IMRX Form 4: Officer Acquires 14,497 Class A Shares at $1.428

Rhea-AI Filing Summary

Insider purchase under ESPP: Immuneering Corp Chief Accounting Officer Mallory Morales acquired 14,497 shares of Class A Common Stock on September 15, 2025 through the companys 2021 Employee Stock Purchase Plan at a price of $1.428 per share, representing an ESPP purchase for the offering period March 16, 2025September 15, 2025. After the purchase Morales beneficially owns 27,233 shares. The filing was signed by an attorney-in-fact on September 17, 2025 and notes the transaction is exempt under Rule 16b-3(c).

Positive

• Employee purchase via ESPP: 14,497 Class A shares acquired on 09/15/2025 at $1.428 per share.
• Transparent disclosure: Form 4 filed and signed (attorney-in-fact) noting post-transaction beneficial ownership of 27,233 shares and Rule 16b-3(c) exemption.

Negative

• None.

Insights

Securities Analyst

TL;DR: Officer bought shares via ESPP; transaction is routine and disclosed.

The acquisition of 14,497 shares at $1.428 under the ESPP is a standard employee purchase using plan terms (85% of FMV on the enrollment date). The filing documents beneficial ownership rising to 27,233 shares and cites Rule 16b-3(c) exemption, indicating the purchase followed a pre-approved employee plan rather than a discretionary open-market trade. This is a compliance-focused disclosure with limited material impact on valuation.

Corporate Governance Expert

TL;DR: Timely Form 4 filing for an ESPP purchase by a senior officer; governance process appears followed.

The report identifies the reporting person as the Chief Accounting Officer and provides required details: transaction date (09/15/2025), number of shares acquired (14,497), purchase price ($1.428), and post-transaction ownership (27,233 shares). The signature by an attorney-in-fact on 09/17/2025 and the explicit Rule 16b-3(c) reference demonstrate procedural compliance with Section 16 reporting obligations and ESPP rules.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Morales Mallory

(Last) (First) (Middle)

C/O IMMUNEERING CORPORATION

245 MAIN STREET, SECOND FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Immuneering Corp [ IMRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock(1)	09/15/2025(2)		A		14,497	A	$1.428(3)	27,233	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person is voluntarily reporting the acquisition of shares of the issuer's Class A Common Stock pursuant to the Immuneering Corporation 2021 Employee Stock Purchase Plan (the "ESPP"), for the ESPP purchase period of March 16, 2025 through September 15, 2025. This transaction is also exempt pursuant to Rule 16b-3(c) promulgated pursuant to the Securities Exchange Act of 1934.

2. The relevant Offering Period (as defined in the ESPP) ended, and the shares were acquired, on the Purchase Date (as defined in the ESPP) of September 15, 2025.

3. In accordance with the ESPP, the shares were purchased at a price not less than eighty-five percent (85%) of the Fair Market Value (as defined in the ESPP) of a share of Class A Common Stock on the Enrollment Date (as defined in the ESPP) of the relevant Offering Period.

Remarks:

	/s/ Michael D. Bookman, Attorney-in-Fact for Mallory Morales	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Mallory Morales purchase and when?

Mallory Morales purchased 14,497 shares of Class A Common Stock on 09/15/2025 under the ESPP.

At what price were the shares purchased?

The shares were purchased at $1.428 per share, consistent with the ESPP pricing provisions.

How many shares does Morales own after this transaction?

After the ESPP purchase Morales beneficially owns 27,233 shares.

What plan governed the purchase and is the transaction exempt?

The purchase was made under the Immuneering Corporation 2021 Employee Stock Purchase Plan (ESPP) and is exempt under Rule 16b-3(c).

When was the Form 4 signed and filed?

The Form 4 was signed by Michael D. Bookman, attorney-in-fact, on 09/17/2025.