Replimune Group (REPL) director gifts 25,000 common shares

Rhea-AI Filing Summary

Replimune Group, Inc. director Philip Astley-Sparke reported a disposition of shares through a bona fide gift. He transferred 25,000 shares of Common Stock at a reported price of $0.00 per share, characterized as a gift transfer.

After this transaction, his directly held ownership was reported as 1,380,071 shares of Common Stock. The filing reflects a charitable or personal transfer rather than an open-market sale, so it does not indicate cash proceeds to the director.

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

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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^*

Astley-Sparke Philip

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		G		25,000	D	$0	1,380,071	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:

	/s/ Shawn Glidden, attorney-in-fact	02/20/2026
	** 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.

FAQ

What did Replimune Group (REPL) director Philip Astley-Sparke report on this Form 4?

He reported a disposition of Replimune Group common stock via a bona fide gift. The filing details a non-cash transfer of shares, rather than a market sale, and updates his reported direct ownership position following the transaction.

How many Replimune Group (REPL) shares were transferred in the reported gift?

The Form 4 shows a gift transfer of 25,000 shares of Common Stock. This transaction is coded as a bona fide gift, meaning the shares were given away without consideration, rather than sold for cash in the open market.

What is Philip Astley-Sparke’s reported Replimune (REPL) share ownership after the gift?

Following the reported gift, his directly held Replimune common stock position is listed as 1,380,071 shares. This figure reflects his holdings immediately after the 25,000-share bona fide gift disposition disclosed in the Form 4.

Was the Replimune (REPL) director’s Form 4 transaction a sale or a gift?

The transaction is classified as a bona fide gift, not a sale. The Form 4 uses transaction code “G” and describes the action as a “gift transfer,” indicating no sale proceeds or open-market trading activity for this disposition.

Did Philip Astley-Sparke receive cash for the 25,000 Replimune (REPL) shares?

No, the filing reports a price of $0.00 per share for the 25,000 shares. This aligns with its characterization as a bona fide gift, meaning the shares were transferred without cash consideration or sale proceeds.