Immuneering (IMRX) Insider Purchase: CEO Adds 10k Shares

Rhea-AI Filing Summary

Form 4 discloses that Benjamin J. Zeskind – President, CEO, Director and 10% owner of Immuneering Corp. (IMRX) – purchased additional Class A common shares on two consecutive days.

• 07/01/2025: 2,985 shares acquired at a weighted-average price of $3.3792.
• 07/02/2025: 7,015 shares acquired at a weighted-average price of $3.5342.

Following these open-market purchases (Transaction Code P), Zeskind now owns 2,305,837 shares directly and 894,927 shares indirectly through the Benjamin J. Zeskind 2020 Family Trust (sole trustee: Lisa Schwartz).

The filing signals incremental insider confidence, although the 10,000-share purchase represents less than 0.5% of Zeskind’s combined direct and indirect holdings. No derivative transactions were reported, and no sales occurred.

Positive

• Open-market insider purchases by CEO/director can boost investor confidence.
• No shares sold; only acquisitions, reinforcing a positive signal of management sentiment.

Negative

• Purchase volume is immaterial relative to existing 3.2 million-share stake, limiting signaling strength.

Insights

Securities Analyst

TL;DR: CEO bought 10k IMRX shares, modest size but positive insider signal.

The chief executive increased his direct stake by roughly 0.4%, paying between $3.35 and $3.64 per share. While absolute value is limited (≈$35k), open-market buys by a multi-hat insider (CEO, President, Director, 10% owner) are traditionally interpreted as a vote of confidence. Absence of sales strengthens that perception. However, the purchase is small relative to his 3.2 million-share aggregate holding, so the market impact may be muted.

Corporate Governance Expert

TL;DR: Incremental alignment; no governance concerns.

This filing shows continued alignment between management and shareholders. The use of personal funds, not option exercises, avoids dilution and demonstrates willingness to risk additional capital. No 10b5-1 plan was indicated, suggesting discretionary timing. Size is not material to ownership structure, so board independence or control metrics remain unchanged.

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^*

Zeskind Benjamin J.

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		P		2,985	A	$3.3792	2,305,837(1)	D
Class A Common Stock	07/02/2025		P		7,015	A	$3.5342	2,312,852(2)	D
Class A Common Stock								894,927	I	See Foonote(3)

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 $3.35 to $3.41. 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.

2. This transaction was executed in multiple trades through a broker-dealer at prices ranging from $3.45 to $3.64. 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.

3. Held by the Benjamin J. Zeskind 2020 Family Trust, where Lisa Schwartz, Dr. Zeskind's spouse, serves as sole trustee.

Remarks:

	/s/ Michael D. Bookman, Attorney-in-Fact for Benjamin J. Zeskind	07/03/2025
	** 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 CEO Benjamin Zeskind buy?

He purchased 10,000 Class A common shares over 07/01–07/02 2025.

At what prices were the IMRX insider shares acquired?

Weighted-average prices were $3.3792 on 07/01/2025 and $3.5342 on 07/02/2025.

What is Benjamin Zeskind’s total IMRX ownership after the transactions?

He directly owns 2,305,837 shares and indirectly owns 894,927 shares via a family trust.

Were any IMRX shares sold by insiders in this filing?

No. The Form 4 reports only acquisitions; there were no sales disclosed.

Does the filing involve derivative securities?

No derivative securities were acquired or disposed of; Table II is blank.