise price per share of common stock subject to the option will be (a) $17.80 per share, or (b) to the extent the option is exercised following the end of the Retention Period, $8.18 per share, the closing price of a share of common stock on the grant date (December 5, 2025). The "Retention Period" begins on December 5, 2025 and ends on the earlier of (i) December 5, 2027 or (ii) a Change in Control (as defined in the 2021 Plan) during the Reporting Person's Continuous Service (as defined in the 2021 Plan) with the Issuer. In the event that the Reporting Person's Continuous Service terminates for any reason or no reason prior to the end of the Retention Period, the exercise price per share of Common Stock subject to the Option will be as set forth in clause (a) above.

4. 1/4th of the shares underlying the option vest on July 1, 2026, with the remainder vesting in equal monthly installments over 3 years, in each case subject to the Reporting Person's continued service as of each such date.

	Adi Osovsky, Attorney-in-Fact	12/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider equity transaction did Vor Biopharma (VOR) report in this Form 4?

The filing shows that Vor Biopharma’s officer serving as CFO reported two related changes on December 5, 2025: cancellation of previously granted restricted stock units and acquisition of a new employee stock option covering common stock.

How many restricted stock units were canceled for the Vor Biopharma (VOR) CFO?

The compensation committee approved canceling 694,137 restricted stock units, and after this cancellation the reporting person held 0 shares of common stock directly.

What are the key terms of the new employee stock option reported by Vor Biopharma (VOR)?

The reporting person received an employee stock option on December 5, 2025 covering 1,388,274 shares of common stock, with an expiration date of December 4, 2035 and no upfront price paid for the option itself.

What is the exercise price structure for the Vor Biopharma (VOR) CFO’s stock option?

The option’s exercise price per share is either $17.80 or, if exercised after the end of the defined “Retention Period,” $8.18, which equals the closing price of a share of common stock on the grant date of December 5, 2025, subject to the stated continuous service conditions.

How and when do the Vor Biopharma (VOR) stock options granted to the CFO vest?

According to the filing, 1/4 of the shares underlying the option vest on July 1, 2026. The remaining shares vest in equal monthly installments over three years, in each case conditioned on the reporting person’s continued service on each vesting date.

How does Vor Biopharma’s reverse stock split affect the reported share numbers?

The company effected a 1-for-20 reverse stock split on September 18, 2025, and the filing states that all share counts for the canceled restricted stock units and the stock option grant are presented after giving effect to this reverse split.