RA Capital-affiliated insiders gain exercisable rights to 10M VOR shares

Rhea-AI Filing Summary

Vor Biopharma insiders report issuance and vesting of pre-funded warrants convertible into common stock. Reporting persons led by RA Capital entities and individuals Peter Kolchinsky and Rajeev Shah disclosed 10,000,000 pre-funded warrants that became exercisable on September 18, 2025; the warrants were originally acquired June 27, 2025 but were not exercisable until stockholder approval satisfied an exercisability condition. Each pre-funded warrant is exercisable for one share of common stock at a stated exercise price of $0.002, the warrants have no expiration date, and exercises are limited so aggregate ownership does not exceed 9.99% of outstanding common stock. Ms. Sarah Reed, General Counsel of the Adviser, serves on Vor's board.

Positive

• 10,000,000 pre-funded warrants became exercisable, creating a clear, exercisable claim to common stock
• Exercise price of $0.002 is nominal relative to typical equity prices, making conversion inexpensive for holders
• No expiration date on the warrants provides long-term optionality to the holders

Negative

• Potential dilution from conversion of 10,000,000 warrants could affect existing shareholders
• Exercise cap of 9.99% restricts the ability of reporting persons to increase their stake beyond that threshold
• Complex reporting structure with multiple RA Capital entities and disclaimers of beneficial ownership may obscure ultimate control

Insights

Financial Analyst

TL;DR: RA Capital and affiliated insiders hold exercisable pre-funded warrants for 10M shares, representing a meaningful potential equity stake.

The filing documents the conversion-ready status of 10,000,000 pre-funded warrants at an exercise price of $0.002 that became exercisable upon shareholder approval on 09/18/2025. For investors, the key implication is that this creates the potential for up to 10,000,000 new shares to enter the market if exercised, subject to the stated 9.99% ownership cap. The absence of an expiration date means the instrument is a long-dated potential dilutive instrument. The reporting group includes institutional manager RA Capital and named individuals, which consolidates decision-making around exercise timing.

Corporate Governance Expert

TL;DR: Insider positions and board connections increase governance visibility; exercisability condition and ownership cap are notable controls.

The disclosure clarifies that the pre-funded warrants only became derivative/reportable after the exercisability condition was met, and it notes an explicit 9.99% ownership limit to prevent control changes. The filing also discloses a board connection via the Adviser’s General Counsel serving as a director, which is relevant for independence and oversight considerations. The multiple RA Capital entities and individual signatures indicate coordinated reporting across affiliated parties.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET 18TH FLOOR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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

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
Pre-Funded Warrant (Right to Buy)	$0.002	09/18/2025(1)		A		10,000,000		(2)	(3)	Common Stock	10,000,000	$5	10,000,000	I	See Footnotes(4)(5)

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RA Capital Healthcare Fund LP

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Kolchinsky Peter

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Shah Rajeev M.

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Pre-Funded Warrants were originally acquired on June 27, 2025. Upon issuance, the Pre-Funded Warrants were not exercisable for common stock until the Issuer's stockholders approved the issuance of the common stock issuable upon exercise of the Pre-Funded Warrants and the effectiveness of an amendment to the Issuer's certificate of incorporation (the "Exercisability Condition"). Because of the Exercisability Condition, the Pre-Funded Warrants were not considered derivative securities and were, therefore, not reportable under Section 16 of the Securities Exchange Act, until such condition was satisfied. The Exercisability Condition was satisfied on September 18, 2025.

2. Upon satisfaction of the Exercisability Condition, the Pre-Funded Warrants became exercisable for common stock at any time at the option of the holder. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrants to the extent that such exercise would cause the aggregate number of shares of common stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 9.99% of the total number of issued and outstanding shares of common stock of the Issuer following such exercise.

3. The Pre-Funded Warrants have no expiration date.

4. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.

5. Held directly by the Fund.

Remarks:

Ms. Sarah Reed, General Counsel of the Adviser, serves on the Issuer's board of directors.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	09/22/2025
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	09/22/2025
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC the General Partner of RA Capital Nexus Fund, L.P.	09/22/2025
	/s/ Peter Kolchinsky, individually	09/22/2025
	/s/ Rajeev Shah, individually	09/22/2025
	** Signature of Reporting Person	Date
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FAQ

What did the Form 4 filed for VOR report?

The Form 4 reports that RA Capital-related reporting persons acquired 10,000,000 pre-funded warrants that became exercisable on 09/18/2025.

How many shares can the pre-funded warrants convert into for VOR?

The 10,000,000 pre-funded warrants are exercisable into 10,000,000 shares of Vor Biopharma common stock.

What is the exercise price of the pre-funded warrants in the VOR filing?

The stated exercise price is $0.002 per pre-funded warrant.

Are there limits on exercising the warrants reported in the VOR Form 4?

Yes. Exercises are limited so aggregate beneficial ownership by the reporting persons and related parties cannot exceed 9.99% of outstanding common stock.

Do the pre-funded warrants in the VOR filing expire?

No. The filing states the pre-funded warrants have no expiration date.