Replimune (REPL) CFO’s tax sell-to-cover still leaves 215,852 shares

Rhea-AI Filing Summary

Replimune Group, Inc. (REPL) reported that its Chief Financial Officer, Emily Luisa Hill, sold 9,256 shares of common stock on 2026-08-17 at a weighted average price of $14.28 per share. The shares were sold to cover tax withholding obligations arising from the partial vesting of her Restricted Stock Units under an irrevocable "sell to cover" provision and are described as not a discretionary sale. Following this transaction, Hill directly holds 215,852 shares of Replimune common stock.

Insider Trade Summary

Net Seller: 9,256 shares

Net Sell 1 txn

Insider Hill Emily Luisa

Role Chief Financial Officer

Sold 9,256 shs ($132K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	9,256	$14.28	$132K

Holdings After Transaction: Common Stock — 215,852 shares (Direct)

Footnotes (2)

1. F1. 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. F2. The price reported reflects a weighted average price of the Shares. The Shares were sold in multiple transactions at prices ranging from $14.20 to $14.28 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: 9,256 shares Weighted average sale price: $14.28 per share Sale price range: $14.20 to $14.28 per share +1 more

4 metrics

Shares sold 9,256 shares Common stock sold on 2026-08-17 to cover tax withholding

Weighted average sale price $14.28 per share Weighted average price for shares sold on 2026-08-17

Sale price range $14.20 to $14.28 per share Multiple transactions within this range for the reported sale

Shares owned after transaction 215,852 shares Directly held by CFO Emily Luisa Hill after the sale

Key Terms

sell to cover, Restricted Stock Units, weighted average price

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.

Restricted Stock Units financial

"in connection with the partial vesting of the Reporting Person's Restricted Stock Units"

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.

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.

FAQ

What insider transaction did REPL report for CFO Emily Luisa Hill?

Replimune Group, Inc. (REPL) reported that CFO Emily Luisa Hill sold 9,256 shares of common stock on 2026-08-17. The sale covered tax withholding obligations from the partial vesting of her Restricted Stock Units under an automatic "sell to cover" provision.

How many REPL shares did the CFO sell and at what price range?

CFO Emily Luisa Hill sold 9,256 REPL shares at prices ranging from $14.20 to $14.28 per share. The reported transaction price is a weighted average of $14.28 per share, with full price breakout available upon request.

Why did the Replimune (REPL) CFO sell 9,256 shares?

The 9,256-share sale by Replimune’s CFO was made to cover tax withholding obligations tied to partial vesting of her RSUs. It was executed under an irrevocable "sell to cover" feature in the award agreements, and is described as not a discretionary sale.

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

After the reported transaction, CFO Emily Luisa Hill directly holds 215,852 shares of Replimune common stock. This figure reflects her post-sale ownership as reported in the Form 4, following the tax-related sell-to-cover transaction.

Was the REPL CFO’s August 2026 share sale under a Rule 10b5-1 trading plan?

The filing indicates the transaction was not made pursuant to a Rule 10b5-1 trading plan. Instead, it was executed under an irrevocable "sell to cover" provision in her RSU award agreements to satisfy related tax withholding obligations.

Does the REPL CFO’s sale represent a discretionary reduction of her holdings?

No. The sale of 9,256 shares is described as not a discretionary sale. It arises automatically from the "sell to cover" mechanism in her RSU award agreements, specifically to satisfy tax withholding obligations on partially vesting Restricted Stock Units.

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 08/19/2026 - 06:42 PM Accepted by SEC EDGAR 08/19/2026 - 06:42 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)
08/17/2026

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	08/17/2026		S		9,256(1)	D	$14.28(2)	215,852	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 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 $14.20 to $14.28 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	08/19/2026
	** 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)