Tax-cover sale: Replimune (NASDAQ: REPL) CCO offloads 8,626 shares

Rhea-AI Filing Summary

Replimune Group, Inc.’s Chief Commercial Officer Christopher Sarchi reported an open-market sale of 8,626 shares of common stock at a weighted average price of $5.08 per share. According to the disclosure, these shares were sold solely to cover tax withholding obligations tied to a partial vesting of his restricted stock units under an irrevocable “sell to cover” provision, meaning the transaction was not a discretionary sale. After this tax-related sale, Sarchi directly holds 192,962 shares of Replimune common stock.

Insider Trade Summary

Net Seller: 8,626 shares ($43,820)

Net Sell 1 txn

Insider Sarchi Christopher

Role Chief Commercial Officer

Sold 8,626 shs ($44K)

Type	Security	Shares	Price	Value
Sale	Common Stock	8,626	$5.08	$44K

Holdings After Transaction: Common Stock — 192,962 shares (Direct, null)

Footnotes (1)

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 $5.02 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: 8,626 shares Weighted average sale price: $5.08 per share Sale price range: $5.02–$5.08 per share +1 more

4 metrics

Shares sold 8,626 shares Open-market transaction on 2026-05-18 to cover tax withholding

Weighted average sale price $5.08 per share Average price across multiple trades in the reported sale

Sale price range $5.02–$5.08 per share Range of prices for shares sold in multiple transactions

Shares held after transaction 192,962 shares Direct Replimune common stock ownership following the sale

Key Terms

Restricted Stock Units, sell to cover, weighted average price

3 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

"made in accordance with the 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.

Form 4 Insider Transactions: What Each Field Means →

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

X

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^*

Sarchi Christopher

(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 Commercial 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/18/2026		S		8,626(1)	D	$5.08(2)	192,962	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 $5.02 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)

FAQ

What insider transaction did Replimune (REPL) report for Christopher Sarchi?

Replimune reported that Chief Commercial Officer Christopher Sarchi sold 8,626 shares of common stock. The filing states this sale was executed under an irrevocable “sell to cover” provision to satisfy tax withholding obligations from vesting restricted stock units, not as a discretionary sale.

At what price did Replimune’s CCO sell the 8,626 REPL shares?

The sale reported for Replimune’s CCO used a weighted average price of $5.08 per share. Footnotes explain the shares were sold in multiple trades, with prices ranging from $5.02 to $5.08 per share across the executed transactions.

Why did Replimune’s Chief Commercial Officer sell 8,626 shares of REPL stock?

The filing explains the 8,626 shares were sold to cover tax withholding obligations related to partially vesting restricted stock units. This was executed pursuant to an irrevocable “sell to cover” provision in his RSU award agreements, so it was not a discretionary stock sale.

How many Replimune (REPL) shares does Christopher Sarchi hold after this transaction?

After the reported tax-related sale, Christopher Sarchi directly holds 192,962 shares of Replimune common stock. This post-transaction holding figure comes from the Form 4 and reflects his remaining direct ownership following the 8,626-share sale.

Was the Replimune (REPL) insider sale part of a trading plan?

Yes. The footnotes state the transaction was carried out under an irrevocable “sell to cover” provision in the RSU award agreements. This structure automatically sells enough shares to cover tax withholding upon vesting, rather than reflecting a discretionary trading decision.