[Form 4] Immuneering Corporation Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing overview for Immuneering Corp (IMRX): Director Peter Feinberg reported an open-market purchase of 25,000 Class A common shares on 06/18/2025 at a weighted-average price of $2.5275. The transaction was executed through multiple trades between $2.07 and $2.96.

Post-transaction ownership: Feinberg now holds 136,766 shares directly. In addition, he retains indirect ownership as general partner of three entities: 392,242 shares via PF Associates L.P., 476,615 shares via PEF LLC, and 115,441 shares via S4K Investments LLC, bringing his total reported beneficial ownership to approximately 1.12 million IMRX shares.

Key takeaways for investors:

• The filing reflects a net increase in insider holdings; no dispositions were reported.
• The purchase price is near recent trading lows, signalling potential confidence by a board member in the company’s valuation.
• No 10b5-1 plan was checked, indicating the transaction was not pre-scheduled under Rule 10b5-1.

Positive

• Insider open-market purchase: Director bought 25,000 shares, indicating confidence.
• Total beneficial ownership tops 1.12 M shares: High equity stake aligns director with shareholders.
• No dispositions or 10b5-1 plan: Purchase was voluntary and not offset by sales.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director adds 25k shares, boosting stake to 1.12 M—bullish insider signal.

The Form 4 shows an open-market purchase rather than option exercise, underscoring real cash commitment. The buy occurs around the $2.50 level, close to 52-week lows, which may suggest the director views shares as undervalued. Aggregate holdings exceed 6% of the 18.3 M share float (based solely on quantities reported), aligning the director’s incentives with shareholders. While one transaction cannot forecast performance, recurring purchases by insiders often precede positive price action. No negative information—such as sales, option expirations, or compliance flags—appears in the filing. Overall impact: modestly positive.

Corporate Governance Expert

TL;DR: Fresh insider buy enhances alignment; no governance red flags detected.

The filing complies with Section 16 reporting timelines, with signature dated 06/23/2025—five days after trade—within the two-business-day rule when accounting for Juneteenth holiday. Absence of a Rule 10b5-1 plan box tick suggests discretionary purchase, reinforcing perceived conviction. From a governance standpoint, increased personal exposure to equity can improve oversight quality. Indirect holdings through LPs and LLCs are fully disclosed, providing transparency on complex ownership structures. No amendments or corrections signal accurate initial reporting. Net assessment: positive governance indicator, but isolated event—not materially transformative.

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^*

Feinberg Peter

(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)
06/18/2025

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	06/18/2025		P		25,000	A	$2.5275(1)	136,766	D
Class A Common Stock								392,242	I	General Partner of PF Associates L.P.
Class A Common Stock								476,615	I	General Partner of PEF LLC.
Class A Common Stock								115,441	I	General Partner of S4K Investments LLC.

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. This transaction was executed in multiple trades through a broker-dealer at prices ranging from $2.07 to $2.96. The price reported in this column reflects the weighted average purchase price. Upon request, the reporting person will provide to the SEC staff full information regarding the number of shares acquired at each price.

Remarks:

	/s/ Michael D. Bookman, Attorney-in-Fact for Peter Feinberg	06/23/2025
	** 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 Director Peter Feinberg purchase on 06/18/2025?

He bought 25,000 Class A common shares at a weighted-average price of $2.5275.

What is Peter Feinberg’s total beneficial ownership in Immuneering Corp after this transaction?

The Form 4 reports approximately 1.12 million shares held directly and indirectly.

Was the purchase made under a Rule 10b5-1 trading plan?

No. The filing does not indicate a 10b5-1 plan; the corresponding checkbox is left blank.

Did the Form 4 include any share sales or option exercises?

No. The filing discloses only an acquisition; there were no dispositions or derivative transactions.

At what price range were the IMRX shares acquired?

Trades occurred between $2.07 and $2.96; the reported weighted-average price is $2.5275.

When was the Form 4 signed and filed?

It was signed by Attorney-in-Fact Michael D. Bookman on 06/23/2025 and filed within the required period.