Replimune CAO sells shares to cover tax withholding

Replimune Group, Inc. Chief Accounting Officer Andrew Schwendenman reported a sale of 7,632 shares of common stock on 2026-08-10 at $12.97 per share.

Rhea-AI Filing Summary

Replimune Group, Inc. Chief Accounting Officer Andrew Schwendenman reported a sale of 7,632 shares of common stock on 2026-08-10 at $12.97 per share. According to the company disclosure, the shares were sold solely to cover tax withholding obligations arising from the vesting of performance-based restricted stock units under an irrevocable “sell to cover” provision, and were not a discretionary sale. Following the transaction, Schwendenman directly holds 99,425 shares of Replimune common stock.

Insider Trade Summary

Net Seller: 7,632 shares

Net Sell 1 txn

Insider Schwendenman Andrew

Role Chief Accounting Officer

Sold 7,632 shs ($99K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	7,632	$12.97	$99K

Holdings After Transaction: Common Stock — 99,425 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: 7,632 shares Sale price: $12.97 per share Shares held after transaction: 99,425 shares +1 more

4 metrics

Shares sold 7,632 shares Common stock sold on 2026-08-10 to cover tax withholding

Sale price $12.97 per share Price for the 7,632 common shares sold

Shares held after transaction 99,425 shares Direct ownership of Replimune common stock after the sale

Net shares sold 7,632 shares Net-sell direction per transaction summary

Key Terms

performance-based restricted stock units, sell to cover, tax withholding obligations

3 terms

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.

sell to cover financial

"made in accordance with the irrevocable "sell to cover" provision set forth"

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.

tax withholding obligations financial

"sold to cover tax withholding obligations in connection with the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Replimune (REPL) report for Andrew Schwendenman?

Replimune reported that Chief Accounting Officer Andrew Schwendenman sold 7,632 shares of common stock on 2026-08-10 at $12.97 per share. The sale was tied to tax withholding on vested performance-based restricted stock units.

Why did Replimune (REPL) insider Andrew Schwendenman sell 7,632 shares?

The 7,632 shares were sold to cover tax withholding obligations from the vesting of performance-based restricted stock units. The company states the transaction followed an irrevocable “sell to cover” provision and was not a discretionary sale by Schwendenman.

What price did Replimune (REPL) insider shares sell for in this Form 4?

The reported sale by Replimune’s Chief Accounting Officer was executed at an average price of $12.97 per share. This price applied to the 7,632 shares of common stock sold to satisfy tax withholding in connection with PSU vesting.

How many Replimune (REPL) shares does Andrew Schwendenman hold after the sale?

After the tax-related sale, Andrew Schwendenman directly holds 99,425 shares of Replimune common stock. This post-transaction holding reflects the remaining ownership following the 7,632-share sale used to cover tax withholding on vested PSUs.

Was the Replimune (REPL) insider sale by Andrew Schwendenman discretionary?

The company disclosure states the sale was not discretionary. It was made under an irrevocable “sell to cover” provision in the PSU award agreements, solely to satisfy tax withholding obligations from the vesting of performance-based restricted stock units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/12/2026 - 05:04 PM EDT 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^*

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)
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		7,632(1)	D	$12.97	99,425	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)