Vor Biopharma Director Receives 60k-Share Option; Adviser Holds Economic Interest

Rhea-AI Filing Summary

Vor Biopharma Inc. director Sarah Burgess Reed was granted a stock option on 09/08/2025 to purchase 60,000 shares of common stock at an exercise price of $1.98 per share. The option vests in 36 equal monthly installments beginning on the grant date and is exercisable through 09/07/2035. The filing notes Ms. Reed holds the option for the benefit of RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund, L.P., and she disclaims beneficial ownership because any net proceeds will be turned over to the adviser to offset advisory fees. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 09/10/2025.

Positive

• Clear long-term incentive: 36-month vesting aligns director compensation with ongoing service
• Substantial option size: 60,000-share grant provides meaningful equity exposure if exercised
• Full disclosure of adviser arrangement: Filing explicitly explains that proceeds offset advisory fees, improving transparency

Negative

• Disclaimed beneficial ownership: Reporting person disclaims ownership because the option benefits RA Capital funds, which may obscure individual insider alignment
• Potential dilution: Exercise of 60,000 shares would increase outstanding shares if exercised, though the filing does not state current share count

Insights

Securities Analyst

TL;DR: Routine director option grant; limited immediate market impact.

The grant of a 60,000-share option at $1.98 with 36-month monthly vesting is a standard long-term incentive for a board director and does not by itself change capital structure or cash flows. Material facts include the exercise price, total option size, vesting schedule, and the 10-year expiration to 09/07/2035. The adviser arrangement and the reporting persons disclaimer of beneficial ownership are important for ownership calculations and proxy reporting because the economic benefits accrue to RA Capital funds rather than the individual.

Corporate Governance Expert

TL;DR: Compensation follows common governance practice; disclosure clarifies beneficial ownership.

The option's monthly vesting over three years aligns director incentives with continued service. The filing transparently discloses that the option is held for the benefit of RA Capital-managed funds and that net proceeds will offset advisory fees, which affects how beneficial ownership is reported under Section 16. This arrangement should be reflected in future ownership tables and could influence voting/ownership tallies, but the Form 4 itself is a routine disclosure rather than a governance action with immediate material consequences.

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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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^*

Reed Sarah Burgess

(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)

X	Director		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)

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

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	D(2)

Explanation of Responses:

1. 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 the Reporting Person's continued service as of each such date.

2. Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and the RA Capital Nexus Fund, L.P. (the "Nexus Fund"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received from the option, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.

	/s/ Sherell Bacchas, Attorney-in-Fact	09/10/2025
	** 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.
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FAQ

What did Vor Biopharma insider Sarah Burgess Reed report on Form 4 (VOR)?

The Form 4 reports a 09/08/2025 grant of a stock option to purchase 60,000 shares at an exercise price of $1.98 per share, vesting monthly over 36 months and expiring on 09/07/2035.

When do the options granted to Sarah Burgess Reed become exercisable?

The options vest in 36 equal monthly installments beginning on 09/08/2025, making portions exercisable each month thereafter until fully vested.

Does Sarah Burgess Reed claim beneficial ownership of the granted options (VOR)?

No. The filing states she holds the option for the benefit of RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund, L.P. and disclaims beneficial ownership because net proceeds will offset advisory fees.

What is the exercise price and expiration date for the reported option (VOR)?

The exercise price is $1.98 per share and the option expires on 09/07/2035.

Who signed the Form 4 for Sarah Burgess Reed and when was it filed?

The Form 4 was signed by Sherell Bacchas, Attorney-in-Fact and dated 09/10/2025.