Replimune adds three executive stock trading plans

Each arrangement permits transactions through the earlier of completion of all sales or its listed expiration date.

Available on EDGAR 11/06/2026 - 04:06 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:05 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Replimune Group, Inc. amended its September 30, 2026 quarterly report to add three Rule 10b5-1 trading arrangements adopted by Executive Chair Philip Astley-Sparke, Chief Executive Officer and Director Sushil Patel, and Chief Medical Officer Konstantinos Xynos. The arrangements specify 488,119, 99,665, and 160,372 shares, respectively, to be purchased or sold. The first trade under each arrangement will occur after adoption; the amendment does not change the company’s financial statements.

Key Figures

Shares to be purchased or sold under Philip Astley-Sparke's arrangement: 488,119 shares Shares to be purchased or sold under Sushil Patel's arrangement: 99,665 shares Shares to be purchased or sold under Konstantinos Xynos's arrangement: 160,372 shares

3 metrics

Shares to be purchased or sold under Philip Astley-Sparke's arrangement 488,119 shares Executive Chair; adopted August 21, 2026

Shares to be purchased or sold under Sushil Patel's arrangement 99,665 shares Chief Executive Officer and Director; adopted August 21, 2026

Shares to be purchased or sold under Konstantinos Xynos's arrangement 160,372 shares Chief Medical Officer; adopted August 20, 2026

Key Terms

Rule 10b5-1 trading arrangement, affirmative defense, active trading period

3 terms

Rule 10b5-1 trading arrangement regulatory

"adopted a “Rule 10b5-1 trading arrangement”"

affirmative defense regulatory

"intended to satisfy the affirmative defense of Rule 10b5-1(c)"

active trading period regulatory

"entered into during an active trading period"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares do the new REPL trading arrangements cover?

The arrangements specify 488,119 shares for Executive Chair Philip Astley-Sparke, 99,665 shares for Chief Executive Officer and Director Sushil Patel, and 160,372 shares for Chief Medical Officer Konstantinos Xynos, to be purchased or sold.

When do the REPL trading arrangements expire?

The arrangement adopted by Philip Astley-Sparke expires March 15, 2028; Sushil Patel’s expires August 20, 2027; and Konstantinos Xynos’s expires August 30, 2027. Each permits transactions through the earlier of completion of all sales or its listed expiration date, and provides for automatic expiration upon the adopting person’s bankruptcy, insolvency, death, or mental incapacity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to

Commission file number 001-38596

REPLIMUNE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		82-2082553
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

500 Unicorn Park Drive

Suite 303

Woburn MA 01801

(Address of principal executive offices) 

(Zip Code)

(781) 222-9600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		REPL		The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   x  No   ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes   x  No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company x
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨    No   x

The number of shares of the registrant’s Common Stock, par value $0.001 per share, outstanding as of October 23, 2026 was 94,800,404.

EXPLANATORY NOTE

Replimune Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2026, which was originally filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2026 (the “Original Filing”). This Amendment is being filed to revise Part II “Item 5. Other Information” to add certain Rule 10b5-1 trading arrangements entered into by Philip Astley-Sparke, Executive Chair of the Company, Sushil Patel, Chief Executive Officer of the Company, and Konstantinos Xynos, Chief Medical Officer of the Company, during the quarter ended September 30, 2026, which were inadvertently omitted from the disclosure included in the Original Filing.

In addition, as required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Item 6 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

PART II — OTHER INFORMATION

Item 5. Other Information

Rule 10b5-1 Plan Trading Arrangements

During the three months ended September 30, 2026, the following directors and/or officers adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) and/or have a Rule 10b5-1 trading arrangement that was entered into during an active trading period that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies on insider trading:

Name & Title		Date Adopted(1)		Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement				Expiration Date(3)
Philip Astley-Sparke, Executive Chair		08/21/2026(2)			488,119			03/15/2028
Sushil Patel, Chief Executive Officer and Director		08/21/2026(2)			99,665			08/20/2027
Konstantinos Xynos, Chief Medical Officer		08/20/2026(2)			160,372			08/30/2027

⁽¹⁾ Date of adoption of Rule 10b5-1 trading arrangements is in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations.  

⁽²⁾ The first trade pursuant to the Rule 10b5-1 trading arrangement will be, in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations, on a date after the date of adoption of the Rule 10b5-1 trading arrangement.  

⁽³⁾ The Rule 10b5-1 trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table. The arrangement also provides for automatic expiration in the event of bankruptcy, insolvency, death or mental incapacity of the adopting person.

Other than those disclosed above, none of our directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” in each case as defined in Item 408 of Regulation S-K, during the three months ended September 30, 2026.

Item 6. Exhibits.

Exhibit				Incorporated by Reference
Number		Exhibit Description		Form		Date		Number
3.1		Third Amended and Restated Certificate of Incorporation of Replimune Group, Inc. (conformed to include the Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation filed on September 15, 2026).		10-Q		October 28, 2026		3.1
3.2		Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Replimune Group, Inc., as filed with the Secretary of State of the State of Delaware on September 15, 2026.		8-K		September 16, 2026		3.1
4.1		Form of Pre-Funded Warrant (August 2026).		8-K/A		August 11, 2026		4.1
10.1		Fourth Amendment to Loan and Security Agreement, dated as of September 29, 2026, by and among Replimune Group Inc., Replimune, Inc., Replimune Limited and Hercules Capital, Inc.		10-Q		October 28, 2026		10.1
31.1*		Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
31.2*		Certification of the Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
101.INS*		XBRL Instance Document.
101.SCH*		XBRL Taxonomy Extension Schema Document.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed or furnished herewith. The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	REPLIMUNE GROUP, INC.
Dated: November 6, 2026	By:	/s/ Sushil Patel
		Name: Sushil Patel
		Title: Chief Executive Officer and Director
		(Principal Executive Officer)
Dated: November 6, 2026	By:	/s/ Emily Hill
		Name: Emily Hill
		Title: Chief Financial Officer
		(Principal Financial Officer)
Dated: November 6, 2026	By:	/s/ Andrew Schwendenman
		Name: Andrew Schwendenman
		Title: Chief Accounting Officer
		(Principal Accounting Officer)