Replimune CFO Reports Sell-to-Cover of 9,154 Shares; 134,368 Shares Remain

Rhea-AI Filing Summary

Emily Luisa Hill, Chief Financial Officer of Replimune Group, Inc. (REPL), reported the disposition of common stock on 08/15/2025. The filing shows 9,154 shares were sold at $5.37 per share to satisfy tax withholding associated with partial vesting of restricted stock units. After the sale, the reporting person beneficially owned 134,368 shares. The Form 4 notes the sale was executed under the award agreement's irrevocable "sell to cover" provision and was not a discretionary sale by the reporting person. The form was signed by an attorney-in-fact on 08/19/2025.

Insights

Corporate Governance Expert

TL;DR: Routine sell-to-cover of vested RSUs by a named officer; procedural disclosure with no new governance concerns.

The Form 4 documents a non-discretionary sale of 9,154 shares at $5.37 to satisfy tax withholding on RSU vesting by the CFO, leaving 134,368 shares beneficially owned. This is a standard, formulaic transaction tied to equity compensation terms rather than an active decision to liquidate holdings. Disclosure is complete for the transaction date and price, and the use of an attorney-in-fact signature is routine for filing purposes.

Securities Analyst

TL;DR: Transaction is operationally routine and unlikely to be material to investors or share supply.

The sale size (9,154 shares) and price ($5.37) are explicitly reported and identified as a "sell to cover" for RSU tax obligations. The filing confirms remaining beneficial ownership of 134,368 shares. There is no indication of an open-market discretionary sale or a plan change; therefore, the transaction should not be interpreted as signaling management disposition beyond meeting tax liabilities.

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

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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 MA 01801

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/15/2025		S		9,154(1)	D	$5.37	134,368	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.

	/s/ Shawn Glidden, attorney-in-fact	08/19/2025
	** 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.

FAQ

What transaction did REPL CFO Emily Hill report on Form 4?

The Form 4 reports a sale of 9,154 shares of Replimune common stock on 08/15/2025 at $5.37 per share to cover taxes on vested RSUs.

Why were the 9,154 REPL shares sold?

The shares were sold under an irrevocable "sell to cover" provision in the RSU award agreements to satisfy tax withholding obligations; the filing states this was not a discretionary sale.

How many REPL shares does the reporting person own after the transaction?

After the reported sale, the reporting person beneficially owned 134,368 shares of Replimune common stock.

Who filed the Form 4 and when was it signed?

The Form 4 was filed for Emily Luisa Hill, Chief Financial Officer, and the signature on the form is by an attorney-in-fact (/s/ Shawn Glidden) dated 08/19/2025.

Does the filing indicate a discretionary sale or a planned trading program?

No. The filing explicitly states the sale was made pursuant to the RSU award agreements' sell to cover provision and does not represent a discretionary sale by the reporting person.