Replimune CCO reports 5,208-share tax sell-to-cover on Form 4

Rhea-AI Filing Summary

Replimune Group, Inc. (REPL) reported an insider transaction by its Chief Commercial Officer, who filed a Form 4 as a single reporting person. On 11/17/2025, the officer sold 5,208 shares of Replimune common stock in a transaction coded "S" for sale. The sale was executed at a broker-calculated weighted average price of $9.10 per share, with individual trades ranging from $8.88 to $9.26 per share.

The shares were sold solely to cover tax withholding obligations arising from the partial vesting of the officer’s restricted stock units under an irrevocable "sell to cover" provision, and are described as non-discretionary. Following this transaction, the officer beneficially owns 123,088 shares of Replimune common stock in direct ownership.

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
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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^*

Sarchi Christopher

(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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

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	11/17/2025		S		5,208(1)	D	$9.1(2)	123,088	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 calculated by the broker executing the sell-to-cover transactions. The Shares were sold as part of a block trade in multiple transactions at prices ranging from $8.88 to $9.26 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	11/19/2025
	** 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 insider transaction did Replimune Group, Inc. (REPL) report?

A Replimune Group, Inc. officer filed a Form 4 reporting the sale of 5,208 shares of common stock on 11/17/2025.

At what price were the 5,208 Replimune (REPL) shares sold?

The 5,208 shares were sold at a broker-calculated weighted average price of $9.10 per share, with individual prices between $8.88 and $9.26.

Why did the Replimune (REPL) officer sell 5,208 shares?

The sale of 5,208 shares was to cover tax withholding obligations related to the partial vesting of restricted stock units under an irrevocable "sell to cover" provision.

How many Replimune (REPL) shares does the officer own after the transaction?

After the reported transaction, the officer beneficially owns 123,088 shares of Replimune common stock, held directly.

Was the Replimune (REPL) insider sale discretionary?

No. The filing states the sale was executed under an irrevocable "sell to cover" provision in the RSU award agreements and does not represent a discretionary sale by the officer.

Did the Replimune (REPL) Form 4 transaction relate to restricted stock units (RSUs)?

Yes. The sale covered taxes arising from the partial vesting of restricted stock units (RSUs) previously granted to the reporting officer.