Replimune Group (REPL) CEO sells 39,341 shares to cover tax on PSU vesting

Rhea-AI Filing Summary

Replimune Group, Inc. director and Chief Executive Officer Sushil Patel reported a sale of 39,341 shares of common stock on 2026-08-10 at $12.97 per share. According to the disclosure, these shares were sold to cover tax withholding obligations arising from the vesting of performance-based restricted stock units under an irrevocable "sell to cover" provision and do not represent a discretionary sale. Following this transaction, Patel directly holds 708,151 shares of Replimune common stock.

Insider Trade Summary

Net Seller: 39,341 shares

Net Sell 1 txn

Insider Patel Sushil

Role Chief Executive Officer

Sold 39,341 shs ($510K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	39,341	$12.97	$510K

Holdings After Transaction: Common Stock — 708,151 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: 39,341 shares Sale price per share: $12.97 Shares owned after transaction: 708,151 shares +2 more

5 metrics

Shares sold 39,341 shares Common stock sold on 2026-08-10 to cover tax withholding obligations

Sale price per share $12.97 Price per share for the 39,341-share sale on 2026-08-10

Shares owned after transaction 708,151 shares Direct common stock holdings of Sushil Patel following the sale

Sell transactions reported 1 Single sale of common stock reported in this Form 4

Net buy/sell shares 39,341 shares net sold Net effect across all reported transactions in this filing

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 of the PSUs"

FAQ

What insider transaction did Replimune Group (REPL) report for CEO Sushil Patel?

Replimune Group reported that CEO Sushil Patel sold 39,341 shares of common stock on 2026-08-10 at $12.97 per share. The sale was to cover tax withholding obligations from vesting performance-based restricted stock units.

Was the August 2026 REPL stock sale by CEO Sushil Patel discretionary?

No. The filing states the 39,341-share sale was executed under an irrevocable "sell to cover" provision to satisfy tax withholding obligations on vested PSUs and does not represent a discretionary sale by the CEO.

How many Replimune (REPL) shares does CEO Sushil Patel own after this Form 4?

After the reported transaction, Sushil Patel directly owns 708,151 shares of Replimune common stock. This figure reflects his holdings immediately following the 39,341-share sale to cover tax withholding obligations.

What price was received in the Replimune (REPL) CEO’s August 10, 2026 share sale?

The reported sale of 39,341 shares by Replimune CEO Sushil Patel on 2026-08-10 was executed at a price of $12.97 per share, according to the Form 4 transaction details.

Why did Replimune (REPL) CEO Sushil Patel sell 39,341 shares?

The shares were sold solely to cover tax withholding obligations arising from the vesting of performance-based RSUs. The filing notes the transaction followed an irrevocable "sell to cover" provision and was not a discretionary sale.

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 - 05:08 PM Accepted by SEC EDGAR 08/12/2026 - 05:07 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^*

Patel Sushil

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		39,341(1)	D	$12.97	708,151	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)