[Form 4] Immuneering Corporation Insider Trading Activity

Rhea-AI Filing Summary

Immuneering Corporation (IMRX) filed a Form 4 on 24-Jun-2025 disclosing a small insider purchase. Chief Business Officer Harold E. Brakewood acquired 1,900 shares of Class A common stock on 20-Jun-2025 at an average price of $2.5285 per share, for an estimated total cost of about $4,805. Following the transaction, Brakewood’s direct beneficial ownership rose from 3,900 to 5,800 shares.

The filing reports no derivative activity and contains no other transactions or amendments. Because the share count and dollar value are modest relative to Immuneering’s public float, the transaction is considered routine and unlikely to materially affect the company’s capital structure or near-term valuation. Nevertheless, insider purchases can signal management’s confidence in the company’s prospects, which some investors view positively.

Positive

• Insider purchase by a senior officer may be interpreted by some investors as a vote of confidence in Immuneering’s future prospects.

Negative

• None.

Insights

Financial Analyst

TL;DR: Minor insider buy; positive signal but immaterial size.

An officer buying shares typically suggests confidence, yet the purchase involves fewer than 2,000 shares—roughly a US$5k outlay. Given Immuneering’s market cap, the stake increase is negligible for valuation models and will not meaningfully alter liquidity or float. No derivatives were exercised, and ownership remains well below insider-control thresholds. Overall, the filing is neutral for most investment theses, though momentum traders sometimes react to any insider buying headline.

Corporate Governance Expert

TL;DR: Compliance met; transaction routine, impact low.

The Form 4 is timely and properly authorized via power of attorney, indicating sound Section 16 compliance. The Chief Business Officer now owns 5,800 shares—still an immaterial percentage of outstanding equity—so alignment of interests marginally improves but remains limited. No 10b5-1 plan was referenced, implying the trade was discretionary. From a governance standpoint, the event is routine and poses no red flags or material improvements.

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
Estimated average burden
hours per response:			0.5

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^*

Brakewood Harold Eugene

(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 Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		P		1,900	A	$2.5285	5,800	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:

Remarks:

	/s/ Michael D. Bookman, Attorney-in-Fact for Harold E. Brakewood	06/24/2025
	** 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

How many IMRX shares did Chief Business Officer Harold Brakewood buy?

He purchased 1,900 Class A common shares.

What was the purchase price reported in the Form 4 filing?

The average purchase price was $2.5285 per share.

What is Harold Brakewood’s total IMRX share ownership after the transaction?

His direct beneficial ownership increased to 5,800 shares.

When did the insider transaction occur?

The trade took place on 20-Jun-2025 and was reported on 24-Jun-2025.

Why is a Form 4 filing important to IMRX investors?

Form 4 reveals insider trades, providing insight into management’s sentiment and potential alignment with shareholder interests.