Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report"). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section titled "Risk Factors" in our 2025 Annual Report and in other reports we have filed or may file with the Securities and Exchange Commission (the "SEC"), our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Vor Bio is a clinical-stage biopharmaceutical company focused on developing a novel therapy in the treatment of autoimmune diseases. In June 2025, we in-licensed telitacicept from RemeGen Co., Ltd. ("RemeGen").

Pursuant to our license agreement with RemeGen, we were granted an exclusive license to develop and commercialize telitacicept outside of the Greater China region, which includes mainland China, Hong Kong, Macau and Taiwan. RemeGen retains development and commercialization rights in Greater China. Telitacicept is approved in China for the treatment of generalized myasthenia gravis ("gMG"), systemic lupus erythematosus ("SLE"), rheumatoid arthritis ("RA"), Sjögren's disease ("SjD") and IgA nephropathy ("IgAN").

Telitacicept is currently being evaluated for the treatment of gMG in a global Phase 3 clinical trial, UPSTREAM MG, for which we have assumed responsibility from RemeGen in connection with the license agreement. The trial recruited patients in North America, Europe, Latin America, and Asia to support potential approval in the United States, Europe, Japan and other countries. In September 2026, we announced completion of enrollment in UPSTREAM MG. Topline data from the trial is anticipated in the first half of 2027.

Telitacicept was evaluated by RemeGen in a Phase 3 clinical trial in patients with gMG in China. In October 2025, the 48-week data from Part B of the Phase 3 trial were presented at the American Association of Neuromuscular & Electrodiagnostic Medicine ("AANEM") Annual Meeting.

In September 2026, we announced plans to initiate a registrational global Phase 3 trial in ocular myasthenia gravis ("oMG"), UPSTREAM oMG. Enrollment in the trial is anticipated to begin in the first half of 2027. Telitacicept is currently being evaluated by RemeGen in a Phase 3 clinical trial in patients with oMG in China.

We are also evaluating telitacicept in a global Phase 3 clinical trial for the treatment of SjD in UPSTREAM SjD. The first patient in this trial was dosed in March 2026, and we expect to recruit a total of approximately 250 adults with SjD in the United States, Europe, South America, and Asia. The trial is a randomized, double-blind, placebo-controlled trial.

Telitacicept was evaluated by RemeGen in a Phase 3 clinical trial in patients with active SjD in China. In October 2025, the 48-week data, including Stage A and B from the Phase 3 trial, were presented at the American College of Rheumatology ("ACR") Annual Meeting.

We have incurred significant operating losses since inception, including net losses of $86.7 million and $812.7 million for the three months ended September 30, 2026 and 2025, respectively, and $369.1 million and $2,418.8 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, we had an accumulated deficit of $1,522.1 million.

As of September 30, 2026, we had cash, cash equivalents and marketable securities of $481.6 million. Based on our current operating plan, we expect that our cash, cash equivalents and marketable securities will enable us to fund our operating expenses and capital expenditure requirements into early 2029.

Critical Accounting Estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of our condensed consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, costs, and expenses, and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and

experience. The effects of material revisions in estimates, if any, will be reflected in the condensed consolidated financial statements prospectively from the date of change in estimates. There have been no changes to our critical accounting estimates from those described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Annual Report.

Financial Operations Overview

Revenue

We have not generated any revenue since our inception and do not expect to generate any revenue from the sale of products in the near future, if at all. If our development efforts for our current or future product candidates are successful and result in marketing approval, or if we enter into collaboration or license agreements with third parties, we may generate revenue in the future from a combination of product sales or payments from such agreements.

Expenses

Research and Development Expenses

Research and development expenses consist primarily of external and internal expenses incurred in connection with our research and development activities, including our drug discovery efforts and the development of our product candidates. External expenses include:

Internal expenses include:

We expense research and development costs as incurred. We recognize external development costs based on an evaluation of the progress to completion of specific tasks using information provided to us by our vendors. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in our condensed consolidated financial statements as prepaid expenses or accrued research and development expenses. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized, even when there is no alternative future use for the research and development. The capitalized amounts are expensed as the related goods are delivered or the services are performed.

A significant portion of our research and development costs have been external costs, which we track by program.

Research and development activities are central to our business model. We expect that our research and development expenses will increase significantly for the foreseeable future as we continue to identify and develop product candidates, particularly as our product candidate continues through the later stages of clinical development.

The successful development of our product candidates in the future is highly uncertain. Therefore, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the development and commercialization of any of our product candidates. We are also unable to predict when, if ever, material net cash inflows will commence from the sale of our product candidates, if approved. This is due to the numerous risks and uncertainties associated with developing product candidates, many of which are outside of our control, including the uncertainty of:

Any changes in the outcome of any of these variables could mean a significant change in the costs and timing associated with the development of our product candidates.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel-related costs, including salaries, bonuses, benefits and stock-based compensation expenses for employees involved in our executive, finance, corporate, business development and administrative functions, as well as expenses for outside professional services, including legal, audit, accounting and tax-related services and other consulting fees, facility-related expenses, which include depreciation costs and other allocated expenses for rent and maintenance of facilities, insurance costs, recruiting costs, travel expenses and other general administrative expenses.

We expect that our general and administrative expenses will increase as our business expands and we hire additional personnel to support our continued development of our clinical programs. We also anticipate continued increased expenses associated with being a public company, including costs for legal, audit, accounting, investor and public relations, regulatory and tax-related services related to compliance with the rules and regulations of the SEC, Nasdaq listing standards and director and officer insurance premiums.

Other Income (Expense), net

Interest Income

Interest income consists of interest income earned on our cash, cash equivalents and marketable securities held in financial institutions.

Other Income

Other income represents the proceeds received from the sale of certain intellectual property related to the Company's previous product candidates trem-cel, VCAR33 and VADC45.

Change in Fair Value of Warrant Liabilities

Change in fair value of warrant liabilities represents the change in the fair value of liability-classified warrants due to changes in their intrinsic value resulting from changes in the quoted price of the Company's common stock underlying the warrants.

Results of Operations

Comparison of three months ended September 30, 2026 and 2025

The following table summarizes our results of operations for the periods indicated (amounts in thousands):

Research and Development Expenses

The following table summarizes our research and development expenses incurred for the periods indicated (amounts in thousands):

Research and development expenses were $34.5 million for the three months ended September 30, 2026, compared to $14.1 million for the three months ended September 30, 2025. The increase of $20.4 million was primarily due to an aggregate $11.8 million increase in spend for our new programs, telitacicept - gMG and telitacicept - SjD, an increase of $5.5 million in salaries and benefits expenses as we grew our research and development headcount, a $2.3 million increase in other research and development costs due to an increase in various research and development activities that were not directly tied to the programs as the Company expanded its research and development function, and also a $0.6 million increase in stock-based compensation due to the increased headcount.

General and Administrative Expenses

General and administrative expenses were $23.9 million for the three months ended September 30, 2026, compared to $14.0 million for the three months ended September 30, 2025. The increase of $9.9 million was primarily due to a $4.0 million increase in personnel-related expenses, a $2.7 million increase in commercial-related expenses, a $1.3 million increase in stock-based compensation expense, a $1.1 million increase in legal, professional, and consulting fees, and a $0.9 million increase in medical affairs related expenses which are classified as general and administrative in nature. The increases were partially offset by a $0.1 million decrease in facilities and other expenses.

Other Expense, Net

Other expense, net decreased by $756.3 million during the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The decrease in other expense was primarily due to the change in fair value of the warrant liabilities resulting from changes in the quoted price of the Company's common stock underlying the warrants, and a decrease in warrants outstanding compared to the prior year period.

Comparison of nine months ended September 30, 2026 and 2025

The following table summarizes our results of operations for the periods indicated (amounts in thousands):

Research and Development Expenses

The following table summarizes our research and development expenses incurred for the periods indicated (amounts in thousands):

Research and development expenses were $78.0 million for the nine months ended September 30, 2026, compared to $302.3 million for the nine months ended September 30, 2025. The decrease of $224.3 million was primarily due to the $222.6 million of expense recognized in connection with the upfront consideration for the Telitacicept License Agreement in the nine months ended September 30, 2025. There were also decreases of $21.9 million in manufacturing, facilities, and other expenses primarily driven by the acceleration of amortization and lease termination fees incurred in the nine months ended September 30, 2025. There was also a decrease of $7.2 million in salaries and benefits expenses primarily due to severance costs incurred in connection with employee terminations in the prior year period. The decrease was also due to decreases in spend for Trem-cel and VCAR33 of $9.2 million and $5.9 million, respectively, compared to the prior year period. These decreases were partially offset by a $42.6 million increase in spend for our new programs, telitacicept - gMG and telitacicept - SjD, and a $0.3 million increase in stock-based compensation.

General and Administrative Expenses

General and administrative expenses were $63.4 million for the nine months ended September 30, 2026 , compared to $33.3 million for the nine months ended September 30, 2025. The increase of $30.1 million was primarily due to a $16.0 million increase in

stock-based compensation expense, a $4.7 million increase in personnel-related expenses, a $4.4 million increase in commercial-related expenses, a $3.7 million increase in medical affairs related expenses which are classified as general and administrative in nature, and a $2.6 million increase in legal, professional, and consulting fees. The increases were partially offset by a $1.4 million decrease in facilities and other expense. The increase in stock-based compensation was primarily driven by grants to new members of our management team hired in the second and third quarters of 2025, as well as an appreciation in our stock price and incremental expense recognized from award modifications which took place at the end of the year ended December 31, 2025.

Other Expense, net

Other income expense decreased by $1,855.5 million during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease in other expense was primarily due to the change in fair value of the warrant liabilities resulting from changes in the quoted price of the Company's common stock underlying the warrants, and a decrease in warrants outstanding compared to the prior year period.

Liquidity and Capital Resources

Sources of Liquidity

Since our inception, we have not recognized any revenue and have incurred operating losses and negative cash flows from our operations. We have not yet commercialized any product and we do not expect to generate revenue from sales of any products for several years, if at all. We have funded our operations primarily through the sale of equity securities and have received aggregate net proceeds from these transactions of approximately $1,142.4 million as of September 30, 2026.

In order to fund our future operations, including our ongoing and planned clinical trials, we filed a universal shelf registration statement, which was declared effective on March 31, 2025, to provide for aggregate offerings of up to $350.0 million of common stock, preferred stock, debt securities, warrants or any combination thereof. As of September 30, 2026, $115.3 million remained available under this shelf registration statement. On September 4, 2026, the Company filed an automatically effective universal shelf registration statement providing for offerings of an indeterminate amount of common stock, preferred stock, debt securities, warrants, units or any combination thereof.

At-the-Market Sales Agreements

In December 2022, we entered into a Sales Agreement with Stifel, Nicolaus & Company, Incorporated ("Stifel") as the agent (the "Stifel ATM Facility"). Pursuant to the Stifel ATM Facility, we offered and sold shares of common stock with an aggregate value of up to $125.0 million. We paid Stifel a commission of up to 3.0% of the gross proceeds of any common stock sold through Stifel. We sold 2,558,569 shares of our common stock for gross proceeds of $48.9 million, before deducting commissions of $0.5 million, at a weighted-average price of $19.11 during the three and nine months ended September 30, 2026. As of September 30, 2026, there was no remaining capacity under the prospectus supplement associated with the Stifel ATM Facility.

On October 30, 2026, we entered into an at-the-market sales agreement with William Blair & Company, L.L.C. and RBC Capital Markets, LLC (collectively, the "Agents"), as sales agents (the "2026 ATM Facility"). Pursuant to the 2026 ATM Facility, we may, from time to time, offer and sell shares of our common stock having an aggregate value of up to $150.0 million. We will pay the Agents a commission of up to 3.0% of the gross proceeds of any common stock sold pursuant to the 2026 ATM Facility. Prior to entering into the 2026 ATM Facility, the Stifel ATM Facility expired in accordance with its terms, as we had sold an aggregate of $125.0 million of shares of our common stock.

March 2026 Private Placement

On March 26, 2026, we entered into a purchase agreement with institutional investors pursuant to which we agreed to issue and sell an aggregate of 5,338,078 shares of common stock, at a price per share of $14.05, for net proceeds of $74.9 million after deducting offering expenses payable by us. The private placement closed on March 30, 2026.

Cash Requirements

As of September 30, 2026, we had cash, cash equivalents and marketable securities of $481.6 million. We will need to raise additional capital in the future to fund our planned future operations.

We expect that our existing cash, cash equivalents and marketable securities will enable us to fund our operating expenses and capital expenditure requirements into early 2029. We have based this estimate on assumptions that may prove to be wrong and we could exhaust our capital resources sooner than we expect.

We expect our expenses to increase substantially if, and as, we:

In addition, we expect to continue to incur additional costs associated with operating as a public company, including significant legal, audit, accounting, investor and public relations, regulatory, tax-related, director and officer insurance premiums, investor relations and other expenses. Developing pharmaceutical products, including conducting clinical trials, is a time-consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval for any product candidates or generate revenue from the sale of any product candidate for which we may obtain marketing approval. In addition, our product candidates, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of products that we do not expect to be commercially available for at least several years, if ever.

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the public or private sale of our equity, government or private party grants, debt financings or other capital sources, including potential collaborations with other companies or other strategic transactions. To the extent that we raise additional capital through the sale of our equity or convertible debt securities, including through the use of the 2026 ATM Facility, the ownership interest of our shareholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain additional funding, we could be forced to delay, reduce or eliminate some or all of our research and development programs, product portfolio expansion or any commercialization efforts, which could adversely affect our business prospects, or we may be unable to continue operations. If we raise funds through strategic collaborations or other similar arrangements with third parties, we may have to relinquish valuable rights to our intellectual property, future revenue streams, research programs or product candidates or may have to grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock. Our ability to raise additional funds may be adversely impacted by worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from worsening geopolitical tensions and adverse macroeconomic conditions or otherwise. Because of the numerous risks and uncertainties associated with product development, we cannot predict the timing or amount of increased expenses, and there is no assurance that we will ever be profitable or generate positive cash flow from operating activities.

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources.

Cash Flows

The following table provides information regarding our cash flows for the periods presented (in thousands):

Operating Activities

Net cash used in operating activities was $96.4 million for the nine months ended September 30, 2026, reflecting a net loss of $369.1 million, offset by changes in operating assets and liabilities of $4.9 million and non-cash charges of $267.8 million. The non-cash charges primarily consisted of the change in fair value of warrant liabilities of $240.5 million and $28.2 million of stock-based compensation expense. The change in operating assets and liabilities was primarily due to the increase of $11.2 million of accrued expenses and accounts payable, primarily due to increased costs incurred for our clinical programs and increased employee related expenses. The change was also partially due to an increase of $6.1 million for prepaid expense and other current assets, primarily driven by the increase of prepayments made for our clinical programs and an increase in accrued interest on marketable securities.

Net cash used in operating activities was $119.9 million for the nine months ended September 30, 2025, reflecting a net loss of $2,418.8 million, offset by changes in operating assets and liabilities of $7.0 million and non-cash charges of $2,291.9 million. The non-cash charges primarily consisted of the change in fair value of warrant liabilities of $2,090.4 million and the issuance of pre-funded warrants in connection with the acquisition of in-process research and development of $177.4 million.

Investing Activities

Net cash used in investing activities was $344.6 million for the nine months ended September 30, 2026, which consisted of the purchases of $472.7 million of marketable securities and $0.2 million of equipment, partially offset by $128.3 million of proceeds from the maturities of marketable securities. Net cash provided by investing activities was $0.2 million for the nine months ended September 30, 2025, which consisted of proceeds of $0.8 million from the sale of property and equipment, partially offset by purchases of $0.6 million of property and equipment.

Financing Activities

Net cash provided by financing activities was $123.4 million for the nine months ended September 30, 2026, which primarily consisted of $75.0 million in gross proceeds from the issuance of common stock in the March 2026 private placement and $48.4 million of net proceeds from issuance of common stock under the Stifel ATM. Cash provided also included $0.4 million of proceeds from stock options exercises and ESPP purchases. These proceeds were partially offset by $0.2 million of payments made in the period for issuance costs relating to the December 2025 and March 2026 private placements, and $0.2 million of cash payments to repurchase shares for tax withholdings upon vesting of restricted stock options.

Net cash provided by financing activities was $196.0 million for the nine months ended September 30, 2025, which consisted of $175.0 million in proceeds from the issuance of pre-funded warrants, $20.3 million of net proceeds from issuance of common stock under the Stifel ATM, and $2.1 million of proceeds from stock option exercises. These proceeds were offset by the payment of $1.2 million of issuance costs related to the December 2024 and June 2025 private placements.

Contractual Obligations and Other Commitments

Contractual obligations relate to future minimum lease payments for an existing non-cancellable lease relating to corporate office space, with terms expiring in August 2031 and October 2029.

Other commitments include license and collaboration agreements we have entered into with certain parties including the Telitacicept License Agreement discussed in Note 10 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Such arrangements require ongoing payments, including payments upon the achievement of certain development, regulatory and commercial milestones, receipt of sublicense income, as well as royalties on commercial sales. Payments under these arrangements will generally be expensed as incurred.

There were no significant changes in contractual obligations and other commitments from that described under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations-Contractual Obligations and Other Commitments" in our 2025 Annual Report.

We also have agreements with certain vendors for various services, including services related to clinical operations and support, which we are not contractually able to terminate for convenience and avoid any and all future obligations to the vendors. Under such agreements, we are contractually obligated to make certain payments to vendors to reimburse them for their unrecoverable outlays

incurred prior to cancellation. The exact amounts of such obligations are dependent on the timing of termination and the exact terms of the relevant agreement and cannot be reasonably estimated. We do not include these payments in this summary as they are not fixed and estimable.

Recent Accounting Pronouncements

There are no new significant recent accounting pronouncements which may materially impact our financial statements.