Replimune holders buy 2.74M prefunded warrants

Replimune Group, Inc. reported that investment funds advised by Baker Bros.

Rhea-AI Filing Summary

Replimune Group, Inc. reported that investment funds advised by Baker Bros. Advisors LP purchased a total of 2,736,340 "2026 $0.0001 Prefunded Warrants" in an underwritten public offering that closed on August 11, 2026, at $12.0599 per warrant. Each warrant is exercisable immediately on a 1-for-1 basis into Common Stock at an exercise price of $0.0001 per share, subject to a 4.99% beneficial ownership cap, which the funds may adjust up to 19.99% effective 61 days after written notice. The Baker entities and individuals disclaim beneficial ownership beyond their pecuniary interest.

Insider Trade Summary

Net Buyer: 2,736,340 shares

Net Buy 2 txns

Insider BAKER BROS. ADVISORS LP, Baker Bros. Advisors (GP) LLC, 667, L.P., Baker Brothers Life Sciences LP, BAKER FELIX, BAKER JULIAN

Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner

Bought 2,736,340 shs ($33.00M)

Type	Security	Shares	Price	Value
Purchase	2026 $0.0001 Prefunded Warrants F1, F2, F3, F4, F5, F6	126,394	$12.0599	$1.52M
Purchase	2026 $0.0001 Prefunded Warrants F1, F2, F3, F5, F6, F7	2,609,946	$12.0599	$31.48M

Holdings After Transaction: 2026 $0.0001 Prefunded Warrants — 2,736,340 contracts (Indirect, See Footnotes)

Footnotes (7)

1. F1. 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") purchased 126,394 and 2,609,946 warrants to purchase common stock ("Common Stock") of Replimune Group, Inc. (the "Issuer") ("2026 $0.0001 Prefunded Warrants"), respectively, for $12.0599 per warrant pursuant to an underwritten public offering that closed on August 11, 2026.
2. F2. The 2026 $0.0001 Prefunded Warrants have no expiration date and are exercisable at an exercise price of $0.0001 per share immediately at any time at the option of the holder on a 1-for-1 basis into Common Stock to the extent that after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "Maximum Percentage") immediately prior to and following such exercise.
3. F3. By written notice to the Issuer, the Funds may from time to time increase or decrease the Maximum Percentage applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Issuer.
4. F4. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
5. F5. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.
6. F6. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
7. F7. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

Key Figures

Total prefunded warrants purchased: 2,736,340 warrants Purchase price per warrant: $12.0599 per warrant Warrant exercise price: $0.0001 per share +3 more

6 metrics

Total prefunded warrants purchased 2,736,340 warrants Aggregate of 126,394 and 2,609,946 2026 $0.0001 Prefunded Warrants bought on August 11, 2026

Purchase price per warrant $12.0599 per warrant Price paid by 667, L.P. and Baker Brothers Life Sciences LP in the underwritten public offering

Warrant exercise price $0.0001 per share Exercise price for 2026 $0.0001 Prefunded Warrants into Common Stock on a 1-for-1 basis

Initial ownership cap 4.99% Maximum Percentage of outstanding Common Stock the holders may beneficially own after exercise

Adjustable ownership cap 19.99% Maximum Percentage to which the funds may adjust the cap, effective 61 days after notice

Notice effectiveness delay 61 days Delay after written notice before any increase or decrease to the Maximum Percentage takes effect

Key Terms

2026 $0.0001 Prefunded Warrants, Maximum Percentage, Section 13(d) group, pecuniary interest, +1 more

5 terms

2026 $0.0001 Prefunded Warrants financial

"667, L.P. and Life Sciences purchased 2026 $0.0001 Prefunded Warrants"

Maximum Percentage regulatory

"would beneficially own no more than 4.99% of the outstanding shares of Common Stock (the "Maximum Percentage")"

Section 13(d) group regulatory

"together with their affiliates and any members of a Section 13(d) group with such holders"

pecuniary interest financial

"may be deemed to have an indirect pecuniary interest in the securities reported"

beneficial ownership regulatory

"disclaim beneficial ownership of the securities held directly by the Funds"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

What insider transaction did Replimune Group (REPL) disclose in this Form 4?

Replimune disclosed that funds advised by Baker Bros. Advisors LP bought 2,736,340 2026 $0.0001 Prefunded Warrants at $12.0599 each. The warrants came via an underwritten public offering closing on August 11, 2026 and are exercisable into Common Stock.

How many prefunded warrants tied to REPL common stock were purchased and at what price?

The Baker-advised funds purchased 2,736,340 2026 $0.0001 Prefunded Warrants at $12.0599 per warrant. Each warrant is exercisable on a 1-for-1 basis into Replimune Common Stock, providing immediate equity exposure once exercised, subject to ownership limits.

What are the key terms of Replimune (REPL) 2026 $0.0001 Prefunded Warrants?

The 2026 Prefunded Warrants have no expiration date, are exercisable at $0.0001 per share into Common Stock on a 1-for-1 basis, and include a 4.99% Maximum Percentage beneficial ownership cap, adjustable up to 19.99% with a 61-day delay after notice.

Who is deemed to have an interest in the REPL prefunded warrants acquired?

The warrants are held by 667, L.P. and Baker Brothers Life Sciences LP, with Julian C. Baker and Felix J. Baker potentially having an indirect pecuniary interest through related entities. They and the adviser entities disclaim beneficial ownership beyond that pecuniary interest.

Were the Baker-related REPL warrant purchases made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not checked, and there is no footnote stating these transactions were executed under a Rule 10b5-1 or similar pre-arranged trading plan, indicating they are not identified as plan-based trades.

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

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Accepted by SEC EDGAR 08/11/2026 - 05:46 PM EDT 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^*

BAKER BROS. ADVISORS LP

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NEW YORK 10014

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026

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

	Form filed by One Reporting Person
X	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

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
2026 $0.0001 Prefunded Warrants	$0.0001	08/11/2026		P		126,394(1)		(2)	(2)	Common Stock(1)	126,394	$12.0599	126,394	I	See Footnotes(2)(3)(4)(5)(6)
2026 $0.0001 Prefunded Warrants	$0.0001	08/11/2026		P		2,609,946(1)		(2)	(2)	Common Stock(1)	2,609,946	$12.0599	2,609,946	I	See Footnotes(2)(3)(5)(6)(7)

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Baker Bros. Advisors (GP) LLC

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

667, L.P.

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Baker Brothers Life Sciences LP

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") purchased 126,394 and 2,609,946 warrants to purchase common stock ("Common Stock") of Replimune Group, Inc. (the "Issuer") ("2026 $0.0001 Prefunded Warrants"), respectively, for $12.0599 per warrant pursuant to an underwritten public offering that closed on August 11, 2026.

2. The 2026 $0.0001 Prefunded Warrants have no expiration date and are exercisable at an exercise price of $0.0001 per share immediately at any time at the option of the holder on a 1-for-1 basis into Common Stock to the extent that after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "Maximum Percentage") immediately prior to and following such exercise.

3. By written notice to the Issuer, the Funds may from time to time increase or decrease the Maximum Percentage applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Issuer.

4. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

5. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

6. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

7. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

Remarks:

Michael Goller, a full-time employee of Baker Bros. Advisors LP, is a director of Replimune Group, Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.

	By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	08/11/2026
	By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	08/11/2026
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	08/11/2026
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title:President /s/	08/11/2026
	/s/ Felix J. Baker	08/11/2026
	/s/ Julian C. Baker	08/11/2026
	** 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)