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Replimune (NASDAQ: REPL) director gifts 50K shares, keeps 1.36M

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Replimune Group, Inc. (REPL) director Philip Astley-Sparke reported a bona fide gift of 50,000 shares of common stock on 2026-08-20, transferred to a donor-advised fund. The transaction carried a reported price of $0.00 per share and was classified as a disposition. Following the gift, Astley-Sparke directly holds 1,362,414 shares of Replimune common stock.

Positive

  • None.

Negative

  • None.
Insider Astley-Sparke Philip
Role Director
Type Security Shares Price Value
Gift Common Stock F1 50,000 $0.00 $0.00
Holdings After Transaction: Common Stock — 1,362,414 shares (Direct)
Footnotes (1)
  1. F1. Represents a bona fide gift of 50,000 shares from the reporting person to a donor-advised fund.
Shares gifted 50,000 shares of Common Stock Bona fide gift on 2026-08-20
Reported price per share $0.00 per share Price for the 50,000-share gift
Shares held after transaction 1,362,414 shares Direct holdings of Philip Astley-Sparke after the gift
Gift share count (summary) 50,000 shares GiftShares in transactionSummary
bona fide gift financial
"Represents a bona fide gift of 50,000 shares from the reporting person"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
donor-advised fund financial
"bona fide gift of 50,000 shares from the reporting person to a donor-advised fund"
A donor-advised fund is a charitable giving account that lets an individual or family deposit cash, stock, or other assets now, get an immediate tax benefit, and then recommend grants to charities over time. Think of it like a private charitable bucket you control without running a charity yourself; investors care because it’s a tax-efficient way to give appreciated securities, can change when and how donated shares enter the market, and affects personal and corporate tax planning.
transaction code G financial
"transaction_code": "G","transaction_code_description": "Bona fide gift""

FAQ

What insider transaction did REPL director Philip Astley-Sparke report?
Philip Astley-Sparke reported a bona fide gift of 50,000 shares of Replimune Group, Inc. common stock on 2026-08-20, transferring the shares to a donor-advised fund at a reported price of $0.00 per share.

How many REPL shares does Philip Astley-Sparke hold after this Form 4 transaction?
After the reported gift, Philip Astley-Sparke directly holds 1,362,414 shares of Replimune Group, Inc. common stock, as disclosed in the Form 4 filing.

Was the REPL insider transaction a purchase or sale?
The reported transaction was neither a purchase nor a sale; it was classified as a bona fide gift (code G), a disposition of 50,000 shares of Replimune common stock to a donor-advised fund.

Did Replimune (REPL) director receive any proceeds from the 50,000-share transfer?
The filing reports a $0.00 per share price for the 50,000-share transfer, indicating it was a bona fide gift to a donor-advised fund rather than a sale generating proceeds.

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

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Astley-Sparke Philip
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/20/2026G(1)50,000D$01,362,414D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents a bona fide gift of 50,000 shares from the reporting person to a donor-advised fund.
/s/ Shawn Glidden, attorney-in-fact08/24/2026
** Signature of Reporting PersonDate
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