Vor Biopharma Inc. joint Schedule 13G filing reports that investment vehicles affiliated with TCG and Reporting Individual Chen Yu beneficially hold equity positions representing 10.5% (5,673,078 shares) of Vor's Common Stock. The filing bases the percentage on 54,185,582 shares, calculated from 48,847,504 shares outstanding as of March 23, 2026 plus 5,338,078 shares issued in an underwritten offering that closed March 30, 2026.
Positive
None.
Negative
None.
Insights
Ownership disclosure highlights a concentrated holder and shared voting power.
The statement shows TCG-affiliated funds each report 2,836,539 shares and Chen Yu is reported with shared voting and dispositive power aggregating 5,673,078 shares (10.5%). This identifies a significant, disclosed block that may influence governance votes.
Beneficial ownership is documented via limited partnerships and GP entities; subsequent filings may show whether holdings change or are used in coordinated voting. Timing references are tied to the March 23, 2026 outstanding count and the March 30, 2026 offering.
Position size reaches regulatory reporting thresholds and reflects post-offering ownership.
The calculation explicitly includes the 5,338,078-share underwritten offering closed March 30, 2026, producing a 54,185,582-share base. The filing disclaims a formal group and documents shared dispositive power through GP relationships.
Market-impact implications depend on whether these holders trade or file amendments; any future Schedule 13D or Form 4 would change the disclosure profile.
Key Figures
Chen Yu beneficial ownership:5,673,078 sharesPer-entity holdings (TCG funds):2,836,539 sharesShares base for percent calc:54,185,582 shares
"Amount beneficially owned: See Row 9 of the cover page"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared dispositive powerregulatory
"Shared Dispositive Power 2,836,539.00"
joint filing agreementregulatory
"agreement among the Reporting Persons to file jointly"
underwritten offeringmarket
"5,338,078 shares of Common Stock issued in an underwritten offering"
An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Vor Biopharma Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
929033207
(CUSIP Number)
03/30/2026
(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
TCG Crossover GP II, 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
2,836,539.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,836,539.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,836,539.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 54,185,582 shares of Common Stock, as follows: (a) 48,847,504 shares of Common Stock outstanding as of March 23, 2026, as reported by the Issuer (as defined in Item 1(a) below) in its Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission (the Commission) on March 30, 2026 (the Form 10-K), plus (b) 5,338,078 shares of Common Stock issued in an underwritten offering that closed on March 30, 2026, as reported in the Issuer's Current Report on Form 8-K, filed with the Commission on March 27, 2026 (the Offering).
SCHEDULE 13G
CUSIP Number(s):
929033207
1
Names of Reporting Persons
TCG Crossover Fund II, 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
2,836,539.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,836,539.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,836,539.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 54,185,582 shares of Common Stock, as follows: (a) 48,847,504 shares of Common Stock outstanding as of March 23, 2026, as reported by the Issuer in the Form 10-K, plus (b) 5,338,078 shares of Common Stock issued in the Offering.
SCHEDULE 13G
CUSIP Number(s):
929033207
1
Names of Reporting Persons
TCG Crossover GP 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
2,836,539.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,836,539.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,836,539.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: These securities are held of record by TCG Crossover III (as defined in Item 2(a) below). TCG Crossover GP III (as defined in Item 2(a) below) is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 54,185,582 shares of Common Stock, as follows: (a) 48,847,504 shares of Common Stock outstanding as of March 23, 2026, as reported by the Issuer in the Form 10-K, plus (b) 5,338,078 shares of Common Stock issued in the Offering.
SCHEDULE 13G
CUSIP Number(s):
929033207
1
Names of Reporting Persons
TCG Crossover Fund 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
2,836,539.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,836,539.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,836,539.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: These securities are held of record by TCG Crossover III. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 54,185,582 shares of Common Stock, as follows: (a) 48,847,504 shares of Common Stock outstanding as of March 23, 2026, as reported by the Issuer in the Form 10-K, plus (b) 5,338,078 shares of Common Stock issued in the Offering.
SCHEDULE 13G
CUSIP Number(s):
929033207
1
Names of Reporting Persons
Chen Yu
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
5,673,078.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,673,078.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,673,078.00
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)
10.5 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Consists of (i) 2,836,539 shares of Common Stock held of record by TCG Crossover II and (ii) 2,836,539 shares of Common Stock held of record by TCG Crossover III. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover II. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover III. Chen Yu is the sole managing member of each of TCG Crossover GP II and TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to the securities held of record by TCG Crossover II and TCG Crossover III.
Based on 54,185,582 shares of Common Stock, as follows: (a) 48,847,504 shares of Common Stock outstanding as of March 23, 2026, as reported by the Issuer in the Form 10-K, plus (b) 5,338,078 shares of Common Stock issued in the Offering.
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:
This joint statement on Schedule 13G is being filed by TCG Crossover Fund II, L.P. (TCG Crossover II), TCG Crossover GP II, LLC (TCG Crossover GP II), TCG Crossover Fund III, L.P. (TCG Crossover III) and TCG Crossover GP III, LLC (TCG Crossover GP III and together with TCG Crossover II, TCG Crossover GP II and TCG Crossover III, the Reporting Entities) and Chen Yu (the Reporting Individual). The Reporting Entities and the Reporting Individual are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 245 Lytton Ave., Suite 350, Palo Alto, CA 94301.
(c)
Citizenship:
TCG Crossover GP II and TCG Crossover GP II are each a limited liability company organized under the laws of the State of Delaware. TCG Crossover II and TCG Crossover III are each a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
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:
See Row 9 of the cover page for each Reporting Person and the corresponding comments.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreements of TCG Crossover II and TCG Crossover III and the limited liability company agreements of TCG Crossover GP II and TCG Crossover GP III, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
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.
What stake does Chen Yu report in Vor Biopharma (VOR)?
Chen Yu is reported to beneficially hold 5,673,078 shares, representing 10.5% of Vor Biopharma based on the 54,185,582-share base used in the filing. The total aggregates shares reported through affiliated TCG entities.
Which entities are reported as holders for VOR in this filing?
The filing identifies TCG Crossover Fund II, TCG Crossover GP II, TCG Crossover Fund III, and TCG Crossover GP III as record holders, each shown with 2,836,539 shares and related shared voting/dispositive power.
What share count does the filing use to calculate the percentage ownership for VOR?
The percentage is calculated using 54,185,582 shares, composed of 48,847,504 shares outstanding as of March 23, 2026 plus 5,338,078 shares issued in an underwritten offering that closed March 30, 2026.
Does the filing say the reporting persons form a group for VOR?
No. The Reporting Persons expressly disclaim status as a group under the relevant rule while filing jointly under Rule 13d-1(k)(1), per the joint filing agreement attached as an exhibit.
How is voting and dispositive power described for the reported VOR shares?
The filing shows shared voting and shared dispositive power for the TCG entities (each with 2,836,539) and reports Chen Yu as sharing voting and dispositive power over the combined positions.
