Forbion discloses 3.5% Replimune (REPL) stake in ownership filing

Rhea-AI Filing Summary

Forbion Capital Fund III Cooperatief U.A. and Forbion III Management B.V. report their current ownership in Replimune Group, Inc. common stock. They beneficially own 2,808,368 shares, representing about 3.5% of the company’s outstanding common stock.

This percentage is based on 79,631,167 Replimune shares outstanding as of December 31, 2025, and reflects that the Reporting Persons now hold 5% or less of the class. All voting and investment power over these shares is shared, with no sole voting or dispositive authority reported.

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Accepted by SEC EDGAR 02/17/2026 - 08:28 AM Learn about SEC filing dates

FAQ

What ownership stake in Replimune Group (REPL) does Forbion report?

Forbion reports beneficial ownership of 2,808,368 Replimune Group shares, equal to about 3.5% of the company’s common stock. This is based on 79,631,167 shares outstanding as of December 31, 2025, as cited in the filing.

Which entities are the reporting persons in this Replimune (REPL) Schedule 13G/A?

The reporting persons are Forbion Capital Fund III Cooperatief U.A. and Forbion III Management B.V.. Forbion III Management B.V. is the director of Forbion Capital Fund III Cooperatief U.A. and has voting and investment power over the reported shares.

How much voting power does Forbion have over Replimune (REPL) shares?

The reporting persons disclose shared voting power over 2,808,368 Replimune shares and no sole voting power. They also report shared dispositive power over the same number of shares, with no sole dispositive authority.

What does it mean that Forbion owns 5 percent or less of Replimune (REPL)?

The filing states ownership of approximately 3.5% of Replimune’s common stock, which is 5 percent or less of the class. This indicates Forbion is a significant but not controlling shareholder under U.S. beneficial ownership disclosure rules.

How was Forbion’s 3.5% Replimune (REPL) ownership percentage calculated?

The reported 3.5% ownership is based on 2,808,368 shares held compared with 79,631,167 Replimune shares outstanding as of December 31, 2025. That outstanding share figure comes from Replimune’s Form 10-Q referenced in the filing.

Where is Forbion, the reporting owner of Replimune (REPL) shares, organized and based?

Both reporting entities are organized under the laws of the Netherlands. Their principal business office is listed as c/o Forbion Capital Partners, Gooimeer 2-35, 1411 DC Naarden, The Netherlands, according to the ownership statement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

REPLIMUNE GROUP, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

76029N106

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 76029N106

1

Names of Reporting Persons

Forbion Capital Fund III Cooperatief U.A.

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

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,808,368.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,808,368.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,808,368.00

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)

3.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 76029N106

1

Names of Reporting Persons

Forbion III Management B.V.

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

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,808,368.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,808,368.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,808,368.00

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)

3.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: REPLIMUNE GROUP, INC.
(b)	Address of issuer's principal executive offices: 500 Unicorn Park Drive, Suite 303, Woburn, MA 01801
Item 2.
(a)	Name of person filing: This Statement is being filed by Forbion Capital Fund III Cooperatief U.A. ("Forbion III COOP"), and Forbion III Management B.V. ("Forbion III"), the director of Forbion III COOP. Forbion III COOP and Forbion III are sometimes referred to collectively herein as the "Reporting Persons".
(b)	Address or principal business office or, if none, residence: The address of the principal business and principal office of each of the Reporting Persons is c/o Forbion Capital Partners, Gooimeer 2-35, 1411 DC Naarden, The Netherlands.
(c)	Citizenship: Each of the Reporting Persons is organized under the laws of the Netherlands.
(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: Forbion III COOP is the beneficial owner of 2,808,368 shares of Common Stock. Forbion III, the director of Forbion III COOP, has voting and investment power over the shares held by Forbion III COOP.
(b)	Percent of class: The shares of Common Stock beneficially owned by the Reporting Persons represent approximately 3.5% of the outstanding Common Stock, based upon 79,631,167 shares of Common Stock outstanding as of December 31, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on February 3, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2,808,368
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,808,368
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.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a "group" for purposes of Rule 13d-5 or for any other purpose.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

Forbion Capital Fund III Cooperatief U.A.

Signature:	/s/ G.J Mulder and /s/ M.A. van Osch
Name/Title:	Directors of its Director
Date:	02/17/2026

Forbion III Management B.V.

Signature:	/s/ G.J Mulder and /s/ M.A. van Osch
Name/Title:	Directors
Date:	02/17/2026