Vor Biopharma (VOR) RA Capital-linked option yields 1,500 shares

Rhea-AI Filing Summary

Vor Biopharma Inc. (VOR) reported that entities associated with RA Capital Management, L.P., a ten percent owner, effected an exercise of a stock option for 1,500 shares of Common Stock on August 24, 2026. The option, with an exercise price of $3.736 per share, was immediately exercisable and is now fully exercised with 0 options remaining for this grant.

The option had been granted to non-employee director Joshua Resnick under Vor Biopharma’s director compensation policy, but under his arrangement with RA Capital, any stock received upon exercise is turned over to RA Capital Management, offsetting advisory fees owed by RA Capital Healthcare Fund, L.P. The Adviser, its general partner, the Fund, and individuals Peter Kolchinsky and Rajeev Shah all disclaim beneficial ownership of the option and underlying shares except for any pecuniary interest. The exercise terms reflect a 1-for-20 reverse stock split effected by Vor Biopharma on September 18, 2025.

Insider Trade Summary

Net Buyer: 1,500 shares

Net Buy 3 txns

Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, Kolchinsky Peter, Shah Rajeev M.

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy) F1, F5, F2, F3	1,500	$0.00	$0.00
Exercise	Common Stock F1, F2, F3	1,500	$3.736	$6K
holding	Common Stock F2, F4	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Indirect, See Footnotes); Common Stock — 4,503,382 shares (Indirect, See footnotes)

Footnotes (5)

1. F1. On September 18, 2025, the Issuer effected a 1-for-20 reverse stock split. The exercise price and number of shares underlying the stock option give effect to the reverse stock split.
2. F2. 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.
3. F3. This option was granted to Joshua Resnick pursuant to the Issuer's non-employee director compensation policy. Under Mr. Resnick's arrangement with the Adviser, Mr. Resnick held the option for the benefit of the Fund. Mr. Resnick is obligated to turn over to the Adviser any stock received upon exercise of the option, which will offset advisory fees owed by the Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
4. F4. Held directly by the Fund.
5. F5. Immediately exercisable.

Key Figures

Option shares exercised: 1,500 shares of Common Stock Exercise price: $3.736 per share Options remaining from this grant: 0 shares +3 more

6 metrics

Option shares exercised 1,500 shares of Common Stock Shares underlying the stock option exercised on August 24, 2026

Exercise price $3.736 per share Exercise or conversion price for the 1,500-share stock option

Options remaining from this grant 0 shares Total shares following the derivative transaction for the option position

Reverse stock split ratio 1-for-20 Vor Biopharma reverse stock split effected on September 18, 2025

Reverse stock split date September 18, 2025 Date Vor Biopharma effected the 1-for-20 reverse stock split

Option expiration date August 26, 2026 Expiration date of the exercised stock option after giving effect to the split

Key Terms

reverse stock split, pecuniary interest, non-employee director compensation policy, beneficial ownership

4 terms

reverse stock split financial

"the Issuer effected a 1-for-20 reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

pecuniary interest financial

"except to the extent of its or his respective pecuniary interest"

non-employee director compensation policy financial

"granted to Joshua Resnick pursuant to the Issuer's non-employee director compensation policy"

beneficial ownership financial

"disclaims beneficial ownership of any of the reported securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

What transaction did RA Capital-related entities report in this Form 4 for VOR?

They reported an exercise of a stock option covering 1,500 shares of Common Stock of Vor Biopharma Inc. on August 24, 2026, at an exercise price of $3.736 per share, resulting in that option grant being fully exercised with no remaining option shares.

How many Vor Biopharma (VOR) shares were involved in the option exercise?

The filing reports an option exercise for 1,500 shares of Vor Biopharma Common Stock. A corresponding derivative entry shows 1,500 option shares disposed and a non-derivative entry shows 1,500 Common Stock shares acquired in connection with the exercise.

What was the exercise price of the option reported for Vor Biopharma (VOR)?

The stock option was exercised at an exercise price of $3.736 per share. A related Common Stock transaction reflects the same $3.736 per share price as the cost to acquire the 1,500 shares upon exercise.

Whose option was exercised in this Vor Biopharma (VOR) Form 4 filing?

The option was granted to Joshua Resnick under Vor Biopharma’s non-employee director compensation policy. Under his arrangement, Mr. Resnick holds the option for the benefit of RA Capital Healthcare Fund, L.P. and must turn over any stock received on exercise to RA Capital Management.

Do RA Capital and its affiliates claim beneficial ownership of the VOR shares from this option?

The Adviser, its general partner, the Fund, and individuals disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest. The filing states that any stock received by Joshua Resnick upon exercise offsets advisory fees owed by the Fund to the Adviser.

Was the Vor Biopharma (VOR) option affected by a reverse stock split?

Yes. Vor Biopharma effected a 1-for-20 reverse stock split on September 18, 2025. The filing notes that the exercise price and number of shares underlying the stock option give effect to this reverse stock split.

Were the VOR transactions executed under a Rule 10b5-1 trading plan?

No. The Form 4’s Rule 10b5-1 checkbox is not marked as affirming a plan, and the filing does not state that the transactions were made pursuant to a Rule 10b5-1 or other pre-arranged trading plan.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/26/2026 - 06:29 PM Accepted by SEC EDGAR 08/26/2026 - 06:28 PM Learn about SEC filing dates

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 MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026

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

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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

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	08/24/2026		M		1,500(1)	A	$3.736(1)	1,500	I	See footnotes(2)(3)
Common Stock								4,501,882	I	See footnotes(2)(4)

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)	$3.736(1)	08/24/2026		M			1,500(1)	(5)	08/26/2026	Common Stock	1,500(1)	$0	0	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	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 MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	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 MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	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 MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On September 18, 2025, the Issuer effected a 1-for-20 reverse stock split. The exercise price and number of shares underlying the stock option give effect to the reverse stock split.

2. 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.

3. This option was granted to Joshua Resnick pursuant to the Issuer's non-employee director compensation policy. Under Mr. Resnick's arrangement with the Adviser, Mr. Resnick held the option for the benefit of the Fund. Mr. Resnick is obligated to turn over to the Adviser any stock received upon exercise of the option, which will offset advisory fees owed by the Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

4. Held directly by the Fund.

5. Immediately exercisable.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	08/26/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	08/26/2026
	/s/ Peter Kolchinsky, individually	08/26/2026
	/s/ Rajeev Shah, individually	08/26/2026
	** 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.
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* Form 4: SEC 1474 (03-26)