Schedule 13D/A: Major Holder Sells Millions of Vor Biopharma (VOR) Shares

Rhea-AI Filing Summary

Amendment No. 3 to a Schedule 13D discloses that Reprogrammed Interchange LLC and Reid Hoffman reduced their combined beneficial stake in Vor BioPharma Inc. through multiple open-market sales. The reporting persons now report beneficial ownership of 33,928,487 shares (26.8% of the class). The amendment details sales from August 25 through September 11, 2025, that together total 5,045,614 shares sold in the referenced transactions, executed at weighted average prices mostly around $1.82–$2.12 per share. The filing states the sales were in open market transactions and that there are no related contracts or arrangements with respect to the issuer’s securities.

The amendment is a disclosure of significant share disposition by the reporting persons and confirms continued shared voting and dispositive power over the reported shares.

Positive

• Timely and detailed disclosure of open-market sales and remaining beneficial ownership, meeting Schedule 13D amendment requirements
• Continued substantial ownership retained: reporting persons still beneficially own 33,928,487 shares (26.8%)

Negative

• Material disposition of shares: combined sales of 5,045,614 shares across August 25–September 11, 2025, which may increase downward pressure on the stock
• Concentrated selling pattern in a short period with weighted average sale prices largely between $1.82 and $2.12, potentially signaling reallocation or liquidity-driven exits

Insights

Financial Analyst

TL;DR: Large open-market sales totaling over 5.0 million shares materially reduced the reporting persons' stake; this is a negative signal for shareholders.

The Schedule 13D/A documents concentrated, sequential open-market sales across late August and early September totaling 5,045,614 shares, executed at weighted average prices roughly between $1.82 and $2.12. The reporting persons still report shared beneficial ownership of 33,928,487 shares (26.8%), indicating they remain a substantial holder but have reduced exposure meaningfully in a short period. For investors, concentrated selling of this magnitude can increase supply pressure on the stock and may reflect liquidity needs or portfolio reallocation by the holders. The filing contains no statements of alternative purposes, arrangements, or contracts that would mitigate the market impact.

Corporate Governance Expert

TL;DR: The reporting persons complied with disclosure obligations, but concentrated sales by a large holder raise governance and signaling concerns.

The amendment provides clear, itemized disclosure of open-market disposals across multiple dates and reports the remaining shared voting and dispositive power over the reported shares. From a governance perspective, maintaining transparency via timely amendments is positive; however, sustained selling by a major shareholder (over 5.0 million shares sold within the disclosed period) can alter shareholder composition and reduce the economic alignment of large holders. The filing makes no mention of related agreements or intent to change board representation or control, and no legal proceedings or arrangements are disclosed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

VOR BIOPHARMA INC.

(Name of Issuer)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

929033108

(CUSIP Number)

Frank Huang, Manager
101 Mission Street, Suite 1000,
San Francisco, CA, 94105
(415) 541-0200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/11/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 929033108

1

Name of reporting person

Reprogrammed Interchange LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 33,928,487.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 33,928,487.00

11

Aggregate amount beneficially owned by each reporting person

33,928,487.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 929033108

1

Name of reporting person

Reid Hoffman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 33,928,487.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 33,928,487.00

11

Aggregate amount beneficially owned by each reporting person

33,928,487.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $.0001 per share
(b)	Name of Issuer: VOR BIOPHARMA INC.
(c)	Address of Issuer's Principal Executive Offices: 100 Cambridgepark Drive, Suite 101, Cambridge, MASSACHUSETTS , 02140.
Item 1 Comment: This Amendment No. 3 to Schedule 13D amends and supplements the information provided in the previously filed Statement on Schedule 13D filed with the Securities and Exchange Commission on January 7, 2025 and in Amendment No. 1 and Amendment No. 2 thereto filed with the Securities and Exchange Commission on August 29, 2025 and September 9, 2025, respectively (collectively, the "Schedule 13D"), jointly on behalf of Reprogrammed Interchange LLC and Reid Hoffman (each a "Reporting Person" and collectively, the "Reporting Persons"). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain unchanged in all material respects and in full force and effect. Capitalized terms used but not defined herein have the meaning ascribed to such term in the Schedule 13D, as amended. Responses to each item of this Amendment No. 3 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable.
Item 4.	Purpose of Transaction
	Item 4 of Schedule 13D is hereby amended and supplemented as follows: From September 8, 2025 through September 11, 2025, Reprogrammed Interchange LLC sold the following shares of Vor Biopharma Inc. in open market transactions, resulting in a decrease in the number of shares of Common Stock beneficially owned by the Reporting Persons by more than one percent of the outstanding shares of Common Stock of the Issuer: 1. 464,421 shares on September 8, 2025, at a weighted average per share sale price of $1.9897. 2. 449,226 shares on September 9, 2025, at a weighted average per share sale price of $2.0004. 3. 350,000 shares on September 10, 2025, at a weighted average per share sale price of $1.8151. 4. 284,805 shares on September 11, 2025, at a weighted average per share sale price of $1.8308.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 3 to the Schedule 13D, and the information set forth or incorporated in Items 2, 3, 4, 6 and 7, is incorporated by reference in its entirety into this Item 5.
(b)	Regarding the number of shares as to which such person has: (i) sole power to vote or to direct the vote: See line 7 of cover sheets, (ii) shared power to vote or to direct the vote: See line 8 of cover sheets, (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets, and (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets.
(c)	During the past 60 days, Reprogrammed Interchange LLC sold the following shares of Vor Biopharma Inc. in open market transactions: 1. 387,346 shares on August 25, 2025, at a weighted average per share sale price of $2.1163. 2. 284,190 shares on August 26, 2025, at a weighted average per share sale price of $2.0808. 3. 611,647 shares on August 27, 2025, at a weighted average per share sale price of $2.0053. 4. 806,351 shares on August 28, 2025, at a weighted average per share sale price of $2.0115. 5. 554,612 shares on September 3, 2025, at a weighted average per share sale price of $1.9961. 6. 453,016 shares on September 4, 2025, at a weighted average per share sale price of $1.9285. 7. 400,000 shares on September 5, 2025, at a weighted average per share sale price of $1.9682.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Reprogrammed Interchange LLC

Signature:	/s/ Frank Huang
Name/Title:	Frank Huang, Manager
Date:	09/12/2025

Reid Hoffman

Signature:	/s/ Reid Hoffman
Name/Title:	Reid Hoffman
Date:	09/12/2025

FAQ

How many shares of VOR did the reporting persons report owning after this amendment?

The reporting persons report beneficial ownership of 33,928,487 shares, representing 26.8% of the class.

How many Vor Biopharma (VOR) shares were sold in the disclosed transactions?

The amendment itemizes sales totaling 5,045,614 shares executed on various dates between August 25 and September 11, 2025.

At what prices were the VOR shares sold in these transactions?

Weighted average sale prices reported in the amendment ranged approximately from $1.8151 to $2.1163 per share across the disclosed transactions.

Were the reported sales open-market transactions or part of an agreement?

The amendment states the sales were open market transactions and notes no contracts, arrangements or understandings with respect to the issuer’s securities.

Who are the reporting persons named in the filing?

The filing is made jointly by Reprogrammed Interchange LLC and Reid Hoffman.