What changed in this filing

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Item 9A. Controls and Procedures

2026-06-29 compared with 2025-05-22 · 350 added, 277 removed, 951 unchanged (40% of the section changed)

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Evaluation of disclosure controls and procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report, as required by

Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2025, our disclosure controls and procedures were ineffective due to material weaknesses in internal control over financial reporting as described below.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.

Our management concluded that the consolidated financial statements included in this Annual Report on Form 10-K, present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or U.S.

Our Principal Executive Officer and Principal Financial Officer have certified that, based on each such officer’s knowledge, the financial statements, as well as the other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report.

Our Chief Executive Officer and Chief Financial Officer have certified that, based on each such officer’s knowledge, the financial statements, as well as the other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report.

Management’s report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of our internal control over financial reporting as of March 31, 2025.

Our management’s assessment was based on the framework in “Internal Control — Integrated Framework (2013)” (“2013 framework”), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, our management concluded that, as of March 31, 2025, our internal control over financial reporting was ineffective based on the criteria in the 2013 framework issued by the COSO due to the existence of the material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

In connection with the preparation of the consolidated financial statements for this Annual Report on Form 10-K, we identified material weaknesses in our internal control over financial reporting whereby we did not design and maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management of the Company has assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2026.

In making its assessment of internal control over financial reporting, management used the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2026.

This annual report does not include an audit report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to audit by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

Remediation of material weakness

As of March 31, 2026, we have remediated the previously reported material weaknesses concerning the design and maintenance of information technology, or IT, general controls for information systems that are relevant to the preparation of our financial statements.

Specifically, we did not design and maintain effective:

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and (iv) program development controls to ensure that new software development is tested, authorized and implemented appropriately.

The material weaknesses identified above did not result in any material misstatements in our interim or annual consolidated financial statements or disclosures;

however, they could result in misstatements impacting substantially all accounts or disclosures in the annual or interim consolidated financial statements that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Management's Plan for Remediation of the Material Weakness

Management, with the oversight of the audit committee of the board of directors, is committed to maintaining a strong internal control environment.

In response to the material weaknesses identified above, we have begun to develop remediation actions which include:

• Designing and implementing controls over program change management and the review and update of user access rights and privileges.

• Designing and implementing controls to formalize roles and review responsibilities in order to formalize and implement controls over segregation of duties across key financial systems.

• Designing and implementing computer operation and program development controls to ensure data integrity and that new software development is tested, authorized and implemented appropriately.

We believe that these actions, when fully designed and implemented, will remediate the material weaknesses.

However, the material weaknesses will not be considered fully remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.

continue to evaluate operating effectiveness and monitor improvements to our internal control over financial reporting, we may take additional measures to address control deficiencies or modify the remediation plan described above.

In response to the identified material weaknesses, we took a number of actions to improve our internal control over financial reporting during the year ended March 31, 2026, including the following:

• Engaging an external advisor to assist with documenting and testing the design and operating effectiveness of internal controls over financial reporting and assist with the remediation efforts, as necessary;

• Redesigned, enhanced, and implemented certain general IT controls, including controls over the provisioning and monitoring of user access rights for certain systems;

• Designed and implemented controls to formalize roles and review responsibilities over segregation of duties across key financial systems;

• Designed and implemented program change management computer operations and program development controls.

Management has since completed implementation of all of the remedial measures, as well as testing the design and operating effectiveness of the applicable remediated controls in the last two quarters of fiscal year 2026.

Changes in internal control over financial reporting

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Rule 10b5-1 Plan Trading Arrangements

None of our directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” in each case as defined in Item 408 of Regulation S-K.

During the three months ended March 31, 2026, none of our directors or officers adopted, modified, or terminated any effective “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” in each case as defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

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We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of the Company's securities, as well as any listing standards, rules and regulations applicable to us.

A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

A copy of the Insider Trading Policy is filed with the SEC and incorporated by reference herein as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended March 31, 2025.

Information about our executive officers, directors, and all other remaining matters required to be disclosed in Item 10 “Directors, executive officers and corporate governance” appears under the “Executive Officers,” “Proposal No.

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In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring losses since its inception which raises substantial doubt about its ability to continue as a going concern.

Management's plans in regard to this matter are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Within accrued expenses and other current liabilities, total accrued research and development costs amounted to $26.7 million as of March 31, 2026.

Accrual estimates are based on a number of factors, including management’s assessment of progress towards completion of the research and development activities, invoicing to date under the contracts, communication from the research organization or other companies of any actual costs incurred during the period that have not yet been invoiced, and the costs included in the contracts.

yet been invoiced, and the costs included in the contracts.

Significant judgments and estimates are made by management in determining the accrued balances at the end of any reporting period.

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/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

Florham Park, New Jersey

June 29, 2026

We have served as the Company’s auditor since 2018.

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Other non-current assets

Right-to-use asset – operating leases 3,998 4,635

Right-to-use asset – financing leases 34,808 37,237

Right-of-use asset – operating leases 3,270 3,998

Right-of-use asset – finance leases 32,380 34,808

Total assets $ 332,388 $ 551,328

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Operating lease liabilities, current 1,158 1,184

Financing lease liabilities, current 2,799 2,718

Finance lease liabilities, current 2,883 2,799

Total current liabilities 58,228 62,362

Operating lease liabilities, non-current 2,328 3,076

Financing lease liabilities, non-current 22,729 23,410

Finance lease liabilities, non-current 21,909 22,729

Long term debt, net of discount 83,308 46,377

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Research and development $ 221,184 $ 189,447

$ 189,447 $ 174,963

Selling, general and administrative 98,735 72,180

Total operating expenses 319,919 261,627

261,627 234,773

Loss from operations ( 319,919 ) ( 261,627 )

( 261,627 ) ( 234,773 )

Other income (expense):

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Investment income 13,625 21,120

21,120 23,356

Interest expense on finance lease liability ( 2,063 ) ( 2,118 )

( 2,118 ) ( 2,163 )

Interest expense on debt obligations ( 6,796 ) ( 5,775 )

( 5,775 ) ( 4,497 )

Other (expense) income

Other expense ( 942 ) ( 202 )

Total other income, net 5,428 14,798

Loss before income taxes $ ( 314,491 ) $ ( 246,829 )

Income tax provision 468 408

Income tax (benefit) provision ( 551 ) 468

Net loss $ ( 313,940 ) $ ( 247,297 )

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Weighted average common shares outstanding, basic and diluted 92,803,711 80,564,147

80,564,147 66,569,894

The accompanying notes are an integral part of these consolidated financial statements.

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Foreign currency translation gain (loss) 255 174

Net unrealized gain (loss) on short-term investments, net of tax of $ 0

Net unrealized (loss) gain on short-term investments ( 300 ) 419

Comprehensive loss $ ( 313,985 ) $ ( 246,704 )

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(Amounts in thousands, except share amounts)

Common stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive income

Total stockholders’ equity

Common stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive income Total stockholders’ equity

Shares Amount

Balances as of March 31, 2024 61,415,105 $ 61 $ 1,070,874 $ ( 701,282 ) $ 4,855 $ 374,508

Issuance of prefunded warrants to purchase common stock, net of issuance costs — — 97,000 — — 97,000

Issuance of common stock, net of issuance costs and underwriter fees 14,207,314 14 155,714 — — 155,728

Foreign currency translation adjustment — — — — 174 174

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Balances as of March 31, 2025 77,085,024 $ 77 $ 1,358,897 $ ( 948,579 ) $ 5,448 $ 415,843

Issuance of prefunded warrants to purchase common stock, net of issuance costs — — 97,000 — — 97,000

Issuance of common stock, net of issuance costs and underwriter fees 14,207,314 14 155,714 — — 155,728

Issuance of common stock through ATM sales, net of offering costs 4,019,975 4 31,143 — — 31,147

Foreign currency translation adjustment — — — — 255 255

Unrealized gain on short-term investments — — — — 419 419

Unrealized loss on short-term investments — — — — ( 300 ) ( 300 )

Exercise of pre-funded warrants 497,344 — 501 — — 501

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Depreciation and amortization 3,332 3,502

Operating lease, right-of-use-asset amortization 771 683

Finance lease, right-of-use-asset amortization 2,428 2,428

Net amortization of premiums and discounts on short-term investments ( 2,545 ) ( 8,947 )

Impairment on property, plant and equipment 188 —

Noncash interest expense 1,933 1,568

Unrealized foreign currency transaction losses ( 201 ) ( 771 )

Unrealized foreign currency transaction gains ( 942 ) ( 201 )

Changes in operating assets and liabilities:

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Prepaid expenses and other current assets ( 232 ) ( 252 )

Operating lease, right-of-use-asset 683 615

Finance lease, right-of-use-asset 2,428 2,428

Other non-current assets — ( 1,200 )

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Purchases of property, plant and equipment and software capitalization ( 4,223 ) ( 6,687 )

( 6,687 ) ( 5,662 )

Purchase of short-term investments ( 77,894 ) ( 403,586 )

Proceeds from sales and maturities of short-term investments 392,960 386,477

Net cash (used in) provided by investing activities

( 23,796 ) 97,201

Net cash provided by (used in) investing activities 310,843 ( 23,796 )

Cash flows from financing activities:

Proceeds from issuance of common stock, net of underwriting fees and offering costs

Proceeds from issuance of common stock, net of fees and offering costs — 155,728

Proceeds from issuance of prefunded warrants to purchase common stock, net of underwriting fees and offering costs — 97,000

Proceeds from issuance of common stock through ATM sales, net of offering costs 31,147 —

Proceeds from long-term debt 35,000 —

Principal payment of finance lease obligation ( 736 ) ( 599 )

Proceeds from exercise of stock options

Proceeds from exercise of stock options and pre-funded warrants 883 267

Net cash provided by financing activities 66,294 252,396

Effect of exchange rate changes on cash, cash equivalents and restricted cash 1,112 315

Net increase (decrease) in cash, cash equivalents and restricted cash

36,665 ( 72,069 )

Net increase in cash, cash equivalents and restricted cash 97,905 36,665

Cash, cash equivalents and restricted cash at beginning of period 112,822 76,157

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Cash paid during the period for interest 4,688 $ 4,198

Cash paid for income taxes 105 300

Cash received (paid) for income taxes, net 5 ( 105 )

Supplemental disclosure of non-cash investing and financing activities:

Purchases of property and equipment included in accounts payable $ 171 $ 101

Purchases of property and equipment included in accounts payable and accrued expenses 80 171

The accompanying notes are an integral part of these consolidated financial statements.

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Replimune Group, Inc.

(the “Company”) is a clinical-stage biotechnology company focused on the development of oncolytic immunotherapies to treat cancer.

(the “Company”) is a clinical-stage biotechnology company committed to applying our leading expertise in the field of oncolytic immunotherapy to transform the lives of cancer patients through our novel oncolytic immunotherapies.

Replimune Group, Inc., whose predecessor was founded in 2015, is the parent company of its wholly owned, direct and indirect subsidiaries:

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In addition, as of March 31, 2026, the Company had an accumulated deficit of $ 1,262.5 million.

The Company expects to continue to generate operating losses for the foreseeable future and to finance its future cash needs through a combination of equity offerings, debt financings, collaborations, strategic partnerships and alliances or licensing arrangements.

If the Company is unable to obtain funding, the Company would be forced to delay, reduce or eliminate some or all of its research and development programs, preclinical and clinical testing or commercialization efforts, which could adversely affect its business prospects.

As of the issuance date of these consolidated financial statements, the Company expects that its cash and cash equivalents and short-term investments will be sufficient to fund its operating expenses and capital expenditure requirements through at least 12 months from the issuance of the consolidated financial statements.

In accordance with ASC 205-40, Presentation of Financial Statements—Going Concern, management has evaluated whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date these consolidated financial statements are issued.

Based on its current operating plan, the Company expects to continue to generate operating losses for the foreseeable future and that its existing cash, cash equivalents and short-term investments will be sufficient to fund its operating expenses and capital expenditure requirements only into the first calendar quarter of 2027, which is less than one year from the date these consolidated financial statements are issued.

The Company does not have any committed source of additional funding and will be required to obtain additional financing to fund its operations beyond that date.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company is collaborating with the FDA regarding a path forward for RP1 and, if the BLA is approved, the Company will determine the best source of capital, which may be raising additional capital through public or private equity offerings (including under our at-the-market facilities), although there can be no guarantee that the Company will be able to raise such capital on acceptable terms, or at all.

If the BLA is not approved, the Company will likely need to (i) execute a considerable restructuring and workforce reduction to reduce our cash burn, (ii) reconsider our product development efforts and strategies and (iii) pursue collaborations, strategic alliances, licensing arrangements, business combination, merger or acquisition, or other strategic business development activities to continue operations.

In either scenario, our plans are subject to risks and uncertainties, including factors outside our control.

Accordingly, we have not been able to conclude that these plans are probable of being effectively implemented and, as such, they do not alleviate the substantial doubt about our ability to continue as a going concern.

Summary of significant accounting policies

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Use of estimates

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods.

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Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the consolidated statements of stockholders’ equity as a component of accumulated other comprehensive income (loss).

Adjustments that arise from exchange rate changes

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

on transactions denominated in a currency other than the local currency are included in other income (expense), net in the consolidated statements of operations as incurred.

Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other income (expense), net in the consolidated statements of operations as incurred.

Concentrations of credit risk and of significant suppliers

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For available-for-sale debt securities in an unrealized loss position, we first assess whether we intend to sell, or if it is more likely than not that we will be required to sell, the security before recovery of its amortized cost basis.

If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through a charge to interest income.

If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through a charge to investment income.

For available-for-sale debt securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors.

In making this assessment, the Company considers such factors as, among other things, the severity of the impairment, any changes in interest rates, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the short-term debt security investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general.

The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income through an allowance account.

In making this assessment, the Company considers such

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

factors as, among other things, the severity of the impairment, any changes in interest rates, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the short-term debt security investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general.

The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in investment income through an allowance account.

Any impairment that has not been recorded through an allowance for credit losses is included in other comprehensive loss on the statements of comprehensive loss.

No credit-related losses or impairments have been recognized on the Company's investments in available-for-sale debt securities during the years ended March 31, 2026 or 2025.

The Company’s short-term investments as of March 31, 2025 and 2024 had maturities of less than two years.

The Company’s short-term investments as of March 31, 2026 and 2025 had maturities of less than one year.

The Company has classified its investments with maturities beyond one year as short term, based on their highly liquid nature and because they represent the investment of cash that is available for current operations.

Property, plant and equipment

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Property, plant and equipment are stated at cost, less accumulated depreciation and amortization.

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Office equipment 5 years

Computer equipment and software 3 years

Computer equipment 3 years

Plant, manufacturing and laboratory equipment 5 years

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Impairment of long-lived assets

Long-lived assets consist of property, plant and equipment, right-to-use-asset - operating leases, and right-to-use-asset - financing leases.

Long-lived assets consist of property, plant and equipment, right-of-use-asset - operating leases, and right-of-use-asset - finance leases.

Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.

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An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount.

The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows.

To date, the Company has not recorded any impairment losses on long-lived assets.

The impairment loss would be based on the excess of the

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

carrying value of the impaired asset group over its fair value, determined based on discounted cash flows.

To date, the Company has recorded immaterial impairment losses on long-lived assets.

Fair value measurements

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• Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

• Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

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Segment information

The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions.

The Company manages its operations on a consolidated basis as a single operating segment for the purposes of assessing performance and making operating decisions.

The Company’s current focus is on developing oncolytic immunotherapies for the treatment of cancer.

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Research contract costs and accruals

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

The Company has entered into various research and development-related contracts with companies both inside and outside of the United States.

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The Company’s historical accrual estimates have not been materially different from the actual costs.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure.

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Stock-based compensation

The Company accounts for share-based payment awards granted to employees, consultants, and non-employees and directors using the fair value of the Company’s common stock on the grant date and compensation expense is recognized for those awards over the requisite service period, which is generally the vesting period of the respective award.

The grant date fair value is utilized for restricted stock units, or RSUs and performance stock units, or PSUs and is based on the closing price of the Company's common stock on the date of grant.

For PSUs, the cost is measured at the grant date based on the fair value of the award and is recognized over any relevant service period as expense when the achievement of the performance condition is probable.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield (see Note 10).

Forfeitures are accounted for as they occur.

To date, the Company has issued stock-based awards with service-based vesting conditions and records the related expense for these awards using the straight-line method.

The Company has also issued PSUs with performance-based vesting conditions and records the expense for these awards using the graded vesting method.

The Company accounts for share-based payment awards granted to employees, consultants, and non-employees and directors using the fair value of the award on the grant date and compensation expense is recognized for those awards over the requisite service period, which is generally the vesting period of the respective award.

To date, the Company has issued stock-based awards in the form of restricted stock units, or RSUs, performance stock units, or PSUs, and stock option grants.

Forfeitures for all awards are accounted for as they occur.

The grant date fair value for RSUs and PSUs is based on the closing price of the Company's common stock on the date of grant.

The Company’s RSUs have service-based vesting conditions and the related expense for these awards is recorded using the straight-line method.

The Company's PSUs have performance-based vesting conditions and expense is recognized when the achievement of the performance condition is probable.

The grant date fair value of each stock option grant is estimated using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield (see Note 10).

Expense for these awards is recorded using the straight-line method over the vesting period of the respective award.

The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

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The research and development incentives receivable represents an amount due in connection with the above program.

The Company recorded other income from research and development incentives of $ 1.8 million and $ 1.9 million during the years ended March 31, 2025 and 2024, respectively, in the consolidated statements of operations and a research and development incentives receivable of $ 3.7 million and $ 4.9 million as of March 31, 2025 and 2024, respectively, on the consolidated balance sheets.

Comprehensive loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders.

For the year ended March 31, 2025, comprehensive loss included $ 0.4 million of unrealized gains on short-term investments, net of tax, as well as $ 0.2 million of foreign currency translation gains.

For the year ended March 31, 2024, comprehensive loss included $ 0.8 million of foreign currency translation losses.

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated

The Company recorded other income

REPLIMUNE GROUP, INC.

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(Amounts in thousands, except share and per share amounts)

financial statements or in the Company’s tax returns.

from research and development incentives of $ 1.6 million and $ 1.8 million during the years ended March 31, 2026 and 2025, respectively, in the consolidated statements of operations and a research and development incentives receivable of $ 1.6 million and $ 3.7 million as of March 31, 2026 and 2025, respectively, on the consolidated balance sheets.

Comprehensive loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders.

For the year ended March 31, 2026, comprehensive loss included $ 0.3 million of unrealized losses on short-term investments, as well as $ 0.3 million of foreign currency translation gains.

For the year ended March 31, 2025, comprehensive loss included $ 0.4 million of unrealized gains on short-term investments and $ 0.2 million of foreign currency translation gains.

Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

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Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures" which expands the disclosure requirements around significant expenses and other segment items, for entities with a single reportable segment, on an interim and annual basis.

This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 during the year ended March 31, 2025.

See Note 17 Segment Information in the accompanying notes to the consolidated financial statements for further detail.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” This ASU updates income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction.

This ASU is effective for annual periods beginning after December 15, 2024 and is applicable to the Company’s fiscal year beginning April 1, 2025, with early application permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Improvements to Income Tax Disclosures.” This ASU primarily focuses on the rate reconciliation and income taxes paid.

2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold.

In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.

For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the first period ending December 31, 2025 or later, and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented.

For the year ended March 31, 2026, the Company adopted this

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

guidance in the current year on a prospective basis.

As this accounting standard only impacts disclosures, it did not have an impact on the Company's consolidated financial results.

Refer below to Note 15 - Income taxes for disclosure updates as a result of this ASU.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU-2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Topic 220):

Disaggregation of Income Statement Expenses.

The ASU requires additional disclosures of the nature of the expenses included in the income statement, including disaggregation of the expense captions presented on the Consolidated Statements of Operations into specific categories.

2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027 and allows for adoption on a prospective basis, with a retrospective option.

The ASU requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement.

This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of the ASU on the Consolidated Financial Statement disclosures.

The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06)", which is intended to simplify the capitalization guidance for internal-use software by removing references to project stages and clarifying when the capitalizing of eligible costs is required.

The new guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted.

ASU 2025-06 may be applied retrospectively or prospectively.

The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

Fair value of financial assets and liabilities

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Fair value of financial assets and liabilities (Continued)

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis:

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Money market funds $ — $ 104,275 $ — $ 104,275

US Government Agency bonds — 15,998 — 15,998

Short-term investments:

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Valuation of cash equivalents and short-term investments

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Fair value of financial assets and liabilities (Continued)

Money market funds, U.S.

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Government Agency bonds were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy.

Cash equivalents consisted of money market funds at March 31, 2025 and March 31, 2024.

Cash equivalents consisted of both money market funds and U.S.

Government Agency bonds at March 31, 2026 and money market funds at March 31, 2025.

Short-term investments

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$ 372,377 $ 349 $ ( 41 ) $ — $ 372,685

As of March 31, 2025, available-for-sale securities consisted of investments that mature within one year, with the exception of certain U.S.

Government agency bonds which had maturities between one and two years and an aggregate fair value of $ 24.8 million.

As of March 31, 2024, available-for-sale securities consisted of investments that mature within one year.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

As of March 31, 2026 and 2025, available-for-sale securities consisted of investments that mature within one year.

Property, plant and equipment, net

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Computer equipment 2,441 2,206

Plant and laboratory equipment 10,877 10,423

Plant, manufacturing and laboratory equipment 12,325 10,877

Leasehold improvements 2,504 2,504

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Depreciation and amortization expense was $ 3.3 million and $ 3.5 million for the years ended March 31, 2026 and 2025, respectively, and recorded within research and development and selling, general and administrative expenses in the consolidated statement of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Accrued expenses and other current liabilities

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Pursuant to the Loan Agreement, the Company can borrow term loans in an aggregate maximum principal amount of up to $ 200.0 million under multiple tranches (the “Term Loan Facility”).

Under the Loan Agreement, the Company borrowed an initial amount of $ 30.0 million on the Closing Date, and at the Company's sole option, could have drawn, but did not draw, an additional $ 30.0 million on or prior to September 30, 2023.

Under the Loan Agreement, the Company borrowed an initial amount of $ 30.0 million on the closing date, and at the Company's sole option, could have drawn, but did not draw down, an additional $ 30.0 million on or prior to September 30, 2023.

The Company can also draw as additional term loan advances in an aggregate principal amount of up to $ 115.0 million during the term of the Term Loan Facility subject to achievement of specified performance milestones, and two additional term loan advances up to an aggregate principal amount of $ 25.0 million subject to certain terms and conditions, on or prior to the end of the interest-only period.

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The Loan Agreement was subsequently amended (the "Amendment") on June 28, 2023 pursuant to which the Company agreed to draw an initial term loan advance in an aggregate principal amount not less than $ 30.0 million, provided that the aggregate amount of the term loan advances made under tranche 1 do not exceed $ 30.0 million, which reflects a decrease of $ 30.0 million from the $ 60.0 million in the original Loan Agreement for tranche 1.

The total amount of the Loan Agreement, as

The total amount of the Loan Agreement, as well as the outstanding balance of the loan, was unchanged, but the option to borrow additional funds were redistributed from tranche 1 to tranche 2.

A second amendment was made to the Loan Agreement (the "Second Amendment") on December 22, 2023 pursuant to which the Company agreed to draw a term loan advance in an aggregate principal amount not less than $ 15.0 million, provided that the aggregate amount of the term loan advances made under tranche 2 do not exceed $ 15.0 million on or prior to December 31, 2023.

The Second Amendment re-allocated the total future consideration of the Loan Agreement to the future tranches extending through September 2026, subject to the terms and conditions of the Loan Agreement.

The Second Amendment did not change the total aggregate maximum principal amount to be drawn under the Loan Agreement, which remained up to $ 200.0 million.

Upon closing of the Second Amendment on December 22, 2023, the Company drew down the tranche 2 amount of $ 15.0 million.

A third amendment was made to the Loan Agreement (the "Third Amendment") on January 29, 2026 (the "Third Amendment Closing Date") pursuant to which the Company drew down the tranche 3 loan advance amount of $ 35.0 million.

The Third Amendment maintains a $ 200.0 million maximum principal amount and re-allocates the future tranches extending through December 2027, subject to the terms and conditions of the Loan Agreement.

In addition, the Third Amendment extends the amortization date, with a balloon payment, inclusive of accrued interest and principal due on the maturity date of October 1, 2027.

The Third Amendment provides that if the Company receives FDA approval prior to October 1, 2027, the amortization and maturity date shall be extended to October 1, 2029.

Borrowings under the Loan Agreement are repayable in monthly interest-only payments through September 2027, with the outstanding principal balance of the Term Loan Facility bearing interest payable in cash at a floating rate per annum equal to the greater of (i) 8.50 % and (ii) the Prime Rate plus 1.75 %.

REPLIMUNE GROUP, INC.

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Long-term debt (Continued)

well as the outstanding balance of the loan, is unchanged, but the option to borrow additional funds were redistributed from tranche 1 to tranche 2.

The impact of this amendment is not a modification, as it does not relate to outstanding debt, but is rather an amendment that provides for a future potential benefit.

There was no material impact to the financial statements as a result of the Amendment.

The Second Amendment did not change the total aggregate maximum principal amount to be drawn under the Loan Agreement, which remains as up to $ 200.0 million.

The Company evaluated the Second Amendment as a modification under relevant accounting guidance, and based on that analysis and the immaterial change in cash flows on current outstanding debt, it was determined that there was no material accounting impact.

Upon closing of the Second Amendment, the Company drew down the tranche 2 amount of $ 15.0 million.

The Term Loan Facility will mature on October 1, 2027 (the “Maturity Date”).

The outstanding principal balance of the Term Loan Facility bears interest payable in cash at a floating rate per annum equal to the greater of (i) 7.25 % and (ii) the sum of the Prime Rate (which is capped at 7.25 %) and 1.75 %.

Accrued interest is payable monthly following the funding of each term loan advance.

In addition, the principal balance of the Term Loan Facility will bear “payment-in-kind” interest at the rate of 1.50 % (“PIK Interest”), which PIK Interest will be added to the outstanding principal balance of the Term Loan Facility on each interest payment date.

Borrowings under the Loan Agreement are repayable in monthly interest-only payments through September 2026.

After the interest-only payment period, borrowings under the Loan Agreement are repayable in equal monthly payments of principal and accrued interest until October 2027.

At the Company's option, the Company may prepay all or a portion of the outstanding borrowings, subject to a prepayment fee of 3.0 % of the principal amount if prepayment occurs during the 12 months following the Closing Date, 2.0 % after 12 months following the Closing Date but prior to 36 months following the Closing Date, and 1.0 % thereafter.

The principal balance of the Term Loan Facility will also bear “payment-in-kind” interest at the rate of 1.50 % (“PIK Interest”), which PIK Interest will be added to the outstanding principal balance of the Term Loan Facility on each interest payment date.

At the Company's option, the Company may prepay all or a portion of the outstanding borrowings, subject to a prepayment fee of 3.0 % of the principal amount if prepayment occurs during the 12 months following the Third Amendment Closing Date, 2.0 % after 12 months following the Third Amendment Closing Date but prior to 36 months following the Closing Date, and 1.0 % thereafter.

The Loan Agreement contains customary facility fees, events of default and representations, warranties and affirmative and negative covenants, including a financial covenant requiring the Company to maintain unrestricted cash in an amount not less than 35 % of the aggregate outstanding secured obligations under the Loan Agreement in accounts subject to a control agreement in favor of the Agent (the “Unrestricted Cash”) at all times commencing on January 1, 2024.

In addition, the Loan Agreement also contains a financial covenant that beginning on the later of (i) July 1, 2024 and (ii) the date on which the aggregate outstanding principal amount of the Term Loan Facility is equal to or greater than $ 100.0 million, the Company is required to satisfy one of the following requirements:

In addition, the Loan Agreement, as amended, also contains a financial covenant that beginning on the later of (i) July 1, 2026 and (ii) the date on which the aggregate outstanding principal amount of the Term Loan Facility is equal to or greater than $ 100.0 million, the Company is required to satisfy one of the following requirements:

(1) achieve a minimum amount of trailing three-month net product revenue tested on a monthly basis, (2) maintain a market capitalization in excess of $ 1.2 billion and Unrestricted Cash in an amount no less than 50 % of the outstanding amount under the Term Loan Facility, or (3) maintain Unrestricted Cash in an amount no less than 85 % of the outstanding amount under the Term Loan Facility.

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The summary of obligations under the term loan as of March 31, 2026 and 2025 consisted of the following (in thousands):

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Long-term debt (Continued)

March 31, 2026 March 31, 2025

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March 31, 2026

Thereafter 27,769

Total $ 84,150

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Stockholders’ Equity

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Stockholders’ Equity (Continued)

As of March 31, 2026 and 2025, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue up to 150,000,000 shares of common stock, par value $ 0.001 per share.

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There were no undesignated preferred shares issued or outstanding as of March 31, 2026 and 2025.

On August 3, 2023, the the Company and Leerink Partners LLC (the "Current Agent") entered into a sales agreement, which was subsequently amended on May 16, 2024, and on November 25, 2024 (as so amended, the "2023 Sales Agreement").

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Stockholders’ Equity (Continued)

On August 3, 2023, the Company and Leerink Partners LLC (the "Current Agent") entered into a sales agreement, which was subsequently amended on May 16, 2024, November 25, 2024 and May 22, 2025 (as so amended, the "2023 Sales Agreement").

Under the 2023 Sales Agreement, the Company may sell, from time to time, at its option, up to an aggregate of $ 100.0 million of share of the Company's common stock, $ 0.001 par value shares (the "Shares"), through the Current Agent, as the Company's sales agent.

Any Shares to be offered and sold under the 2023 Sales Agreement will be issued and sold (i) by methods deemed to be an “at the market offering” (“ATM”) as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or if authorized by the Company, in negotiated transactions or block trades, and (ii) pursuant to a registration statement on Form S-3 filed by the Company with the Securities and Exchange Commission on August 3, 2023, as amended for an offering of various securities, including shares of the Company’s common stock, preferred stock, debt securities, warrants and/or units for sale to the public in one or more public offerings.

Any Shares to be offered and sold under the 2023 Sales Agreement will be issued and sold (i) by methods deemed to be an “at the market offering” (“ATM”) as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or if authorized by the Company, in negotiated transactions or block trades, and (ii) pursuant to a registration statement on Form S-3 filed by the Company with the Securities and Exchange Commission on November 6, 2025, which became effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933, as may be amended from time to time, for an offering of various securities, including shares of the Company’s common stock, preferred stock, debt securities, warrants and/or units for sale to the public in one or more public offerings.

Subject to the terms of the 2023 Sales Agreement, the Current Agent will use reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose).

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The Company has also agreed to provide the Current Agent with customary indemnification rights.

During the years ended March 31, 2025 and 2024, the Company did not issue or sell any shares under the 2023 Sales Agreement.

During the year ended March 31, 2026, pursuant to the 2023 Sales Agreement, the Company issued and sold an aggregate of 4,019,975 shares of its common stock, resulting in net proceeds of $ 31.1 million, with $ 67.9 million left to sell under the Agreement.

During the year ended March 31, 2025, the Company did not issue or sell any shares under the 2023 Sales Agreement.

The Company cannot provide any assurances that it will issue any additional Shares pursuant to the 2023 Sales Agreement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Stockholders’ Equity (Continued)

Equity offerings

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The 14,058,153 shares of the Company's common stock underlying the pre-funded warrants issued by the Company are not included in the number of issued and outstanding shares of the Company’s common stock outstanding as reported on the consolidated balance sheet, though they are included in the Company's annual pool increase calculation as well as the weighted average outstanding common stock in the calculation of basic and diluted net loss per share, as noted below in Note 11.

During the year ended March 31, 2026, one pre-IPO warrant holder exercised 248,672 of the Company's pre-funded warrants for an exercise price of $ 1.01 per pre-funded warrant.

In addition, a second holder of the Company's pre-IPO warrants exercised 248,672 of the Company's pre-funded warrants for an exercise price of $ 1.01 per pre-funded warrant.

As a result of the exercises, the Company issued 497,344 shares of Common Stock in exchange thereof.

During the year ended March 31, 2025, a holder of the Company's pre-funded warrants exercised 739,225 of its pre-funded warrants for an exercise price of $ 0.001 per pre-funded warrant and the Company issued 739,225 shares of Common Stock in exchange thereof.

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$ 32,272 $ 35,044

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Stock-based compensation (Continued)

The following table summarizes stock-based compensation expense by award type for the years ended March 31, 2026 and 2025 as follows:

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$ 32,272 $ 35,044

2015 Enterprise Management Incentive Share Option Plan

The 2015 Enterprise Management Incentive Share Option Plan of Replimune UK (the “2015 Plan”) provided for Replimune UK to grant incentive stock options, non-statutory stock options, stock awards, stock units, stock appreciation rights and other stock-based awards.

Incentive stock options are granted only to the Company’s employees, including officers and directors who are also employees.

Non-statutory stock options are granted to employees, members of the board of directors, outside advisors and consultants of the Company.

2017 Equity Compensation Plan

In July 2017, in conjunction with reorganization by Replimune Limited, pursuant to which each shareholder thereof exchanged their outstanding shares in Replimune Limited for shares in Replimune Group, Inc., on a one -for-one basis (the "Reorganization"), the 2015 Plan was terminated, and all awards were cancelled with replacement awards issued under the 2017 Equity Compensation Plan (the “2017 Plan”).

Subsequent to the Reorganization, no additional grants have been or will be made under the 2015 Plan and any outstanding awards under the 2015 Plan have continued, and will continue with their original terms.

The Company concluded that the cancellation of the 2015 Plan and issuance of replacement awards under the 2017 Plan was a modification with no change in the material rights and preferences and therefore no recorded change in the fair value of each respective award.

The Company’s 2017 Plan provides for the Company to grant incentive stock options or non-statutory stock options, stock awards, stock units, stock appreciation rights and other stock-based awards.

Incentive stock options were granted under the 2017 Plan only to the Company’s employees, including officers and directors who were also employees.

Restricted stock awards and non-statutory stock options were granted under the 2017 Plan to employees, officers, members of the board of directors, advisors and consultants of the Company.

The maximum number of common shares that may be issued under the 2017 Plan was 2,659,885 , of which no ne remained available for future grants as of March 31, 2025.

Shares with respect to which awards have expired, terminated, surrendered or cancelled under the 2017 Plan without having been fully exercised will be available for future awards under the 2018 Plan referenced below.

In addition, shares of common stock that are tendered to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Stock-based compensation (Continued)

the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards.

2018 Omnibus Incentive Compensation Plan

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As of March 31, 2026, 1,569,457 shares remained available for future grants under the 2018 Plan.

The 2015 Plan, the 2017 Plan and the 2018 Plan are administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors.

The 2018 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors.

However, the board of directors shall administer and approve all grants made to non-employee directors.

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The RSUs typically vest over four approximately equal annual installments with the first such installment occurring on a designated vesting date that is approximately on the one year anniversary date of the date of grant and the subsequent installments occurring on the subsequent three annual anniversaries of the designated vesting date.

In January 2024, the Board of Directors approved the award of PSUs, under the 2018 Plan in addition to the aforementioned stock option awards and RSUs available as part of the Company’s equity incentive for employees, officers, advisors and consultants of the Company.

The PSUs will become vested upon the achievement of the approval of the Company's first Biologics Licnese Application ("BLA") for RP1 by the Food and Drug Administration ("FDA") no later than June 30, 2026, and the expense recognized for these awards is based on the grant date fair value of the Company's common stock multiplied by the number of units granted.

The timing of recognition of this stock-based compensation expense commences upon our determination that the related performance conditions are considered probable of being achieved.

In 2024, the Board of Directors approved the award of performance stock units ("PSUs"), under the 2018 Plan in addition to the aforementioned stock option awards and RSUs available as part of the Company’s equity incentive for employees, officers, advisors and consultants of the Company, subject to non-market performance and service conditions.

The grant date fair value for the PSUs is determined based on the market price of the Company's common stock on the grant date and expense is recognized over the requisite service period if and when the achievement of such performance condition is determined to be probable by the Company.

The PSUs will become vested, if at all, upon the achievement of the approval of the Company's first Biologics License Application ("BLA") for RP1 by the Food and Drug Administration ("FDA") no later than June 30, 2026.

The timing of recognition of this stock-based compensation expense is subject to our judgment as to when the performance conditions are considered probable of being achieved.

The Company did no t grant any PSUs under the 2018 Plan during the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Stock-based compensation (Continued)

year ended March 31, 2026.

The Company granted 246,110 PSUs under the 2018 Plan during the year ended March 31, 2025.

If the Company does not achieve the approval of the Company's first BLA for RP1 before the expiration of June 30, 2026 then no PSU will be earned or vested.

The Company reassesses the probability of achieving the performance condition at each reporting period.

As of March 31, 2026, the Company has not recognized any expense related to PSUs.

Employee Stock Purchase Plan

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The total shares of common stock initially reserved for issuance under the ESPP is limited to 348,612 shares.

In addition, as of the first trading day of each fiscal year during the term of the ESPP (excluding any extensions), an additional

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Stock-based compensation (Continued)

number of shares of the Company’s common stock equal to 1 % of the total number of shares outstanding on the last trading day in the immediately preceding fiscal year, which includes for these purposes, the 14,058,153 shares issuable upon exercise of those pre-funded warrants described in Note 9 to these consolidated financial statements, or 697,224 shares, whichever is less (or such lesser amount as determined by the Company’s board of directors) will be added to the number of shares authorized under the ESPP.

In addition, as of the first trading day of each fiscal year during the term of the ESPP (excluding any extensions), an additional number of shares of the Company’s common stock equal to 1 % of the total number of shares outstanding on the last trading day in the immediately preceding fiscal year, which includes for these purposes, the 14,058,153 shares issuable upon exercise of those pre-funded warrants described in Note 9 to these consolidated financial statements, or 697,224 shares, whichever is less (or such lesser amount as determined by the Company’s board of directors) will be added to the number of shares authorized under the ESPP.

In accordance with the terms of the ESPP, on April 1, 2025, the number of shares reserved for issuance under the ESPP automatically increased by 697,224 , for a total of 4,102,399 shares reserved for the ESPP.

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Out-of-Plan Inducement Grant

From time to time, the Company grants equity awards to newly hired employees and executives as an inducement to enter into employment with the Company.

The grants constitute "employment inducement grants" in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules and was issued outside of the 2018 Plan and each of the other stock incentive plans described above.

From time to time, the Company grants equity awards to newly hired employees and executives as a material inducement to enter into employment with the Company.

The grants constitute "employment inducement grants" in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules and have been issued outside of the 2018 Plan and each of the other stock incentive plans described above.

The inducement grants typically include nonqualified stock options to purchase shares of the Company's common stock, as well as restricted stock unit grants representing shares of the Company's common stock.

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The fair value of each RSU and PSU is estimated on the date of grant based on the fair value of our common stock on that same date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Stock-based compensation (Continued)

The following table presents, on a weighted-average basis, the assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors:

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Expected dividend yield 0 % 0 %

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Stock-based compensation (Continued)

Stock options

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Restricted and performance stock units

In January 2024, the Board approved a one-time PSU award under the 2018 Plan for all employees at the vice president level and below as of January 31, 2024, subject to non-market performance and service conditions.

The grants will become vested upon the achievement of the approval of the Company’s first Biologics License Application (“BLA”) for RP1 by the Food and Drug Administration (“FDA”) no later than June 30, 2026.

If the Company does not achieve the approval of the Company's first BLA for RP1 before the expiration of June 30, 2026 then no PSU will be earned or vested.

The grant date fair value for the PSUs is determined based on the market price of the Company's common stock on the grant date and is recognized over the requisite service period if and when the achievement of such performance condition is determined to be probable by the Company.

The Company reassesses the probability of achieving the performance condition at each reporting period.

As of March 31, 2025, the Company has not recognized any expense related to PSUs.

A summary of the changes in the Company’s RSUs and PSUs during the year ended March 31, 2026 is as follows:

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Outstanding as of March 31, 2026 5,508,882 $ 9.69

During the years ended March 31, 2026 and 2025, the weighted average grant date fair value of awards granted is $ 30.8 million and $ 19.0 million, respectively.

In addition, the total fair value of shares vested during the years ended March 31, 2026 and 2025 is $ 16.0 million and $ 13.5 million, respectively.

As of March 31, 2026, there was $ 36.3 million of total unrecognized compensation cost related to unvested restricted stock units which vest over time, which primarily will be recognized over a weighted-average period of 2.1 years.

In addition, the Company has unrecognized expense of approximately $ 4.5 million related to performance based awards with vesting tied to the achievement of a company milestone.

Net loss per share

In addition, the

REPLIMUNE GROUP, INC.

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(Amounts in thousands, except share and per share amounts)

Net loss per share (Continued)

Stock-based compensation (Continued)

Company has unrecognized expense of approximately $ 4.1 million related to performance based awards with vesting tied to the achievement of a company milestone.

Net loss per share

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts):

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In February 2018, the Company entered into an agreement with Bristol-Myers Squibb Company (“BMS”).

Pursuant to the agreement, BMS will provide to the Company, at no cost, nivolumab, its anti-PD-1 therapy, for use in the Company’s ongoing clinical trial of RP1.

Pursuant to the agreement, BMS will provide to the Company, at no cost, a compound for use in the Company’s ongoing clinical trial of RP1.

Under the agreement, the Company will sponsor, fund and conduct the clinical trial in accordance with an agreed-upon protocol.

BMS granted the Company a non-exclusive, non-transferrable, royalty-free license (with a right to sublicense) under its intellectual property to use nivolumab in the clinical trial and agreed to supply nivolumab, at no cost to the Company, for use in the clinical trial.

Both parties will own the study data produced in the clinical trial, other than study data related solely to nivolumab, which will belong solely to BMS, or study data related solely to RP1, which will belong solely to us.

BMS granted the Company a non-exclusive, non-transferrable, royalty-free license (with a right to sublicense) under its intellectual property to its compound in the clinical trial and agreed to supply its compound, at no cost to the Company, for use in the clinical trial.

In January 2020, this agreement was expanded to cover an additional cohort of 125 patients with anti-PD-1 failed melanoma.

9 unchanged sentences

Under the agreement, the companies intended to collaborate in 30 patient cohort signal finding studies in third-line, or 3L, CRC and in first- and second-line, or 1L and 2L, respectively, HCC.

Following the Company's re-prioritization of its product development portfolio in December 2023, the Company has agreed with Roche to terminate the CRC collaboration and pursue the 2L cohort in HCC with RP2 only.

Following the Company's re-prioritization of its product development portfolio in December 2023, the Company agreed with Roche to terminate the CRC collaboration and pursue the 2L cohort in HCC with RP2 only.

Roche has continued to supply its currently approved drugs, atezolizumab and bevacizumab for the 2L cohort in HCC but is not sharing costs following the Company's re-prioritization.

5 unchanged sentences

During the years ended March 31, 2026 and 2025, the Company did not make any payments to Roche under the terms of the agreement.

The Company did no t record any offset to research and development expenses during the year ended March 31, 2025, and the Company recorded $ 2.7 million as an offset to research and development expenses during the years ended March 31, 2024.

During the years ended March 31, 2025 and 2024, the Company received payments under the terms of the agreement from Roche of $ 1.8 million and $ 1.7 million, respectively.

As of March 31, 2025, the Company had no receivables recorded from Roche in connection with this agreement.

As of March 31, 2024, the Company had $ 1.8 million in receivables recorded from Roche.

The Company did no t record any offset to research and development expenses during the year ended March 31, 2026 and 2025.

The Company did no t receive any payments under the terms of the agreement from Roche during the year ended March 31, 2026, and the Company received $ 1.8 million under the terms of the agreement for the year ended March 31, 2025.

As of March 31, 2026 and 2025, the Company had no receivables recorded from Roche in connection with this agreement.

In August 2023 the Company entered into a Settlement Agreement with Amgen and mutually agreed to terminate the Company's challenges to Amgen's patents.

1 unchanged sentence

Commitments and contingencies

The Company leases real estate assets and equipment, and determination if an arrangement is a lease occurs at inception.

The Company leases real estate assets and equipment, and the determination if an arrangement is a lease occurs at inception.

For leases with terms greater than 12 months, the Company records a related right-of-use (“ROU”) asset and lease liability at the present value of lease payments over the term.

6 unchanged sentences

The Company’s lease terms include options to extend or terminate leases when the Company concludes it is reasonably certain that it would exercise those options.

Lease expense for minimum lease payments is

Lease expense for minimum lease payments is recognized on a straight-line basis based on the fixed components of a lease arrangement.

The Company amortizes this expense

REPLIMUNE GROUP, INC.

2 unchanged sentences

Commitments and contingencies (Continued)

recognized on a straight-line basis based on the fixed components of a lease arrangement.

The Company amortizes this expense over the term of the lease beginning with the date of initial possession, which is the date the Company can enter the leased space and begin to make improvements in preparation for its intended use.

over the term of the lease beginning with the date of initial possession, which is the date the Company can enter the leased space and begin to make improvements in preparation for its intended use.

Variable lease components represent amounts that are not fixed in nature and are not tied to an index or rate, and are recognized as incurred.

2 unchanged sentences

Finance lease costs:

Amortization of right-to-use asset $ 2,428 $ 2,428

Amortization of right-of-use asset $ 2,428 $ 2,428

Interest on lease liabilities 2,063 2,118

5 unchanged sentences

Research and development $ 2,428 $ 2,428

Other income, net

Other expense 2,063 2,118

Operating Lease Costs

2 unchanged sentences

Total lease cost $ 5,647 $ 5,675

The following table summarizes the maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating and financing lease liabilities recognized on our balance sheet as of March 31, 2025:

The following table summarizes the maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating and finance lease liabilities recognized on our balance sheet as of March 31, 2026:

March 31, 2026

Operating leases Financing lease Total

Operating leases Finance lease Total

2027 $ 1,160 $ 2,883 $ 4,043

11 unchanged sentences

Commitments and contingencies (Continued)

The following table provides lease disclosure as of and for the year ended March 31, 2025:

The following table provides lease disclosure as of and for the years ended March 31, 2026 and 2025:

March 31, 2026 March 31, 2025

Right-to-use operating lease asset $ 3,998 $ 4,635

Right-to-use finance lease asset 34,808 37,237

Total lease assets $ 38,806 $ 41,872

Operating lease liabilities, current $ 1,184 $ 1,161

Finance lease liabilities, current 2,799 2,718

Operating lease liabilities, non-current 3,076 3,771

Finance lease liabilities, non-current 22,729 23,410

Total lease liabilities $ 29,788 $ 31,060

Other information

Cash paid for amounts included in the measurement of lease liabilities:

2 unchanged sentences

Financing cash flows from finance leases $ 736 $ 599

Right-to-use asset obtained in exchange for new operating lease liabilities

Weighted-average remaining lease term – operating leases 3.8 years 4.7 years

Weighted-average remaining lease term – financing leases 14.3 years 15.3 years

Weighted-average remaining lease term – finance leases 13.3 years 14.3 years

Weighted-average discount rate – operating leases 10.4 % 10.4 %

Weighted-average discount rate – financing leases 8.3 % 8.3 %

Weighted-average discount rate – finance leases 8.3 % 8.3 %

The va riable lease costs and short-term lease costs were insignificant for the years ended March 31, 2026 and 2025, respectively.

9 unchanged sentences

Legal proceedings

The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities.

Benefit plans

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business.

The Company records a liability for such matters when it is probable that future losses will be incurred and that such losses can be reasonably estimated.

Significant judgment is required to determine both probability and the estimated amount.

On July 24, 2025, a class action complaint alleging violations of the federal securities laws was filed against the Company and its directors and certain officers in the United States District Court for the District of Massachusetts, or the District of Massachusetts.

The complaint, captioned Jboor v.

Replimune Group, Inc.

et al., Case No.

1:25-cv-12085-JEK, was filed shortly after the Company announced it received a complete response letter from the FDA for its RP1 BLA for the treatment of advanced melanoma on July 22, 2025 and the subsequent decline in the trading price of the Company's common stock.

The Court has appointed a lead plaintiff, or the Lead Plaintiff.

On January 13, 2026, Lead Plaintiff filed an amended complaint.

The Company and the other defendants deny any wrongdoing and continue to vigorously defend this action.

Following the class action complaint, three shareholders filed separate derivative actions on behalf of the Company in the District of Massachusetts captioned Chea v.

Patel et al., Case No.

1:25-cv-12316-JEK, Wright v.

Patel et al., Case No.

1:25-cv-12401-WGY, and Vochten v.

Patel et al., Case No.

1:25-cv-12484-JEK.

The plaintiffs allege substantially similar facts as the class action complaint and assert that the Company’s directors and officers breached their fiduciary duties.

The parties have consolidated the derivative actions and agreed to a stay pending further developments in the class action.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Commitments and contingencies (Continued)

On September 10, 2025, the Company received a letter from a shareholder demanding that the Company's board of directors take action to address alleged wrongdoing by certain directors and officers.

The demand letter alleged substantially similar facts as the class action and derivative action complaints.

The board of directors determined to defer action on the demand pending further developments in the class action.

On September 29, 2025, the SEC informed the Company that it was conducting an investigation and requested that the Company produce certain documents and communications connected with the RP1 BLA.

The investigation is reviewing essentially the same subject matter raised in the litigation following the CRL.

On June 24, 2026, the SEC informed the Company that it has concluded its investigation of the Company and that it is not recommending an enforcement action be taken against the Company.

Following the second CRL issued by the FDA on April 10, 2026 for the Company's RP1 BLA for the treatment of advanced melanoma, the Lead Plaintiff filed a second amended complaint in the class action that addresses the second CRL.

The Company’s and the other defendants’ response is due July 20, 2026.

As the matters noted above are preliminary, the Company is unable to determine whether any loss will ultimately occur and cannot reasonably estimate the range of expected exposure.

Therefore, the Company has not recorded any liability in the condensed consolidated financial statements as of and for the year ended March 31, 2026.

Benefit plans

The Company established a defined-contribution savings plan under Section 401(k) of the Code (the “401(k) Plan”).

8 unchanged sentences

Total $ ( 314,491 ) $ ( 246,829 )

During the year ended March 31, 2025 and 2024, the Company recorded an income tax provision of $ 0.5 million and $ 0.4 million, respectively, related to U.S.

current taxes primarily due to the transfer pricing arrangement between the U.S.

and the U.K., as well as unfavorable adjustments related to stock compensation, resulting in U.S.

taxable income partially reduced by certain prior year available net operating losses and U.S.

tax partially reduced by certain credits.

Income tax (benefit) expense consisted of the following:

Year ended March 31,

Current income tax (benefit) provision:

Federal $ ( 313 ) $ 468

State ( 238 ) —

Foreign (United Kingdom) — —

Total current income tax (benefit) provision:

$ ( 551 ) $ 468

During the year ended March 31, 2026 and 2025, the Company recorded an income tax benefit of $ 0.6 million and a provision of $ 0.5 million, respectively.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Income taxes (Continued)

Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period.

1 unchanged sentence

The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years.

The Company’s assessment is based on the weight of available evidence, including cumulative losses since inception and expected future losses and, as such, the Company does not believe it is more likely than not that the deferred tax assets will be realized.

It was determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized.

Accordingly, a full valuation allowance was maintained as of March 31, 2026 and 2025.

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective tax rate for the years ended March 31, 2025 and 2024 is as follows:

A reconciliation of taxes at the U.S.

federal statutory income tax rate to the Company’s benefit from income taxes for the year ended March 31, 2026 in accordance with the guidance upon adoption of ASU 2023-09 is as follows:

Year Ended March 31,

Amount Percent

Pre tax loss $ ( 314,491 )

Federal statutory tax rate ( 66,043 ) 21.0 %

State and local income taxes, net of federal benefit ( 2,516 ) 0.8 %

Foreign tax effects:

United Kingdom

Change in valuation allowance 63,295 ( 20.1 ) %

Statutory tax rate difference between U.K.

( 9,938 ) 3.2 %

Other ( 1,186 ) 0.4 %

Federal R&D credit ( 15,381 ) 4.9 %

Change in valuation allowance 20,265 ( 6.4 ) %

Nontaxable or nondeductible items:

Other ( 788 ) 0.3 %

Stock compensation 2,204 ( 0.7 ) %

Changes in unrecognized tax benefits 9,537 ( 3.0 ) %

Total $ ( 551 ) 0.2 %

The Company's effective tax rate includes the effects of state and local income taxes, net of the federal income tax benefit, which are primarily attributable to Massachusetts, where the Company has significant business activities.

Massachusetts has a higher effective tax rate compared to other jurisdictions where the Company operates, and together, accounts for more than half of the Company's total state tax benefit.

The reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended March 31, 2025 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Income taxes (Continued)

Year Ended March 31,

federal statutory income tax rate ( 21.0 ) %

5 unchanged sentences

Change in valuation allowance 24.3 %

Other 1.0 % 0.0 %

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Income taxes (Continued)

Components of the Company’s deferred tax assets as of March 31, 2025 and 2024 were as follows:

The components of the Company’s deferred tax assets as of March 31, 2026 and 2025 were as follows:

Year Ended March 31,

17 unchanged sentences

As of March 31, 2026, the Company had U.S.

state net operating loss carryforwards of $ 54.4 million before gross unrecognized tax benefits from uncertain tax positions, which will begin to expire in 2040.

state net operating loss carryforwards of $ 102.4 million, which will begin to expire in 2038.

As of March 31, 2026, the Company had U.K.

net operating loss carryforwards of approximately $ 987.2 million, which can be carried forward indefinitely.

federal and state, as well as U.K., net operating loss carryforwards are based on tax returns filed and does not reflect gross unrecognized tax benefits from uncertain tax positions in the U.S.

federal and state, as well as U.K., net operating loss carryforwards are based on tax returns filed and does not reflect uncertain tax positions in the U.S.

and offsetting positions in the U.K.

1 unchanged sentence

As of March 31, 2026, the Company had U.S.

federal research and development credit carryforwards of approximately $ 5.4 million before gross unrecognized tax benefits from uncertain tax positions, which begin to expire in 2041.

Additionally, the Company has state research and development credit carryforwards of approximately $ 1.5 million before gross unrecognized tax benefits from uncertain tax positions, which will begin to expire in 2036.

Utilization of the U.S.

federal and state net operating loss as well as research and development credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future.

These ownership changes may limit the amount of net operating loss as well as research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively.

The Company has completed a study through March 31, 2025 and determined that an ownership change occurred on July 19, 2018.

Due to the ownership change, the utilization of certain net operating loss as well as research and development credit carryforwards to offset future taxable income and tax are limited;

however, none of the net operating loss as well as research and development credits are expected to expire unutilized.

federal research and development credit carryforwards of approximately $ 21.0 million, which begin to expire in 2040.

Additionally, the Company has state research and development credit carryforwards of approximately $ 9.0 million, which will begin to expire in 2036.

REPLIMUNE GROUP, INC.

2 unchanged sentences

Income taxes (Continued)

Utilization of the U.S.

federal and state net operating loss as well as research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future.

These ownership changes may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income and tax liabilities, respectively.

The Company has completed a study and determined that an ownership change occurred on July 19, 2018.

Due to the ownership change, the utilization of certain net operating loss carryforwards to offset future taxable income and is limited under IRC Section 382;

however, none of the net operating losses are expected to expire unutilized.

Changes in the valuation allowance for deferred tax assets during the years ended March 31, 2026 and 2025 related primarily to the increase in net operating loss carryforwards were as follows:

3 unchanged sentences

(Decreases) increases recorded to equity

( 109 ) 2,060

Valuation allowance as of end of year $ 312,035 $ 221,629

21 unchanged sentences

As of March 31, 2026 and 2025, income taxes on outside basis differences, primarily related to undistributed earnings, of the Company’s subsidiary have not been provided for as the Company intends to indefinitely reinvest its outside basis differences, and the undistributed earnings were in a cumulative and overall deficit.

The following summarizes the Company's income taxes paid, net of refunds received, for the year presented below:

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Income taxes (Continued)

Year Ended March 31,

Federal $ 130

Massachusetts ( 135 )

Total $ ( 5 )

Geographic information

7 unchanged sentences

Segment Information

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Segment information (Continued)

The Company manages its operations as a single operating and reportable segment with a focus on developing and commercializing novel oncolytic immunotherapies in order to treat cancer.

The Company manages its operations on a consolidated basis as a single operating and reportable segment with a focus on developing and commercializing novel oncolytic immunotherapies in order to treat cancer.

The Company defines its segments on the basis of the way in which internally reported financial information is regularly reviewed to analyze financial performance and make operating decisions.

2 unchanged sentences

The following table presents selected financial information with respect to the Company's single operating segment, including significant segment expenses by program, for the years ended March 31, 2026 and 2025:

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

Segment information (Continued)

Year Ended March 31,

20 unchanged sentences

1 Includes personnel-related costs and other costs

Subsequent events

On April 10, 2026 the Company received a CRL from the FDA for the BLA for RP1 in combination with nivolumab for the treatment of advanced melanoma.

As a result of the CRL, the Company announced its plan for a restructuring, which included a reduction of its workforce by approximately 55 %.

As a result of this reduction in force, the Company estimates that it will record a charge in the range of $ 9.8 million to $ 10.3 million during the three months ended June 30, 2026, related to employee termination benefits, including severance, all of which is anticipated to result in cash expenditures.

Communication has been made to all impacted employees under this restructuring plan.

The Company expects the reduction in force to be substantially complete by the end of the first quarter of fiscal 2027.

Exhibit index

16 unchanged sentences

8-K December 12, 2022 4.1

4.7 F orm of Pre-Funded Warrant (June 2024)

4.7 Form of Pre-Funded Warrant (June 2024)

8-K June 13, 2024 4.1

4.8 F orm of Pre-Funded Warrant ( D ec ember 2024)

4.8 Form of Pre-Funded Warrant (December 2024)

December 4, 2024 4.1

52 unchanged sentences

10-Q February 8, 2024 10.1

10.29 T hird Amendment to Loan and Security Agreement, dated as of J anuary 2 9, 2026, by and amon g Rep limune Group Inc.

, Replimune, Inc., Replimune Limited and Hercules Capital, Inc.

10-Q February 3, 2026 10.3

10.30† Employment Agreement, dated as of December 1, 2022, by and between Konstantinos Xynos and Replimune, Inc.

14 unchanged sentences

May 16, 2024 10.35

Consulting Agreement, dated as of March 25, 2024, by and between Robert Coffin and Replimune, Inc.

May 16, 2024 10.36

10.37† Amendment to Consulting Agreement, dated as of May 30, 2025, by and between Robert Coffin and Replimune, Inc.

10-Q August 7, 2025 10.1

10.38† Separation Agreement and Release, dated as of May 18, 2023 by and between Jean Franchi and Replimune, Inc.

10 unchanged sentences

November 12, 2024 10.1

F or m of U.K.

Inducement Restricted Stock Unit Grant Agreement

November 12, 2024 10.2

Executive Severance Plan for Chief-Level Executives

November 12, 2024 10.3

Exhibit Number Exhibit Description Incorporated by Reference

Form Date Number

10.45† Form of U.K.

Strategic Initiative Restricted Stock Unit Grant Agreement

February 3, 2026 10.1

10.46† Form of U.S.

Strategic Initiative Restricted Stock Unit Grant Agreement

February 3, 2026 10.2

10.47† Executive Severance Plan for Chief-Level Executives

November 12, 2024 10.3

10.48 Securities Purchase Agreement, dated June 12, 2024, by and among Replimune Group, Inc.

1 unchanged sentence

June 13, 2024 10.1

F orm of Registration Rights Agreement

10.49 Form of Registration Rights Agreement

June 13, 2024 10.2

3 unchanged sentences

March 7, 2025 10.1

R eplimune Group, Inc.

19.1 Replimune Group, Inc.

Amended and Restated Insider Trading Policy

10-K May 22, 2025 19.1

21.1* Subsidiaries of the Registrant.

4 unchanged sentences

32.2** Certification of the Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

R eplimune Group, Inc.

Cla wback Policy

Replimune Group, Inc.

Clawback Policy

101.INS* Inline XBRL Instance Document.

12 unchanged sentences

REPLIMUNE GROUP, INC.

May 22, 2025 By:

June 29, 2026 By:

/s/ SUSHIL PATEL

8 unchanged sentences

(Principal Executive Officer)

June 29, 2026

/s/ EMILY HILL

Chief Financial Officer, (Principal Financial Officer)

June 29, 2026

/s/ ANDREW SCHWENDENMAN Chief Accounting Officer,

(Principal Accounting Officer) May 22, 2025

(Principal Accounting Officer) June 29, 2026

Andrew Schwendenman

/s/ PHILIP ASTLEY-SPARKE

June 29, 2026

Philip Astley-Sparke

/s/ KAPIL DHINGRA Director May 22, 2025

/s/ KAPIL DHINGRA Director June 29, 2026

Kapil Dhingra

/s/ MADHAVAN BALACHANDRAN

Director May 22, 2025

Director June 29, 2026

Madhavan Balachandran

/s/ CHRISTY OLIGER Director May 22, 2025

/s/ CHRISTY OLIGER Director June 29, 2026

Christy Oliger

/s/ PAOLO PUCCI Director May 22, 2025

/s/ JOSEPH SLATTERY Director May 22, 2025

/s/ PAOLO PUCCI Director June 29, 2026

/s/ JOSEPH SLATTERY Director June 29, 2026

Joseph Slattery

/s/ VELEKA PEEPLES-DYER

Director May 22, 2025

Director June 29, 2026

Veleka Peeples-Dyer

/s/ DIETER WEINAND

Director May 22, 2025

Director June 29, 2026

Dieter Weinand

/s/ MICHAEL GOLLER

Director May 22, 2025

Director June 29, 2026

Michael Goller

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures