Was the Replimune (REPL) CEO’s share sale a discretionary trade?

The filing states the sale was not discretionary. It describes the transactions as made under an irrevocable “sell to cover” provision in the RSU award agreements, used specifically to satisfy tax withholding obligations arising from the partial vesting of the CEO’s Restricted Stock Units.

[Form 4] Replimune Group, Inc. Insider Trading Activity

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Replimune Group, Inc. director and Chief Executive Officer Sushil Patel reported selling 37,324 shares of common stock at a weighted average price of $5.08 per share. According to the disclosure, the shares were sold solely to cover tax withholding obligations from the partial vesting of his Restricted Stock Units.

The sales occurred in multiple transactions at prices ranging from $5.01 to $5.08 per share under an irrevocable “sell to cover” provision in the RSU award agreements, described as non-discretionary. Following these transactions, Patel directly holds 747,492 shares of Replimune common stock.

Insider Trade Summary

Net Seller: 37,324 shares ($189,606)

Net Sell 1 txn

Insider Patel Sushil

Role Chief Executive Officer

Sold 37,324 shs ($190K)

Type	Security	Shares	Price	Value
Sale	Common Stock	37,324	$5.08	$190K

Holdings After Transaction: Common Stock — 747,492 shares (Direct, null)

Footnotes (1)

Represents shares of the Issuer's common stock (the "Shares") sold to cover tax withholding obligations in connection with the partial vesting of the Reporting Person's Restricted Stock Units ("RSU"). The transaction reported herein was made in accordance with the irrevocable "sell to cover" provision set forth in the award agreements under which the RSUs were granted and does not represent a discretionary sale by the Reporting Person. The price reported reflects a weighted average price of the Shares. The Shares were sold in multiple transactions at prices ranging from $5.01 to $5.08 per Share. The Reporting Person will provide to the Issuer, any security holder of the Issuer or the Securities Exchange Commission staff, upon request, information regarding the number of Shares sold at each price within the range.

Key Figures

Shares sold: 37,324 shares Weighted average sale price: $5.08 per share Post-transaction holdings: 747,492 shares +1 more

4 metrics

Shares sold 37,324 shares Common stock sold on 2026-05-18

Weighted average sale price $5.08 per share Average price across multiple transactions

Post-transaction holdings 747,492 shares Direct ownership after the sale

Sale price range $5.01–$5.08 per share Range of prices for individual sale trades

Key Terms

Restricted Stock Units, sell to cover, weighted average price, open-market sale

4 terms

Restricted Stock Units financial

"partial vesting of the Reporting Person's Restricted Stock Units ("RSU")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell to cover financial

"irrevocable "sell to cover" provision set forth in the award agreements"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

weighted average price financial

"The price reported reflects a weighted average price of the Shares."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

05/20/2026 - 04:15 PM

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^*

Patel Sushil

(Last)

(First)

(Middle)

C/O REPLIMUNE GROUP, INC.

500 UNICORN PARK DRIVE, SUITE 303

(Street)

WOBURN

MASSACHUSETTS

01801

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Replimune Group, Inc. [ REPL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/18/2026		S		37,324⁽¹⁾	D	$5.08⁽²⁾	747,492	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of the Issuer's common stock (the "Shares") sold to cover tax withholding obligations in connection with the partial vesting of the Reporting Person's Restricted Stock Units ("RSU"). The transaction reported herein was made in accordance with the irrevocable "sell to cover" provision set forth in the award agreements under which the RSUs were granted and does not represent a discretionary sale by the Reporting Person.

2. The price reported reflects a weighted average price of the Shares. The Shares were sold in multiple transactions at prices ranging from $5.01 to $5.08 per Share. The Reporting Person will provide to the Issuer, any security holder of the Issuer or the Securities Exchange Commission staff, upon request, information regarding the number of Shares sold at each price within the range.

	/s/ Shawn Glidden, attorney-in-fact	05/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Replimune (REPL) CEO Sushil Patel report in this Form 4?

Sushil Patel reported selling 37,324 shares of Replimune common stock. The filing explains the sale was executed to cover tax withholding obligations tied to partial vesting of his Restricted Stock Units, under an irrevocable “sell to cover” provision in the RSU award agreements.

How many Replimune (REPL) shares did the CEO sell and at what price?

The CEO sold 37,324 shares of Replimune common stock. The reported weighted average sale price was $5.08 per share, with individual transactions executed in a price range from $5.01 to $5.08 per share during the same trading date.

How many Replimune (REPL) shares does the CEO hold after this transaction?

After completing the tax-related sales, the CEO directly holds 747,492 shares of Replimune common stock. This post-transaction holding figure comes from the Form 4 disclosure and reflects his remaining direct ownership following the 37,324 shares sold to cover tax obligations.

Why were Replimune (REPL) shares sold across a price range instead of one price?

The filing notes that the reported price is a weighted average. Shares were sold in multiple transactions at prices between $5.01 and $5.08 per share, producing the disclosed average; the CEO offers to provide detailed price breakdowns upon request.