Form 4: RA Capital-linked 60,000-Share Option Reported for VOR Director

Rhea-AI Filing Summary

Vor Biopharma Inc. (VOR) reported a non-derivative/derivative reporting event showing a 60,000-share stock option granted on 09/08/2025 with a $1.98 exercise price. The option is held for the benefit of RA Capital funds and is reported as indirect ownership of 60,000 shares, subject to monthly vesting in 36 equal installments beginning 09/08/2025 and with an indicated exercisability/expiration date of 09/07/2035. Reporting entities include RA Capital Management, L.P., RA Capital Healthcare Fund, RA Capital Nexus Fund, and individuals Dr. Peter Kolchinsky and Rajeev Shah, who disclaim beneficial ownership except for pecuniary interests. Ms. Sarah Reed, General Counsel of the Adviser, serves on Vor's board and will hold the option for the benefit of the funds under an arrangement requiring turnover of any net proceeds to offset advisory fees.

Insights

Corporate Governance Expert

TL;DR: Director compensation via options was granted and routed through adviser-affiliated funds; disclosures clarify indirect ownership and fee-offset arrangement.

The filing documents a 60,000-share option issued under the issuer's non-employee director compensation policy, vesting monthly over three years. The arrangement—where the option benefits RA Capital funds and proceeds offset advisory fees—creates multiple layers of economic exposure while the reporting parties disclaim beneficial ownership except for pecuniary interest. For governance, the reporting clearly discloses relationships and mechanics, which supports transparency around potential conflicts created by an adviser-affiliated board member receiving director compensation.

Securities/Disclosure Analyst

TL;DR: Transaction is routine director compensation with limited direct investor impact but appropriately disclosed.

From a securities disclosure perspective, the Form 4 reports an option grant with a $1.98 strike and 60,000 underlying shares, recorded as indirect ownership by affiliated funds. The filing includes standard disclaimers of beneficial ownership and describes the net-proceeds-for-fee-offset mechanism. This is a routine compensation disclosure rather than a material capital or control change; it provides investors with necessary clarity on who economically benefits and how the adviser treats proceeds for fee calculation.

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^*

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)
09/08/2025

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
Stock Option (Right to Buy)	$1.98	09/08/2025		A		60,000		(1)	09/07/2035	Common Stock	60,000	$0	60,000	I	See Footnotes(1)(2)(3)

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. This option was granted to Sarah Reed pursuant to the Issuer's non-employee director compensation policy. The shares shall vest and become exercisable in a series of 36 successive equal monthly installments beginning on September 8, 2025, in each case subject to Ms. Reed's continued service as of each such date.

2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund, L.P. (the "Nexus 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, the Nexus Fund, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.

3. Under Ms. Reed's arrangement with the Adviser, Ms. Reed holds the option for the benefit of the Fund and the Nexus Fund. Ms. Reed is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

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.	09/10/2025
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	09/10/2025
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC the General Partner of RA Capital Nexus Fund, L.P.	09/10/2025
	/s/ Peter Kolchinsky, individually	09/10/2025
	/s/ Rajeev Shah, individually	09/10/2025
	** Signature of Reporting Person	Date
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