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Vor Biopharma Inc.

For the period ended Dec 31, 2025. Filed Mar 30, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 30, 2026

VOR$19.56-2.1%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules.

(1)

For a list of the financial statements included herein, see Index to the Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K, incorporated into this Item by reference.

(2)

Schedules have been omitted since they are either not required or not applicable or the information is otherwise included herein.

(3)

Exhibits

Incorporated by Reference
ExhibitNumberDescriptionFormFile No.Exhibit NumberFiling DateFiled Herewith
3.1Amended and Restated Certificate of Incorporation of the Registrant8-K001-399793.1February 9, 2021
3.2Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant.8-K001-399793.1May 23, 2025
3.3Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant.8-K001-399793.1September 17, 2025
3.4Amended and Restated Bylaws of the Registrant8-K001-399793.2February 9, 2021
4.1Form of Common Stock Certificate of the RegistrantS-1/A333-2521754.1February 1, 2021
4.2Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated June 30, 2020S-1/A333-2521754.2February 1, 2021
4.3Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934X
4.4Form of Common Stock Warrant8-K001-399794.1December 27, 2024
4.5Form of Pre-Funded Warrant to Purchase Common Stock8-K001-3997910.1June 26, 2025
10.1†License Agreement, dated as of June 25, 2025, by and between Remegen Co, Ltd. and the Registrant10-Q001-3997910.9August 12, 2025
10.2^Lease Agreement, dated August 5, 2025, by and between the Company and 500 Boylston & 222 Berkeley Owner (DE) LLC10-Q001-3997910.10August 12, 2025
10.3+2015 Stock Incentive Plan and Forms of Option Grant Agreements, ExerciseS-1333-25217510.5January 15, 2021
Notices and Restricted Stock Agreement
10.4+2021 Equity Incentive Plan and Forms of Stock Option Grant Notice, Stock Option Agreement, Restricted Stock Unit Grant Notice and Restricted Stock Unit Award AgreementS-1/A333-25217510.6February 1, 2021
10.5+Amended and Restated 2021 Equity Incentive Plan8-K001-3997910.1August 27, 2025
10.6+2021 Employee Stock Purchase PlanS-1/A333-25217510.7February 1, 2021
10.7+2023 Inducement Plan and Forms of Stock Option Grant Notice, Stock Option Agreement, Notice of Exercise, RSU Award Grant Notice and Award Agreement (RSU Award) thereunderS-8333-27427599.1August 30, 2023
10.8+Form of Indemnification Agreement with Executive Officers and DirectorsS-1333-25217510.8January 15, 2021
10.9+Offer Letter, by and between the Registrant and Robert Ang, dated June 28, 2019S-1333-25217510.9January 15, 2021
10.10+Transition Agreement, dated as of June 25, 2025, by and between the Registrant and Robert Ang8-K001-3997910.6June 26, 2025
10.11+Employment Agreement, dated as of June 25, 2025, by and between the Registrant and Jean-Paul Kress8-K001-3997910.7June 26, 2025
10.12+Employment Agreement, dated as of July 9, 2025, by and between the Registrant and Sandesh Mahatme8-K001-3997910.1July 10, 2025
10.13+Employment Agreement, dated as of July 17, 2025, by and between the Registrant and Qing Zuraw8-K001-3997910.1July 22, 2025
10.14+Amendment to Employment Agreement, dated November 2, 2025, by and between the Registrant and Qing Zuraw10-Q001-3997910.6November 13, 2025
10.15+Non-Employee Director Compensation PolicyX
10.16Sales Agreement, dated December 23, 2022, by and between the Registrant and Stifel, Nicolaus & Company, Incorporated8-K001-399791.1December 23, 2022
10.17†Form of Securities Purchase Agreement, dated June 25, 2025, by and between the Registrant and Yantai8-K001-3997910.2June 26, 2025
Rongpu Investment Partnership (Limited Partnership)
10.18Form of Securities Purchase Agreement, dated June 25, 2025, by and between the Registrant and the investors named therein8-K001-3997910.3June 26, 2025
10.19Form of Securities Purchase Agreement, dated December 15, 2025, by and between the Registrant and the investors named therein8-K001-3997910.1December 18, 2025
10.20Form of Registration Rights Agreement, dated June 25, 2025, by and between the Registrant and the investors named therein8-K001-3997910.4June 26, 2025
10.21Form of Registration Rights Agreement, dated December 15, 2025, by and between the Registrant and the investors named therein8-K001-3997910.2December 18, 2025
10.22Form of Support Agreement, dated June 25, 2025, by and between the Registrant and the investors named therein8-K001-3997910.5June 26, 2025
19.1Insider Trading and Window Period Policy10-K001-3997919.1March 20, 2025
21.1Subsidiaries of the RegistrantS-1333-25217521.1January 15, 2021
23.1Consent of Ernst & Young LLPX
31.1Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
32.1*Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
97.1Incentive Compensation Recoupment Policy10-K001-3997997.1March 20, 2025
101.INSInline XBRL Instance DocumentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)X
  • Indicates management contract or compensatory plan.

† Portions of the exhibit have been omitted as the Registrant has determined that: (i) the omitted information is not material; and (ii) the omitted information is the type that the Registrant treats as private or confidential.

^ Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish a supplemental copy of any omitted schedule or similar attachment to the SEC upon request.

*This certification is being furnished and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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