STOCK TITAN

44,500 options granted to Replimune (REPL) board representative

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

Rhea-AI Filing Summary

BAKER BROS. ADVISORS LP reported acquisition or exercise transactions in this Form 4 filing.

Replimune Group, Inc. disclosed a compensation-related grant of 44,500 non-qualified stock options to director Michael Goller, a full-time employee of Baker Bros. Advisors LP. The options are exercisable into Common Stock at a $7.61 strike price, vest on April 1, 2027 subject to continued board service or a change in control, and expire on April 1, 2036. Baker Bros. Advisors has voting and dispositive power over these options, while affiliated Baker Bros. funds and principals hold only an indirect pecuniary interest and expressly disclaim beneficial ownership beyond that interest. The same 44,500-option grant is reported for each fund that shares this indirect interest.

Positive

  • None.

Negative

  • None.
Insider BAKER BROS. ADVISORS LP, Baker Bros. Advisors (GP) LLC, 667, L.P., Baker Brothers Life Sciences LP, BAKER FELIX, BAKER JULIAN
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
Grant/Award Non-Qualified Stock Option (right to buy)uy) 44,500 $0.00 --
Grant/Award Non-Qualified Stock Option (right to buy)uy) 44,500 $0.00 --
Holdings After Transaction: Non-Qualified Stock Option (right to buy)uy) — 44,500 shares (Indirect, See Footnotes)
Footnotes (1)
  1. 44,500 non-qualified stock options ("Stock Options") exercisable solely into common stock ("Common Stock") of Replimune Group, Inc. (the "Issuer") granted by the Issuer to Michael Goller, a full-time employee of Baker Bros. Advisors LP (the "Adviser"), on April 1, 2026, in his capacity as a director of the Issuer, pursuant to the Issuer's 2018 Omnibus Incentive Compensation Plan ("Incentive Plan"). The Stock Options have a strike price of $7.61 per share and vest on April 1, 2027, subject to Michael Goller's continued service on the board of directors of the Issuer (the "Board") through the vesting date or an earlier change in control of the Issuer. The Stock Options expire on April 1, 2036. Michael Goller serves on the Board as a representative of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons. The Adviser serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held for the benefit of the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Pursuant to the policies of the Adviser, Michael Goller does not have a right to any of the Issuer's securities issued as compensation for his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in such securities. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock, Stock Options and Common Stock issued upon exercise of Stock Options (i.e. no direct pecuniary interest) issued as compensation for such Board service. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Stock Options and any Common Stock received as a result of the exercise of Stock Options. The acquisition of Stock Options reported on this form represents a single grant to Michael Goller of 44,500 Stock Options on Table II. This grant of 44,500 Stock Options for Michael Goller is reported for each of the Funds as each has an indirect pecuniary interest in such securities. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Stock Options reported in column 9 of Table II held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Stock Options reported in column 9 of Table II held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Stock options granted 44,500 options Non-qualified stock options to director Michael Goller
Strike price $7.61 per share Exercise price for Replimune common stock
Vesting date April 1, 2027 Vests subject to continued board service or change in control
Expiration date April 1, 2036 Expiration of non-qualified stock options
Derivative transactions reported 2 entries Same 44,500-option grant reported for multiple Baker Bros. funds
Non-qualified stock options financial
"44,500 non-qualified stock options ("Stock Options") exercisable solely into common stock"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
pecuniary interest financial
"disclaim beneficial ownership of the securities held for the benefit of the Funds except to the extent of their pecuniary interest"
voting and dispositive power financial
"the Adviser has voting and dispositive power over the Stock Options and any Common Stock"
Section 16 regulatory
"beneficial owner of such securities for purposes of Section 16 or any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
indirect proportionate pecuniary interest financial
"the Funds are entitled to an indirect proportionate pecuniary interest in such securities"
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*
BAKER BROS. ADVISORS LP

(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORK NEW YORK 10014

(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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
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
Non-Qualified Stock Option (right to buy)uy)$7.6104/01/2026A44,500(1) (1)04/01/2036Common Stock(1)44,500$044,500ISee Footnotes(2)(3)(4)(5)(6)(7)(8)
Non-Qualified Stock Option (right to buy)uy)$7.6104/01/2026A44,500(1) (1)04/01/2036Common Stock(1)44,500$044,500ISee Footnotes(2)(3)(4)(5)(6)(7)(9)
1. Name and Address of Reporting Person*
BAKER BROS. ADVISORS LP

(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORK NEW YORK 10014

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Baker Bros. Advisors (GP) LLC

(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORK NEW YORK 10014

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
667, L.P.

(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORK NEW YORK 10014

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Baker Brothers Life Sciences LP

(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORK NEW YORK 10014

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BAKER FELIX

(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORK NEW YORK 10014

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BAKER JULIAN

(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORK NEW YORK 10014

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. 44,500 non-qualified stock options ("Stock Options") exercisable solely into common stock ("Common Stock") of Replimune Group, Inc. (the "Issuer") granted by the Issuer to Michael Goller, a full-time employee of Baker Bros. Advisors LP (the "Adviser"), on April 1, 2026, in his capacity as a director of the Issuer, pursuant to the Issuer's 2018 Omnibus Incentive Compensation Plan ("Incentive Plan"). The Stock Options have a strike price of $7.61 per share and vest on April 1, 2027, subject to Michael Goller's continued service on the board of directors of the Issuer (the "Board") through the vesting date or an earlier change in control of the Issuer. The Stock Options expire on April 1, 2036.
2. Michael Goller serves on the Board as a representative of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons.
3. The Adviser serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held for the benefit of the Funds.
4. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
5. Pursuant to the policies of the Adviser, Michael Goller does not have a right to any of the Issuer's securities issued as compensation for his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in such securities. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock, Stock Options and Common Stock issued upon exercise of Stock Options (i.e. no direct pecuniary interest) issued as compensation for such Board service.
6. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Stock Options and any Common Stock received as a result of the exercise of Stock Options.
7. The acquisition of Stock Options reported on this form represents a single grant to Michael Goller of 44,500 Stock Options on Table II. This grant of 44,500 Stock Options for Michael Goller is reported for each of the Funds as each has an indirect pecuniary interest in such securities.
8. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Stock Options reported in column 9 of Table II held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
9. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Stock Options reported in column 9 of Table II held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Remarks:
Michael Goller, a full-time employee of Baker Bros. Advisors LP, is a director of Replimune Group, Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing04/07/2026
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing04/07/2026
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing04/07/2026
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title:President /s/04/07/2026
/s/ Felix J. Baker04/07/2026
/s/ Julian C. Baker04/07/2026
** 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)

FAQ

What did the Replimune (REPL) Form 4 filing report for Baker Bros. entities?

The Form 4 reports a grant of 44,500 non-qualified stock options to director Michael Goller. These options relate to Replimune common stock and are reported by multiple Baker Bros.–affiliated funds because each holds an indirect pecuniary interest in the award.

What are the key terms of the 44,500 Replimune (REPL) stock options?

The 44,500 non-qualified stock options have a strike price of $7.61 per share. They vest on April 1, 2027, contingent on Michael Goller’s continued board service or an earlier change in control, and they expire on April 1, 2036.

Who actually received the 44,500 Replimune (REPL) stock options?

The options were granted to Michael Goller, a Replimune director and full-time employee of Baker Bros. Advisors LP. Under Baker Bros. policies, the associated funds, not Goller personally, are entitled to an indirect proportionate pecuniary interest in these compensation-related securities.

How are Baker Bros. funds involved in the Replimune (REPL) option grant?

667, L.P. and Baker Brothers Life Sciences LP each have an indirect pecuniary interest in the 44,500 options. The single grant is reported for each fund because both participate economically through their respective structures and profit allocations tied to these securities.

Do Felix and Julian Baker have direct ownership of the Replimune (REPL) options?

Felix and Julian Baker are managing members and indirect owners of entities linked to the funds, but they disclaim beneficial ownership of the options. They may be deemed to hold only an indirect pecuniary interest through their interests in the general partners and funds.

Who controls voting and disposition of the Replimune (REPL) options and resulting shares?

Baker Bros. Advisors LP has voting and dispositive power over the 44,500 stock options and any Replimune common shares issued upon exercise. This reflects the adviser’s authority over securities held for the benefit of the affiliated Baker Bros. funds.