Immuneering (IMRX) Chief People Officer acquires 11,815 shares under ESPP

Rhea-AI Filing Summary

Leah R. Neufeld, the company's Chief People Officer, reported the voluntary acquisition of 11,815 shares of Immuneering Corporation Class A Common Stock on September 15, 2025 under the company’s 2021 Employee Stock Purchase Plan (ESPP). The shares were purchased at a price of $1.428 per share, which reflects the ESPP pricing feature of at least 85% of the fair market value on the enrollment date for the relevant offering period.

Following the purchase, Ms. Neufeld beneficially owned 22,544 shares. The filing notes the transaction is exempt under Rule 16b-3(c). The Form 4 was executed by an attorney-in-fact and dated September 17, 2025.

Positive

• Acquisition under ESPP increased insider alignment by adding 11,815 shares purchased at a set employee-plan discount.
• Proper disclosure and exemption noted under Rule 16b-3(c), and the Form 4 includes required signature and dates.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine ESPP purchase by an executive increased insider ownership by 11,815 shares at $1.428, a non-material, employee-plan transaction.

This Form 4 documents a standard employee stock purchase under the company’s ESPP, reflecting compensation-related share acquisition rather than open-market trading. The purchase price at 85% of enrollment fair market value is consistent with plan terms and the filing’s exemption under Rule 16b-3(c) indicates standard administrative compliance. The increase to 22,544 shares gives the reporting person a larger equity stake, but the transaction size appears routine relative to typical insider holdings and supply, so it is unlikely to be material to valuation.

Corporate Governance Expert

TL;DR: Disclosure follows expected governance practice for ESPP acquisitions; filing is timely and properly marked exempt under Rule 16b-3(c).

The Form 4 provides clear identification of the reporting person’s role as Chief People Officer and documents the ESPP purchase mechanics, including purchase date and price basis. Execution by an attorney-in-fact is noted and dated, meeting signature requirements. There are no indications of unusual timing, related-party transfers, or departures from plan terms, so this appears to be standard governance compliance with no red flags in the disclosure itself.

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^*

Neufeld Leah R

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF PEOPLE 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		11,815	A	$1.428(3)	22,544	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 Leah R. Neufeld	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 Leah R. Neufeld purchase according to the IMRX Form 4?

The filing shows purchase of 11,815 Class A Common Stock shares of Immuneering Corp on September 15, 2025 under the ESPP.

At what price were the IMRX shares purchased in this filing?

Shares were purchased at a price of $1.428 per share, consistent with the ESPP pricing provision.

How many IMRX shares does the reporting person own after the transaction?

Following the reported purchase, the reporting person beneficially owned 22,544 shares.

Why is this transaction exempt under Rule 16b-3(c)?

The Form states the acquisition was pursuant to the company’s ESPP and is therefore exempt under Rule 16b-3(c), which covers certain compensatory transactions.

When was the Form 4 signed or executed?

The filing shows execution by an attorney-in-fact and is dated September 17, 2025.