Replimune Group, Inc. Schedule 13G reports that Ridgeback entities beneficially own 6,252,651 shares of common stock, representing 7.6% of the class based on January 30, 2026 outstanding share count. The reporting group is Ridgeback Capital Investments L.P., Ridgeback Capital Investments LLC, and Ridgeback Capital Management LLC.
The filing states that the shared voting and dispositive power over these shares is 6,252,651 and that RCI and RCM may be deemed to beneficially own all shares by Rule 13d-3; each disclaims ownership except to the extent of any pecuniary interest. Signatures by counsel are dated 05/21/2026.
Positive
None.
Negative
None.
Insights
Ridgeback discloses a passive beneficial stake of 7.6%.
The filing lists 6,252,651 shares as beneficially owned by the Ridgeback entities and ties the ownership percentage to an outstanding share base of 82,572,619 shares as of January 30, 2026. The statement follows Schedule 13G format, which typically indicates passive or passive/qualified investor status rather than an active Section 13(d) seeking control.
Watch for future amendments if voting or acquisition intent changes, since Schedule 13G holdings can convert to Schedule 13D disclosures upon active acquisition intent; timing or intent is not stated in this excerpt.
Disclosure clarifies who holds shared voting and dispositive power within the Ridgeback group.
The filing explains that RCI is the general partner of RCILP and that RCM maintains investment and voting power under an investment management agreement, with Wayne Holman controlling RCM. Each entity lists 0 sole power and 6,252,651 shared power to vote and dispose.
For stakeholder communications, subsequent filings or company statements would be the source of any change to these arrangements; the excerpt includes a joint filing agreement as Exhibit 99.1 and counsel signatures dated 05/21/2026.
Key Figures
Shares beneficially owned:6,252,651 sharesPercent of class:7.6%Shares outstanding (context):82,572,619 shares
3 metrics
Shares beneficially owned6,252,651 sharesReported by Ridgeback entities in Schedule 13G
Percent of class7.6%Calculated using 82,572,619 shares outstanding as of <date>January 30, 2026</date>
Shares outstanding (context)82,572,619 sharesOutstanding share count cited for calculation, as of <date>January 30, 2026</date>
Key Terms
Schedule 13G, beneficially own, shared dispositive power
3 terms
Schedule 13Gregulatory
"The filing is titled Schedule 13G and lists beneficial ownership details"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficially ownfinancial
"Amount beneficially owned: Ridgeback Capital Investments L.P.: 6,252,651"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared dispositive powerfinancial
"Shared Dispositive Power 6,252,651.00 stated for each reporting entity"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Replimune Group, Inc.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
76029N106
(CUSIP Number)
05/14/2026
(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
6,252,651.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,252,651.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,252,651.00
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)
7.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentages used herein are calculated based upon 82,572,619 shares of common stock outstanding as of January 30, 2026, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on February 3, 2026.
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
6,252,651.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,252,651.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,252,651.00
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)
7.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentages used herein are calculated based upon 82,572,619 shares of common stock outstanding as of January 30, 2026, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on February 3, 2026.
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
6,252,651.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,252,651.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,252,651.00
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)
7.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentages used herein are calculated based upon 82,572,619 shares of common stock outstanding as of January 30, 2026, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on February 3, 2026.
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 7.6% 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 Number(s):
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.: 6,252,651
Ridgeback Capital Investments LLC: 6,252,651
Ridgeback Capital Management LLC: 6,252,651
(b)
Percent of class:
Ridgeback Capital Investments L.P.: 7.6%
Ridgeback Capital Investments LLC: 7.6%
Ridgeback Capital Management LLC: 7.6%
(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.: 6,252,651
Ridgeback Capital Investments LLC: 6,252,651
Ridgeback Capital Management LLC: 6,252,651
(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.: 6,252,651
Ridgeback Capital Investments LLC: 6,252,651
Ridgeback Capital Management LLC: 6,252,651
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.
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.
What stake does Ridgeback hold in Replimune (REPL)?
Ridgeback entities beneficially own 6,252,651 shares, equal to 7.6% of Replimune's common stock, using an outstanding base of 82,572,619 shares as of January 30, 2026.
Which Ridgeback entities are listed as reporting owners?
The filing lists Ridgeback Capital Investments L.P., Ridgeback Capital Investments LLC, and Ridgeback Capital Management LLC as the Reporting Persons, filing jointly under a Schedule 13G.
Does the Schedule 13G indicate sole voting control by Ridgeback?
No. Each Ridgeback entity reports 0 sole voting power and 6,252,651 shared voting and dispositive power over the disclosed shares, per the filing's ownership table.
What outstanding share figure does the filing use to calculate 7.6%?
The percentage is calculated using 82,572,619 shares outstanding as of January 30, 2026, as reported in the company's Form 10-Q filed February 3, 2026.
Who controls Ridgeback’s investment authority noted in the filing?
The filing states that Wayne Holman controls Ridgeback Capital Management LLC, which maintains investment and voting power under an investment management agreement with RCI.
