RA Capital trims Vor Biopharma (VOR) stake, still owns 19.9%
Rhea-AI Filing Summary
RA Capital Management and affiliated funds report beneficial ownership of 12,896,519 shares of Vor Biopharma common stock, equal to 19.9% of the company. This stake is calculated against 54,185,582 shares outstanding as of March 30, 2026.
The position consists of 2,567,245 shares held directly by RA Capital Healthcare Fund and a mix of Common Stock Warrants for 1,056,072 shares and Pre-Funded Warrants for 10,000,000 shares, plus small option-related holdings. A “Beneficial Ownership Blocker” in the Pre-Funded Warrants limits exercise so the fund cannot exceed 19.99% ownership.
The fund reported recent open-market sales of 458,411 shares on April 17, 2026 at a weighted average price of $16.28 per share and 171,963 shares on April 20, 2026 at a weighted average price of $15.77 per share, as well as vesting of stock options with a $12.80 exercise price.
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Key Figures
Beneficial ownership: 12,896,519 shares
Ownership percentage: 19.9%
Shares outstanding: 54,185,582 shares
+6 more
9 metrics
Beneficial ownership
12,896,519 shares
Vor Biopharma common stock reported by RA Capital and affiliates
Ownership percentage
19.9%
Portion of Vor Biopharma common stock based on 54,185,582 shares outstanding
Shares outstanding
54,185,582 shares
Vor Biopharma common stock outstanding as of March 30, 2026
Fund common shares
2,567,245 shares
Vor Biopharma common stock directly held by RA Capital Healthcare Fund
Common Stock Warrants
1,056,072 shares
Shares underlying Common Stock Warrants held directly by the Fund
Pre-Funded Warrants
10,000,000 shares
Shares underlying Pre-Funded Warrants held directly by the Fund
Sale on April 17, 2026
458,411 shares at $16.28
Open-market sale, weighted average price, range $15.95–$16.85
Sale on April 20, 2026
171,963 shares at $15.77
Open-market sale, weighted average price, range $15.75–$16.00
Stock option exercise price
$12.80 per share
Option for 3,000 shares beginning vesting December 18, 2025
Key Terms
Pre-Funded Warrants, Common Stock Warrants, Beneficial Ownership Blocker, beneficial owner, +2 more
6 terms
Pre-Funded Warrants financial
"pre-funded warrants (the "Pre-Funded Warrants" and, together with the Common Stock Warrants, the "Warrants") exercisable for up to 10,000,000 shares"
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.
Common Stock Warrants financial
"Common Stock Warrants exercisable for up to 1,056,072 shares of common stock held directly by the Fund"
Common stock warrants are tradable certificates that give the holder the right, but not the obligation, to buy a company’s common shares at a fixed price before a specified expiration date. They work like long-term options issued by the company and can provide cheaper, leveraged exposure to a stock’s potential upside; however, if holders use the warrants to buy shares, the total number of shares increases, which can dilute the value of existing shares.
Beneficial Ownership Blocker financial
"The Pre-Funded Warrants contain a provision (the "Pre-Funded Warrant Beneficial Ownership Blocker") which precludes exercise"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
beneficial owner financial
"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
vested stock options financial
"a total of 6,190 shares of common stock underlying vested stock options (right to buy) held by Joshua Resnick"
Vested stock options are the portions of an employee’s stock option grant that they have earned the right to buy at a predetermined price after meeting time or performance conditions. For investors, vested options matter because they can convert into actual shares that dilute existing ownership or signal insiders’ confidence when exercised or sold, much like a voucher that becomes redeemable and can change how many tickets are in circulation.
open market sale financial
"Open Market Sale Fund 04/17/2026 458,411 16.28 15.95 16.85"
An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How much of Vor Biopharma (VOR) does RA Capital currently beneficially own?
RA Capital and its affiliates report beneficial ownership of 12,896,519 shares of Vor Biopharma common stock, representing 19.9% of the company. This percentage is based on 54,185,582 shares outstanding as of March 30, 2026, including certain exercisable warrants and options.
What securities make up RA Capital’s Vor Biopharma (VOR) position?
RA Capital’s reported position includes 2,567,245 common shares, Common Stock Warrants exercisable for 1,056,072 shares, and Pre-Funded Warrants exercisable for up to 10,000,000 shares, plus small amounts of stock options held for RA Capital’s benefit by individuals.
What is the Pre-Funded Warrant Beneficial Ownership Blocker in VOR’s filing?
The Pre-Funded Warrants include a Beneficial Ownership Blocker that prevents RA Capital’s fund and affiliates from exercising warrants if it would push ownership above 19.99%. The fund is currently limited to beneficial ownership of up to 12,896,519 shares under this provision.
How is the 19.9% ownership figure for RA Capital in Vor Biopharma (VOR) calculated?
The 19.9% figure is based on 54,185,582 shares of Vor Biopharma common stock outstanding as of March 30, 2026, as reported in a Form 8-K, and gives effect to RA Capital’s exercisable warrants and stock options within 60 days of the filing, subject to warrant blockers.
Who are the reporting persons in this Vor Biopharma (VOR) Schedule 13D/A amendment?
The reporting persons are RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., and individuals Peter Kolchinsky and Rajeev Shah. RA Capital advises the fund, and Kolchinsky and Shah are controlling persons of RA Capital’s general partner.