Replimune Group, Inc. ownership update: RTW Investments, LP and Roderick Wong report beneficial ownership of 7,356,916 shares, representing 8.9% of the class. The filing cites 82,572,619 Shares outstanding as of January 30, 2026. The Reporting Persons disclose shared voting and shared dispositive power over those shares.
Positive
None.
Negative
None.
Insights
Large passive position reported by RTW Funds and its CIO.
RTW Investments and Roderick Wong jointly report 7,356,916 shares, equal to 8.9% of outstanding common stock as of January 30, 2026. The position is disclosed on a Schedule 13G/A, which typically reflects passive or qualifying investor status rather than an active acquisition intent.
Ownership is recorded as shared voting and shared dispositive power. Future filings may clarify if the position remains passive or converts to an active Schedule 13D status.
Shared control signals pooled fund ownership rather than individual sole control.
The filing attributes voting and dispositive power to the RTW Funds and lists the RTW Managing Partner, Dr. Wong, as a reporting person. The statement includes the funds' right to receive dividends or sale proceeds, consistent with fund-held shares.
Stake size of 8.9% crosses typical disclosure thresholds for visibility; subsequent amendments would be expected if voting intent or arrangements change.
Key Figures
Shares reported:7,356,916 sharesPercent of class:8.9%Shares outstanding:82,572,619 Shares+1 more
4 metrics
Shares reported7,356,916 sharesReported beneficial ownership by RTW Investments and Roderick Wong
Percent of class8.9%Percent of common stock based on outstanding shares as of January 30, 2026
Shares outstanding82,572,619 SharesOutstanding share base used for percent calculation as of January 30, 2026
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
shared dispositive powerfinancial
"Shared Dispositive Power 7,356,916.00"
beneficially ownedregulatory
"Amount beneficially owned: The information required by Item 4(a)"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
RTW Investments reported beneficial ownership of 7,356,916 shares, equal to 8.9% of Replimune common stock as stated in the filing. This percent uses an outstanding share base of 82,572,619 as of January 30, 2026.
Does Dr. Roderick Wong personally control the reported REPL shares?
The filing lists Dr. Wong as a reporting person with shared voting and shared dispositive power over 7,356,916 shares. It attributes ownership to RTW Investments and the RTW Funds rather than asserting sole personal control by Dr. Wong.
Are the RTW-held shares registered as passive or active ownership?
This Schedule 13G/A reflects the reporting persons' disclosure and is typically used for passive or qualifying investors. The filing does not convert the position to an active Schedule 13D in this excerpt and continues to present the position as reported on a 13G/A.
What outstanding share count did the filing use to calculate percent ownership?
The percent ownership of 8.9% is calculated using 82,572,619 Shares outstanding as of January 30, 2026, cited from the Company’s Form 10-Q filed February 3, 2026, and referenced in the Schedule 13G/A.
Who receives cash or dividends from the RTW-held shares?
The filing states the RTW Funds have the right to receive dividends or proceeds from sale of the reported shares. The disclosure attributes the economic interest to the funds rather than to individual investors listed.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Replimune Group, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
76029N106
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
76029N106
1
Names of Reporting Persons
RTW Investments, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,356,916.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,356,916.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,356,916.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
76029N106
1
Names of Reporting Persons
Roderick Wong
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,356,916.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,356,916.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,356,916.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Replimune Group, Inc.
(b)
Address of issuer's principal executive offices:
500 UNICORN PARK, WOBURN, MA, 01801.
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.001 per share (the "Shares") of Replimune Group, Inc. (the "Company") directly held by the RTW Funds; and
(ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)
Citizenship:
RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP No.:
76029N106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth in Row 11 of the cover pages are calculated based upon 82,572,619 Shares outstanding as of January 30, 2026 as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 3, 2026.
(b)
Percent of class:
RTW Investments: 8.9%
Dr. Wong: 8.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
RTW Investments: 0
Dr. Wong: 0
(ii) Shared power to vote or to direct the vote:
RTW Investments: 7,356,916 Shares
Dr. Wong: 7,356,916 Shares
(iii) Sole power to dispose or to direct the disposition of:
RTW Investments: 0
Dr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
RTW Investments: 7,356,916 Shares
Dr. Wong: 7,356,916 Shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
RTW Investments, LP
Signature:
/s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D., Managing Partner
Date:
05/15/2026
Roderick Wong
Signature:
/s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D.
Date:
05/15/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on November 14, 2025).
