Vor Biopharma Inc. (VOR) holder exercises 2,100,000 pre-funded warrants

Rhea-AI Filing Summary

RA Capital Healthcare Fund LP, an affiliate of RA Capital Management and a 10% owner of Vor Biopharma, exercised pre-funded warrants for 2,100,000 common shares at $0.002 per share. The exercise was cashless, so 213 shares valued at $19.75 were withheld to pay the exercise price and 2,099,787 shares were issued to the Fund. Following the transaction, the Fund continued to hold 7,900,000 pre-funded warrants, which are immediately exercisable with no expiration but subject to a 19.99% beneficial ownership cap. RA Capital Management, its general partner, and Dr. Peter Kolchinsky and Mr. Rajeev Shah disclaim beneficial ownership beyond their pecuniary interest, and the securities are held directly by the Fund.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 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

Sold 213 shs ($4K)

Approx. gross sale proceeds $4K

Approx. exercise cost $4K

Type	Security	Shares	Price	Value
In-the-Money Exercise	Pre-Funded Warrant (Right to Buy) F4, F2, F3	2,100,000	$5.00	$10.50M
In-the-Money Exercise	Common Stock F1, F2, F3	2,100,000	$0.002	$4K
Sale	Common Stock F1, F2, F3	213	$19.75	$4K

Holdings After Transaction: Pre-Funded Warrant (Right to Buy) — 7,900,000 shares (Indirect, See Footnotes); Common Stock — 4,501,882 shares (Indirect, See footnotes)

Footnotes (4)

1. F1. On July 16, 2026, the Fund exercised Pre-Funded Warrants to purchase an aggregate of 2,100,000 shares of the Issuer's common stock for $0.002 a share. The Fund exercised the Pre-Funded Warrants on a cashless basis, resulting in the Issuer's withholding of 213 of such shares to satisfy the exercise price of the Pre-Funded Warrants, and the issuance to the Fund of an aggregate of 2,099,787 shares.
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. Held directly by the Fund.
4. F4. The Pre-Funded Warrants have no expiration date and are exercisable immediately. 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 19.99% of the total number of issued and outstanding shares of common stock of the Issuer following such exercise.

Key Figures

Shares exercised: 2,100,000 shares Exercise price: $0.002 per share Shares withheld: 213 shares +4 more

7 metrics

Shares exercised 2,100,000 shares Pre-funded warrants exercised for common stock on July 16, 2026

Exercise price $0.002 per share Exercise price for Vor Biopharma common stock under the pre-funded warrants

Shares withheld 213 shares Shares withheld by the issuer to satisfy the warrant exercise price in a cashless exercise

Net shares issued 2,099,787 shares Vor Biopharma common shares issued to RA Capital Healthcare Fund LP after cashless exercise

Pre-Funded Warrants remaining 7,900,000 warrants Pre-funded warrants indirectly held by the Fund after the reported exercise

Beneficial ownership cap 19.99% Maximum aggregate beneficial ownership allowed for the reporting persons after exercising warrants

Withheld share value $19.75 per share Per-share value applied to the 213 withheld shares in the Form 4 sale entry

Key Terms

Pre-Funded Warrants, beneficial ownership, Section 13(d) group, pecuniary interest

4 terms

Pre-Funded Warrants financial

"The Pre-Funded Warrants have no expiration date and are exercisable immediately."

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficial ownership regulatory

"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.

Section 13(d) group regulatory

"members of a Section 13(d) group with the Reporting Persons"

pecuniary interest financial

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

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Available on EDGAR 07/21/2026 - 04:54 PM Accepted by SEC EDGAR 07/21/2026 - 04:54 PM Learn about SEC filing dates

FAQ

What insider transactions in Vor Biopharma (VOR) did RA Capital report on July 16, 2026?

RA Capital Healthcare Fund LP exercised pre-funded warrants for 2,100,000 Vor Biopharma common shares at $0.002 per share in a cashless transaction. 213 shares were withheld to cover the exercise price, and 2,099,787 shares were issued to the Fund.

How many Vor Biopharma (VOR) shares did RA Capital effectively acquire through the warrant exercise?

The Fund exercised rights for 2,100,000 shares and, after withholding 213 shares to pay the exercise price, received 2,099,787 Vor Biopharma common shares. These shares are held indirectly through RA Capital Healthcare Fund LP, with related parties disclaiming beneficial ownership beyond pecuniary interest.

What was the exercise price of the Vor Biopharma (VOR) pre-funded warrants held by RA Capital?

The pre-funded warrants were exercised at an exercise price of $0.002 per share. The transaction was structured as a cashless exercise, with the issuer withholding 213 shares to satisfy the aggregate exercise price instead of receiving cash from the Fund.

How many Vor Biopharma (VOR) pre-funded warrants does RA Capital still hold after this Form 4 transaction?

After exercising warrants for 2,100,000 shares, the Fund continued to hold 7,900,000 pre-funded warrants. These remaining warrants are immediately exercisable, have no expiration date, and are subject to a 19.99% beneficial ownership limitation on total common stock.

What beneficial ownership limits apply to RA Capital’s Vor Biopharma (VOR) pre-funded warrants?

The warrants cannot be exercised to the extent such exercise would cause aggregate beneficial ownership by the reporting persons and certain affiliates to exceed 19.99% of Vor Biopharma’s outstanding common stock following the exercise, effectively capping their post-exercise ownership level.

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)
07/16/2026

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	07/16/2026		X(1)		2,100,000	A	$0.002	4,502,095	I	See footnotes(2)(3)
Common Stock	07/16/2026		S(1)		213	D	$19.75	4,501,882	I	See footnotes(2)(3)

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	07/16/2026		X			2,100,000	(4)	(4)	Common Stock	2,100,000	$5	7,900,000	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 July 16, 2026, the Fund exercised Pre-Funded Warrants to purchase an aggregate of 2,100,000 shares of the Issuer's common stock for $0.002 a share. The Fund exercised the Pre-Funded Warrants on a cashless basis, resulting in the Issuer's withholding of 213 of such shares to satisfy the exercise price of the Pre-Funded Warrants, and the issuance to the Fund of an aggregate of 2,099,787 shares.

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. Held directly by the Fund.

4. The Pre-Funded Warrants have no expiration date and are exercisable immediately. 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 19.99% of the total number of issued and outstanding shares of common stock of the Issuer following such exercise.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	07/21/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	07/21/2026
	/s/ Peter Kolchinsky, individually	07/21/2026
	/s/ Rajeev Shah, individually	07/21/2026
	** 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)