Vor Biopharma (VOR) sees Venrock-led group report 9.99% ownership stake

Rhea-AI Filing Summary

Vor Biopharma Inc. large shareholder Venrock Healthcare Capital and related entities, together with individuals Nimish Shah and Bong Koh, report beneficial ownership of up to 5,676,370 shares of common stock as of June 30, 2026. This position, including common shares and Pre-Funded Warrants subject to limits, represents 9.99% of the outstanding common stock.

The ownership is held through Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, L.P., and Venrock Healthcare Capital Partners EG, L.P., along with their managing entities. Across these vehicles, the group holds common shares and Pre-Funded Warrants exercisable for additional common stock, all subject to a Beneficial Ownership Blocker that caps post-exercise ownership at 9.99% of Vor Biopharma’s outstanding shares, based on 54,185,877 shares outstanding as of May 7, 2026. All Reporting Persons report shared voting and dispositive power over the same 5,676,370 shares.

Key Figures

Beneficially owned shares: 5,676,370 shares Ownership percentage: 9.99% Shares outstanding: 54,185,877 shares +3 more

6 metrics

Beneficially owned shares 5,676,370 shares Aggregate common stock beneficially owned by the Reporting Persons as of June 30, 2026

Ownership percentage 9.99% Percentage of Vor Biopharma common stock beneficially owned by each Reporting Person

Shares outstanding 54,185,877 shares Vor Biopharma common shares outstanding as of May 7, 2026, from Form 10-Q

Shares issuable from Pre-Funded Warrants 2,634,651 shares Common shares issuable upon exercise of the Reporting Persons’ Pre-Funded Warrants

VHCP III common shares 642,031 shares Common stock held by Venrock Healthcare Capital Partners III, L.P.

VHCP EG common shares 2,335,474 shares Common stock held by Venrock Healthcare Capital Partners EG, L.P.

Key Terms

Pre-Funded Warrants, Beneficial Ownership Blocker, beneficially owned, shared dispositive power, +1 more

5 terms

Pre-Funded Warrants financial

"pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to"

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 Blocker financial

"The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker")"

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.

beneficially owned financial

"sets forth the aggregate number of shares of common stock ... beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared dispositive power financial

"Row 8 ... sets forth the shared power to dispose or to direct the disposition"

shared voting power financial

"Row 6 ... sets forth the shared power to vote or to direct the vote"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

FAQ

How much of Vor Biopharma (VOR) do the Venrock entities and individuals own?

The reporting group beneficially owns up to 5,676,370 shares of Vor Biopharma common stock, representing 9.99% of the company’s outstanding common stock as of June 30, 2026, including shares issuable from Pre-Funded Warrants.

Which entities are included in the Vor Biopharma (VOR) ownership group?

The group includes Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., their managers, and individuals Nimish Shah and Bong Y. Koh, all reporting as a single group.

What are the Vor Biopharma (VOR) Pre-Funded Warrants held by the Venrock entities?

The group holds Pre-Funded Warrants exercisable for 2,634,651 shares of Vor Biopharma common stock, in addition to already-held common shares, subject to a Beneficial Ownership Blocker that limits total post-exercise ownership.

What is the Beneficial Ownership Blocker mentioned in the Vor Biopharma (VOR) filing?

The Beneficial Ownership Blocker in the Pre-Funded Warrants prevents exercise if, after exercise, the group would own more than 9.99% of Vor Biopharma’s outstanding common stock, effectively capping exercisable ownership at 5,676,370 shares.

How is Vor Biopharma’s (VOR) ownership percentage calculated for the Venrock group?

The 9.99% ownership is based on 54,185,877 Vor Biopharma common shares outstanding as of May 7, 2026, plus 2,634,651 shares issuable upon exercise of the group’s Pre-Funded Warrants, as disclosed in the company’s Form 10-Q.

Do the Venrock entities have shared voting power in Vor Biopharma (VOR)?

Yes. Each Reporting Person discloses 0 shares with sole voting or dispositive power and 5,676,370 shares with shared voting and shared dispositive power, reflecting coordinated control over the reported position.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 04:56 PM Accepted by SEC EDGAR 08/14/2026 - 04:55 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

VOR BIOPHARMA INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

929033207

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 929033207

1

Names of Reporting Persons

Venrock Healthcare Capital Partners III, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,676,370.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,676,370.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,676,370.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 929033207

1

Names of Reporting Persons

VHCP Co-Investment Holdings III, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,676,370.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,676,370.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,676,370.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 929033207

1

Names of Reporting Persons

Venrock Healthcare Capital Partners EG, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,676,370.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,676,370.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,676,370.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 929033207

1

Names of Reporting Persons

VHCP Management III, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,676,370.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,676,370.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,676,370.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 929033207

1

Names of Reporting Persons

VHCP Management EG, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,676,370.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,676,370.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,676,370.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 929033207

1

Names of Reporting Persons

Nimish Shah

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,676,370.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,676,370.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,676,370.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP Number(s): 929033207

1

Names of Reporting Persons

Bong Y. Koh

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,676,370.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,676,370.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,676,370.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: VOR BIOPHARMA INC.
(b)	Address of issuer's principal executive offices: 500 Boylston Street, Suite 1350, Boston, MA, 02116.
Item 2.
(a)	Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") are: Venrock Healthcare Capital Partners III, L.P. ("VHCP III") VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III") Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG") VHCP Management III, LLC ("VHCP Management III") VHCP Management EG, LLC ("VHCP Management EG") Nimish Shah ("Shah") Bong Koh ("Koh") The Reporting Persons are members of a group for the purposes of this Schedule 13G/A.
(b)	Address or principal business office or, if none, residence: New York Office: 7 Bryant Park, 23rd Floor New York, NY 10018 Palo Alto Office: 3340 Hillview Avenue Palo Alto, CA 94304
(c)	Citizenship: All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 929033207
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 642,031 shares of the Issuer's common stock and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 792,983 shares of common stock held by VHCP III, (ii) 64,214 shares of the Issuer's common stock and Pre-Funded Warrants exercisable for up to 79,264 shares of common stock held by VHCP Co-Investment III, and (iii) 2,335,474 shares of the Issuer's common stock and Pre-Funded Warrants exercisable for up to 2,529,653 shares of common stock held by VHCP EG. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, VHCP III, VHCP Co-Investment III and VHCP EG, together with their affiliates and other attribution parties, would own more than 9.99% of the outstanding shares of common stock. VHCP III, VHCP Co-Investment III and VHCP EG are currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 5,676,370 shares of common stock. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)	Percent of class: Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage was 9.99% as of June 30, 2026. Such percentage is based upon the sum of (i) 54,185,877 shares of the Issuer's common stock outstanding as of May 7, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 13, 2026, and (ii) 2,634,651 shares of common stock issuable upon the exercise of the Pre-Funded Warrants. Due to field limitations of the EDGAR filing system, the percentage listed in row 11 of each Reporting Person's cover page has been rounded down to 9.9%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
	(ii) Shared power to vote or to direct the vote: Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
	(iii) Sole power to dispose or to direct the disposition of: Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
	(iv) Shared power to dispose or to direct the disposition of: Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Venrock Healthcare Capital Partners III, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

VHCP Co-Investment Holdings III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

Venrock Healthcare Capital Partners EG, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

VHCP Management III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

VHCP Management EG, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

Nimish Shah

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	08/14/2026

Bong Y. Koh

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	08/14/2026

Exhibit Information

Exhibit 24.1 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit 24.1 to Schedule 13G filed on September 25, 2025) Exhibit 24.2 Power of Attorney for Bong Koh (incorporated by reference to Exhibit 24.2 to Schedule 13G filed on September 25, 2025) Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on September 25, 2025)