VOR insider activity: RA Capital logs multi-day sales in Form 4

Rhea-AI Filing Summary

Vor Biopharma (VOR) disclosed insider sales by affiliates of RA Capital on multiple dates. The filing lists open-market sales (Code S) on 10/15/2025, 10/16/2025, and 10/17/2025 at weighted average prices within disclosed ranges. Examples include sales at $30.55 and $31.17 on 10/15, at $29.32 and $30.36 on 10/16, and at $29.12, $30.28, and $31.00 on 10/17.

Following the reported transactions, the table shows beneficially owned amounts of 1,503,172 shares for the Fund and 15,104 shares for the Nexus Fund, each reported as indirectly held. The report notes the issuer’s 1-for-20 reverse stock split on September 18, 2025, and that the reporting persons are identified as a Director and 10% Owner.

Insights

Equity Capital Markets Analyst

Large insider sales by a 10% owner over three days; positions reduced but remain sizable; watch for further ownership changes.

Vor Biopharma (VOR) reported multiple open‑market sales by reporting persons affiliated with RA Capital, identified as both a Director and 10% Owner. Transactions occurred on 10/15/2025, 10/16/2025, and 10/17/2025 at weighted average prices within disclosed ranges: $30.15–$31.14 (Footnote 1), $31.17–$31.20 (6), $29.00–$29.695 (7), $30.00–$30.80 (8), $28.85–$29.70 (9), and $30.00–$30.65 (10). The issuer effected a 1‑for‑20 reverse stock split on 09/18/2025; share counts reflect this.

Following these sales, indirect beneficial holdings reported include 1,503,172 shares held by the Fund (Footnote 4) and 15,104 shares held by the Nexus Fund (Footnote 5). The reporting persons state that RA Capital Management, L.P., its GP, and individuals Peter Kolchinsky and Rajeev Shah disclaim beneficial ownership beyond pecuniary interest. The filing notes that weighted averages are provided and full trade‑by‑price details are available upon request.

What it means: a significant holder and board‑affiliated group reduced exposure over several sessions at prices around $29–$31. Why it matters: sustained selling by a 10% owner can affect ownership concentration and float. Items to watch: additional Form 4s indicating continued disposition, any change in 10% status, and subsequent disclosures around board representation. Near‑term monitoring through Q4 2025 is prudent given the recent reverse split and clustered sales.

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
Estimated average burden
hours per response:			0.5

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)
10/15/2025

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
Common Stock	10/15/2025		S		42,699	D	$30.55(1)	1,848,336(2)	I	See footnotes(3)(4)
Common Stock	10/15/2025		S		8,384	D	$30.55(1)	82,882(2)	I	See footnotes(3)(5)
Common Stock	10/15/2025		S		234	D	$31.17(6)	1,848,102	I	See footnotes(3)(4)
Common Stock	10/15/2025		S		46	D	$31.17(6)	82,836	I	See footnotes(3)(5)
Common Stock	10/16/2025		S		111,041	D	$29.32(7)	1,737,061	I	See footnotes(3)(4)
Common Stock	10/16/2025		S		21,804	D	$29.32(7)	61,032	I	See footnotes(3)(5)
Common Stock	10/16/2025		S		15,826	D	$30.36(8)	1,721,235	I	See footnotes(3)(4)
Common Stock	10/16/2025		S		3,108	D	$30.36(8)	57,924	I	See footnotes(3)(5)
Common Stock	10/16/2025		S		20	D	$31.35	1,721,215	I	See footnotes(3)(4)
Common Stock	10/16/2025		S		4	D	$31.35	57,920	I	See footnotes(3)(5)
Common Stock	10/17/2025		S		174,594	D	$29.12(9)	1,546,621	I	See footnotes(3)(4)
Common Stock	10/17/2025		S		34,284	D	$29.12(9)	23,636	I	See footnotes(3)(5)
Common Stock	10/17/2025		S		30,758	D	$30.28(10)	1,515,863	I	See footnotes(3)(4)
Common Stock	10/17/2025		S		6,040	D	$30.28(10)	17,596	I	See footnotes(3)(5)
Common Stock	10/17/2025		S		12,691	D	$31	1,503,172	I	See footnotes(3)(4)
Common Stock	10/17/2025		S		2,492	D	$31	15,104	I	See footnotes(3)(5)

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

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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.15 to $31.14 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

3. 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.

4. Held directly by the Fund.

5. Held directly by the Nexus Fund.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.17 to $31.20 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.00 to $29.695 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.80 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.85 to $29.70 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.65 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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.	10/17/2025
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	10/17/2025
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC the General Partner of RA Capital Nexus Fund, L.P.	10/17/2025
	/s/ Peter Kolchinsky, individually	10/17/2025
	/s/ Rajeev Shah, individually	10/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did RA Capital report in the VOR Form 4?

Affiliates reported open‑market sales (Code S) of Vor Biopharma common stock on 10/15–10/17/2025 at specified weighted average price ranges.

What price ranges were disclosed for the VOR insider sales?

Examples include $30.15–$31.14, $31.17–$31.20, $29.00–$29.695, $30.00–$30.80, and $28.85–$29.70.

How many VOR shares were beneficially owned after the transactions?

The table shows 1,503,172 shares for the Fund and 15,104 shares for the Nexus Fund, each reported as indirectly held after the transactions.

What roles do the reporting persons have at Vor Biopharma (VOR)?

They are identified as a Director and 10% Owner.

Did the filing mention a reverse stock split for VOR?

Yes. It notes a 1-for-20 reverse stock split effected on September 18, 2025, and share counts reflect this.

Were the Form 4 sales direct or indirect holdings?

Holdings are reported as indirect, including shares held by the Fund and the Nexus Fund, as described in the footnotes.