Immuneering Corp (IMRX) director receives 7,888-share stock option grant

Rhea-AI Filing Summary

Immuneering Corp$6.58 per share, granted on 01/01/2026 and expiring on 01/01/2036.

Under the program, Keating elected to take this stock option instead of a cash base retainer. The option vests in four equal installments: 25% of the shares vest after three months of continuous service as a non-employee director, with the remaining installments vesting so that the final portion vests on the first anniversary of the grant date, as long as service continues. Following this grant, 7,888 derivative securities are beneficially owned directly.

01/02/2026 - 04:56 PM

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KEATING LAURIE

(Last) (First) (Middle)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

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

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
Stock Option(1)	$6.58	01/01/2026		A		7,888		(2)	01/01/2036	Class A Common Stock	7,888	$0	7,888	D

Explanation of Responses:

1. Pursuant to the Immuneering Corporation Non-Employee Director Compensation Program (the "Compensation Program"), the reporting person elected to receive this stock option in lieu of receiving the cash Base Retainer (as defined in the Compensation Program).

2. The option vests and becomes exercisable as to 25% of the shares subject to the option upon the reporting person completing three months of continuous service as a Non-Employee Director (as defined in the Compensation Program) following the grant date, such that the fourth and final installment will vest and become exercisable on the first anniversary of the grant date, subject in each case to such continuous service.

Remarks:

	/s/ Michael D. Bookman, Attorney-in-Fact for Laurie B. Keating	01/02/2026
	** 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 Immuneering Corp (IMRX) disclose in this Form 4 filing?

Immuneering Corp disclosed that non-employee director Laurie B. Keating received a stock option grant covering 7,888 shares of Class A common stock as part of director compensation.

How many Immuneering Corp (IMRX) shares are covered by the new stock option?

The stock option granted to Laurie B. Keating covers 7,888 shares of Immuneering Corp Class A common stock.

What is the exercise price and term of Laurie B. Keating’s Immuneering (IMRX) stock option?

The option has an exercise price of $6.58 per share, was granted on 01/01/2026, and expires on 01/01/2036.

How does the Immuneering Corp (IMRX) director stock option vest?

The option vests as to 25% of the shares after three months of continuous service as a non-employee director, with the fourth and final installment vesting on the first anniversary of the grant date, subject to continued service.

Why did Laurie B. Keating receive stock options instead of cash from Immuneering (IMRX)?

Under the Immuneering Corporation Non-Employee Director Compensation Program, the reporting person elected to receive this stock option in lieu of the cash Base Retainer.

How many derivative securities does Laurie B. Keating beneficially own after this Immuneering (IMRX) grant?

Following the reported transaction, Laurie B. Keating beneficially owns 7,888 derivative securities (stock options) directly.