Replimune Group (REPL): Ridgeback Capital now reports 3.5% ownership stake

Rhea-AI Filing Summary

Replimune Group, Inc. received an amended Schedule 13G from Ridgeback Capital entities updating their ownership in the company’s common stock. Ridgeback Capital Investments L.P., Ridgeback Capital Investments LLC and Ridgeback Capital Management LLC were previously reported as beneficially owning 7,310,656 shares, or 8.7% of the common stock outstanding, based on 83,945,161 shares outstanding as of June 25, 2026.

As of August 13, 2026, each Reporting Person now reports beneficial ownership of 2,912,373 shares of common stock, representing 3.5% of the outstanding shares, with shared voting and dispositive power over those shares. The filing indicates ownership of 5 percent or less of the class.

Key Figures

Previously reported beneficial ownership: 7,310,656 shares Previously reported ownership percentage: 8.7% Shares outstanding baseline: 83,945,161 shares +2 more

5 metrics

Previously reported beneficial ownership 7,310,656 shares Shares of Replimune common stock previously reported as beneficially owned by each Reporting Person

Previously reported ownership percentage 8.7% Portion of Replimune common stock class previously attributed to each Reporting Person

Shares outstanding baseline 83,945,161 shares Replimune common stock outstanding as of June 25, 2026, used for percentage calculations

Current beneficial ownership 2,912,373 shares Replimune common shares beneficially owned by each Reporting Person as of August 13, 2026

Current ownership percentage 3.5% Portion of Replimune common stock class beneficially owned by each Reporting Person as of August 13, 2026

Key Terms

beneficially owned, shared voting power, dispositive power, Rule 13d-3, +1 more

5 terms

beneficially owned financial

"As of August 13, 2026, each of the Reporting Persons beneficially owned 2,912,373 shares"

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.

shared voting power financial

"each of the Reporting Persons shared power to vote or to direct the vote of 2,912,373 shares"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"shared power to dispose or to direct the disposition of 2,912,373 shares of common stock"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Rule 13d-3 regulatory

"By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

Schedule 13G/A regulatory

"form_type: "SCHEDULE 13G/A""

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.

FAQ

What ownership level in Replimune Group (REPL) does Ridgeback Capital now report?

Ridgeback Capital entities now report beneficial ownership of 2,912,373 shares of Replimune Group common stock, representing 3.5% of the outstanding shares as of August 13, 2026.

How much of Replimune Group (REPL) stock did Ridgeback Capital previously report?

The Reporting Persons previously reported beneficial ownership of 7,310,656 shares of Replimune common stock, representing 8.7% of the class, based on 83,945,161 shares outstanding as of June 25, 2026.

Which Ridgeback entities are Reporting Persons for Replimune Group (REPL)?

The Reporting Persons are Ridgeback Capital Investments L.P., Ridgeback Capital Investments LLC, and Ridgeback Capital Management LLC, each a Delaware entity, reporting shared voting and dispositive power over the same pool of Replimune shares.

Does Ridgeback Capital report more than 5% ownership in Replimune Group (REPL)?

No. As of August 13, 2026, each Reporting Person discloses beneficial ownership of 3.5% of Replimune’s common stock and completes the section for Ownership of 5 percent or less of a class.

How many Replimune Group (REPL) shares were used to calculate Ridgeback’s ownership percentages?

The ownership percentages are calculated using 83,945,161 shares of Replimune common stock outstanding as of June 25, 2026, as reported by the company in its Form 10-K filed on June 29, 2026.

Who controls investment decisions for Ridgeback’s Replimune Group (REPL) holdings?

Investment and voting power over the securities held or controlled by Ridgeback Capital Investments LLC is maintained by Ridgeback Capital Management LLC under an investment management agreement; RCM is controlled by individual Wayne Holman.

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

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Available on EDGAR 08/14/2026 - 04:03 PM Accepted by SEC EDGAR 08/14/2026 - 04:00 PM Learn about SEC filing dates

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, par value $0.001 per share

(Title of Class of Securities)

76029N106

(CUSIP Number)

06/30/2026

(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

Ridgeback Capital Investments L.P.

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 7,310,656.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,310,656.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,310,656.00

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)

8.7 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The percentages used herein are calculated based upon 83,945,161 shares of common stock outstanding as of June 25, 2026, as reported by the Company in its Annual Report on Form 10-K filed with the SEC on June 29, 2026. As of August 13, 2026, the Reporting Person beneficially owned 2,912,373 shares of common stock, or 3.5% of the shares of common stock outstanding.

SCHEDULE 13G

CUSIP Number(s): 76029N106

1

Names of Reporting Persons

Ridgeback Capital Investments LLC

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 7,310,656.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,310,656.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,310,656.00

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)

8.7 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The percentages used herein are calculated based upon 83,945,161 shares of common stock outstanding as of June 25, 2026, as reported by the Company in its Annual Report on Form 10-K filed with the SEC on June 29, 2026. As of August 13, 2026, the Reporting Person beneficially owned 2,912,373 shares of common stock, or 3.5% of the shares of common stock outstanding.

SCHEDULE 13G

CUSIP Number(s): 76029N106

1

Names of Reporting Persons

Ridgeback Capital Management LLC

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 7,310,656.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,310,656.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,310,656.00

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)

8.7 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The percentages used herein are calculated based upon 83,945,161 shares of common stock outstanding as of June 25, 2026, as reported by the Company in its Annual Report on Form 10-K filed with the SEC on June 29, 2026. As of August 13, 2026, the Reporting Person beneficially owned 2,912,373 shares of common stock, or 3.5% of the shares of common stock outstanding.

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 on behalf of the following persons with respect to shares of common stock of the Company acquired by them (the "Shares"): (i) Ridgeback Capital Investments L.P., Delaware limited partnership ("RCILP"), with respect to Shares beneficially owned by it; (ii) Ridgeback Capital Investments LLC, a Delaware limited liability company ("RCI"), with respect to Shares beneficially owned by it; and (iii) Ridgeback Capital Management LLC, a Delaware limited liability company ("RCM"), with respect to Shares beneficially owned by it. The foregoing persons are hereinafter referred to collectively as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. RCM and RCI do not own any Shares directly. RCI is the general partner of RCILP. Pursuant to an investment management agreement, RCM maintains investment and voting power with respect to the securities held or controlled by RCI. Wayne Holman, an individual, controls RCM. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, RCM and RCI may be deemed to own beneficially all of the Shares (constituting approximately 8.7% of the shares outstanding). Each of RCM and RCI disclaim beneficial ownership of any of the securities covered by this statement, except to the extent of any pecuniary interest therein.
(b)	Address or principal business office or, if none, residence: 30 Star Island Drive, Miami, FL, 33139
(c)	Citizenship: RCILP is a Delaware limited partnership. RCI is a Delaware limited liability company. RCM is a Delaware limited liability company.
(d)	Title of class of securities: Common stock, par value $0.001 per share
(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: Ridgeback Capital Investments L.P.: 7,310,656 Ridgeback Capital Investments LLC: 7,310,656 Ridgeback Capital Management LLC: 7,310,656 As of August 13, 2026, each of the Reporting Persons beneficially owned 2,912,373 shares of common stock.
(b)	Percent of class: Ridgeback Capital Investments L.P.: 8.7% Ridgeback Capital Investments LLC: 8.7% Ridgeback Capital Management LLC: 8.7% As of August 13, 2026, each of the Reporting Persons beneficially owned 3.5% of the shares of common stock outstanding.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Ridgeback Capital Investments L.P.: -0- Ridgeback Capital Investments LLC: -0- Ridgeback Capital Management LLC: -0-
	(ii) Shared power to vote or to direct the vote: Ridgeback Capital Investments L.P.: 7,310,656 Ridgeback Capital Investments LLC: 7,310,656 Ridgeback Capital Management LLC: 7,310,656 As of August 13, 2026, each of the Reporting Persons shared power to vote or to direct the vote of 2,912,373 shares of common stock.
	(iii) Sole power to dispose or to direct the disposition of: Ridgeback Capital Investments L.P.: -0- Ridgeback Capital Investments LLC: -0- Ridgeback Capital Management LLC: -0-
	(iv) Shared power to dispose or to direct the disposition of: Ridgeback Capital Investments L.P.: 7,310,656 Ridgeback Capital Investments LLC: 7,310,656 Ridgeback Capital Management LLC: 7,310,656 As of August 13, 2026, each of the Reporting Persons shared power to dispose or to direct the disposition of 2,912,373 shares of common stock.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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 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.

Ridgeback Capital Investments L.P.

Signature:	/s/ Nicole Venezia
Name/Title:	Nicole Venezia/General Counsel
Date:	08/14/2026

Ridgeback Capital Investments LLC

Signature:	/s/ Nicole Venezia
Name/Title:	Nicole Venezia/General Counsel
Date:	08/14/2026

Ridgeback Capital Management LLC

Signature:	/s/ Nicole Venezia
Name/Title:	Nicole Venezia/General Counsel
Date:	08/14/2026

Exhibit Information

Exhibit Number 99.1 - Joint Filing Agreement (previously filed)