Replimune (REPL) accounting chief sells 7,894 shares to cover RSU taxes

Rhea-AI Filing Summary

Replimune Group, Inc. Chief Accounting Officer Andrew Schwendenman reported an open-market sale of 7,894 shares of common stock at a weighted average price of $5.08 per share. According to the disclosure, the shares were sold solely to cover tax withholding obligations arising from a partial vesting of his Restricted Stock Units under a pre-set “sell to cover” provision, rather than a discretionary sale. Following this transaction, he directly holds 107,057 shares of Replimune common stock.

Insights

Insider trading and governance analyst

Routine tax-related sale with limited signaling value.

The filing shows Replimune’s Chief Accounting Officer, Andrew Schwendenman, sold 7,894 shares of common stock at a weighted average price of $5.08 per share. The transaction follows a partial vesting of Restricted Stock Units, a standard equity compensation mechanism.

The footnotes state the sale was executed under an irrevocable “sell to cover” provision to satisfy tax withholding obligations. This means the disposition was mechanically triggered rather than a discretionary market-timing decision, reducing its informational value about his outlook on the stock.

After the sale, Schwendenman still directly holds 107,057 shares. This remaining position suggests the transaction represents only a small portion of his holdings. Subsequent equity awards or vesting events, if any, would be detailed in future company disclosures.

Insider Trade Summary

Net Seller: 7,894 shares ($40,102)

Net Sell 1 txn

Insider Schwendenman Andrew

Role Chief Accounting Officer

Sold 7,894 shs ($40K)

Type	Security	Shares	Price	Value
Sale	Common Stock	7,894	$5.08	$40K

Holdings After Transaction: Common Stock — 107,057 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 $5.01 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: 7,894 shares Weighted average sale price: $5.08 per share Shares held after transaction: 107,057 shares +1 more

4 metrics

Shares sold 7,894 shares Open-market sale on RSU vesting tax cover

Weighted average sale price $5.08 per share Common stock sale range $5.01–$5.08

Shares held after transaction 107,057 shares Direct common stock ownership after sale

Price range of sales $5.01–$5.08 per share Multiple transactions within this range

Key Terms

Restricted Stock Units, sell to cover, weighted average price, open-market sale

4 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"

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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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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

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^*

Schwendenman Andrew

(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 Accounting 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		7,894(1)	D	$5.08(2)	107,057	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 $5.01 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 Andrew Schwendenman?

Replimune reported that Chief Accounting Officer Andrew Schwendenman sold 7,894 shares of common stock at a weighted average price of $5.08 per share. The sale is linked to tax withholding on a partial vesting of his Restricted Stock Units, not a discretionary liquidation.

Why did Replimune (REPL) executive Andrew Schwendenman sell 7,894 shares?

The 7,894 shares were sold to cover tax withholding obligations from a partial vesting of Andrew Schwendenman’s Restricted Stock Units. The filing explains this was done under an irrevocable “sell to cover” provision in his award agreements, rather than a voluntary trading decision.

What price did the Replimune (REPL) insider sale shares at on this Form 4?

The reported sale used a weighted average price of $5.08 per share, with individual trades executed between $5.01 and $5.08. The insider has offered to provide detailed breakdowns of the number of shares sold at each price within that range upon request.

How many Replimune (REPL) shares does Andrew Schwendenman hold after this transaction?

After selling 7,894 shares to cover tax obligations, Andrew Schwendenman directly holds 107,057 shares of Replimune common stock. This indicates the transaction affected only a relatively small portion of his overall reported holdings in the company’s equity.

Was the Replimune (REPL) insider sale part of a pre-arranged plan?

Yes. The filing states the sale was executed according to an irrevocable “sell to cover” provision embedded in the RSU award agreements. This structure automatically liquidates shares to pay taxes upon vesting, reducing the element of timing discretion by the reporting person.