Replimune Group (REPL) CFO sells shares to cover tax withholding after RSU vesting

Rhea-AI Filing Summary

Replimune Group, Inc. Chief Financial Officer Emily Luisa Hill reported a sale of 11,448 shares of common stock on 2026-08-10 at $12.97 per share. According to the disclosure, the shares were sold to cover tax withholding obligations upon vesting of performance-based RSUs and were executed under an irrevocable “sell to cover” provision, leaving her with 225,108 shares held directly.

Insider Trade Summary

Net Seller: 11,448 shares

Net Sell 1 txn

Insider Hill Emily Luisa

Role Chief Financial Officer

Sold 11,448 shs ($148K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	11,448	$12.97	$148K

Holdings After Transaction: Common Stock — 225,108 shares (Direct)

Footnotes (1)

1. F1. Represents shares of the Issuer's common stock (the "Shares") sold to cover tax withholding obligations in connection with the vesting of the Reporting Person's performance-based restricted stock units (the "PSUs"). The transaction reported herein was made in accordance with the irrevocable "sell to cover" provision set forth in the award agreements under which the PSUs were granted and does not represent a discretionary sale by the Reporting Person.

Key Figures

Shares sold: 11,448 shares Sale price per share: $12.97 per share Shares held after transaction: 225,108 shares

3 metrics

Shares sold 11,448 shares Common stock sale on 2026-08-10 to cover tax withholding

Sale price per share $12.97 per share Price for the 11,448 Replimune common shares sold

Shares held after transaction 225,108 shares Direct holdings of CFO Emily Luisa Hill following the sale

Key Terms

sell to cover, performance-based restricted stock units, tax withholding obligations

3 terms

sell to cover financial

"The transaction was made in accordance with the irrevocable "sell to cover" provision"

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.

performance-based restricted stock units financial

"in connection with the vesting of the Reporting Person's performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

tax withholding obligations financial

"sold to cover tax withholding obligations in connection with the vesting"

FAQ

What insider transaction did Replimune Group (REPL) report for its CFO?

Replimune’s CFO, Emily Luisa Hill, reported selling 11,448 shares of common stock on 2026-08-10 at $12.97 per share. The sale covered tax withholding obligations from vesting performance-based RSUs under an irrevocable “sell to cover” provision.

Was the REPL CFO’s August 2026 share sale a discretionary trade?

The reported sale was not discretionary. The filing states the 11,448 shares were sold automatically to cover tax withholding obligations tied to vesting performance-based RSUs under an irrevocable “sell to cover” provision in the award agreements.

How many Replimune (REPL) shares does the CFO hold after this Form 4 transaction?

After selling 11,448 shares to cover tax withholding, CFO Emily Luisa Hill directly holds 225,108 shares of Replimune common stock. This post-transaction holding reflects the position reported in the Form 4 following the August 10, 2026 transaction.

What price was received in the Replimune (REPL) CFO’s reported share sale?

The reported transaction shows a sale price of $12.97 per share for 11,448 shares of Replimune common stock. This price reflects the per-share value disclosed for the August 10, 2026 trade used to satisfy tax withholding requirements.

Why did the Replimune (REPL) CFO sell shares according to the Form 4?

The filing explains that 11,448 shares were sold to cover tax withholding obligations related to vesting performance-based RSUs. The sale followed an irrevocable “sell to cover” provision in the award agreements and is described as not a discretionary sale by the CFO.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/12/2026 - 05:07 PM Accepted by SEC EDGAR 08/12/2026 - 05:06 PM Learn about SEC filing dates

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^*

Hill Emily Luisa

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/10/2026		S		11,448(1)	D	$12.97	225,108	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:

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

	/s/ Shawn Glidden, attorney-in-fact	08/12/2026
	** 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)