Replimune Group, Inc. 10-K

Item 9A. Controls and procedures 74 TABLE OF CONTENTS 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, 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. GAAP. 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. 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; and (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: (i) program change management controls to ensure that information technology program and data changes are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel; (iii) computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored; and (iv) program development controls to ensure that new software development is tested, authorized and implemented appropriately. 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; 75 TABLE OF CONTENTS • 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; and • 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 There have been no changes in our internal control over financial reporting during the fourth quarter of the fiscal year ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Rule 10b5-1 Plan Trading Arrangements 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. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not Applicable. 76 TABLE OF CONTENTS PART III Item 10. Directors, executive officers and corporate governance The text of our Code of Business Conduct and Ethics, which applies to our directors and employees (including our principal executive officer, principal financial officer, and principal accounting officer or controller, and persons performing similar functions), is posted in the “Corporate Governance” section of our website, www.replimune.com. A copy of the Code of Business Conduct and Ethics can be obtained free of charge on our website. We intend to disclose on our website any amendments to, or waivers from, our Code of Business Conduct and Ethics that are required to be disclosed pursuant to the rules of the Securities and Exchange Commission and Nasdaq. The information contained on our website is not considered part of, or incorporated by reference into, this Annual Report on Form 10-K or any other filing that we make with the Securities and Exchange Commission. In addition, we have adopted an insider trading policy and procedures governing the purchase, sale, and/or other dispositions of our securities (the “Insider Trading Policy”) that applies to all directors, officers, and employees of the Company and its subsidiaries. With regard to the Company's trading in its own securities, it is the Company's policy to comply with the federal securities laws and the applicable exchange listing requirements. 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 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. 1 – Election of Directors,” “Board of Directors,” “Corporate Governance,” “Anti-Hedging and Pledging Policy,” and “Audit Committee Report” sections of our proxy statement for our 2026 annual meeting of stockholders, or our 2026 Proxy Statement, and is hereby incorporated by reference. We will file our 2026 Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of our fiscal year ended March 31, 2026. Item 11. Executive compensation Information about compensation of our named executive officers appears under the “Corporate Governance,” “Director Compensation,” “Executive Compensation,” and the “Pay versus Performance” sections of our 2026 Proxy Statement and is hereby incorporated by reference. Information about compensation of the Board appears under the "Director Compensation" section of our 2026 Proxy Statement and is hereby incorporated by reference. We will file our 2026 Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of our fiscal year ended March 31, 2026. Item 12. Security ownership of certain beneficial owners and management and related stockholder matters Securities authorized for issuance under equity compensation plans The following table provides information as of March 31, 2026, regarding our common stock that may be issued under (1) the 2017 Equity Compensation Plan, or the 2017 Plan; (2) the 2018 Omnibus Incentive Compensation Plan, or the 2018 Plan; or (3) the Employee Stock Purchase Plan, or the ESPP. Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) Plan Category: Equity compensation plans approved by stockholders 2017 Plan 974,976 3.26 — 2018 Plan (1) 10,057,964 14.90 1,569,457 ESPP — — 4,102,399 Equity compensation plans not approved by stockholders — — — Total 11,032,940 5,671,856 77 TABLE OF CONTENTS _________________ (1) Includes 4,907,131 shares of common stock subject to outstanding restricted and performance stock units. Information about security ownership of certain beneficial owners and management appears under the "Security Ownership of Certain Owners and Management" section of our 2026 Proxy Statement and is hereby incorporated by reference. We will file our 2026 Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of our fiscal year ended March 31, 2026. Item 13. Certain relationships and related transactions, and director independence Information about certain relationships and related transactions, and director independence appears under “Certain Relationships and Related Party Transactions” and “Corporate Governance” sections of our 2026 Proxy Statement and are hereby incorporated by reference. We will file our 2026 Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of our fiscal year ended March 31, 2026. Item 14. Principal accountant fees and services Information about the fees and services of our principal accountant, PricewaterhouseCoopers LLP, appears under the “Proposal No. 2 — Ratification of Selection of Independent Registered Public Accounting Firm” section of our 2026 Proxy Statement and is hereby incorporated by reference. We will file our 2026 Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of our fiscal year ended March 31, 2026. 78 TABLE OF CONTENTS PART IV Item 15. Exhibits and financial statement schedules (a) 1. Consolidated financial statements. For a list of the consolidated financial statements included herein, see Index on page F-1 of this report. 2. Financial statement schedules. All required information is included in the financial statements or notes thereto. 3. List of exhibits. The documents listed in the exhibit index immediately preceding the signature page of this Annual Report on Form 10-K are incorporated by reference or are filed or furnished with this Annual Report on Form 10-K, in each case as indicated therein. Item 16. 10-K summary None. 79 TABLE OF CONTENTS REPLIMUNE GROUP, INC. Index to Consolidated Financial Statements For the Years Ended March 31, 2026 and 2025 Page Report of independent registered public accounting firm (PCAOB ID 238 ) F- 2 Consolidated balance sheets F- 4 Consolidated statements of operations F- 5 Consolidated statements of comprehensive loss F- 6 Consolidated statements of stockholders’ equity F- 7 Consolidated statements of cash flows F- 8 Notes to consolidated financial statements F- 9 F - 1 TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Replimune Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Replimune Group, Inc. and its subsidiaries (the “Company”) as of March 31, 2026 and 2025, and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the "consolidated financial statements"). 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Accrued Research and Development Costs As described in Notes 2 and 6 to the consolidated financial statements, the Company has entered into various research and development-related contracts with companies both inside and outside of the United States. When billing terms under these contracts do not coincide with the timing of when the work is performed, management is required to make estimates of outstanding obligations to those third parties as of the end of the reporting period. The Company records accruals for estimated ongoing research costs. 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 F - 2 TABLE OF CONTENTS 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. The principal considerations for our determination that performing procedures relating to accrued research and development costs is a critical audit matter are (i) the significant judgment by management in developing the estimate of the accrued research and development costs and (ii) a high degree of auditor judgment and effort in performing procedures related to the accrued research and development costs. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) testing management’s process for developing the estimate of accrued research and development costs; (ii) evaluating the appropriateness of the methodology used by management to develop the estimate; (iii) evaluating the reasonableness of management’s estimate of accrued external research and development costs by (a) testing the completeness and accuracy of costs incurred, on a sample basis, by tracing information to the underlying contracts, purchase orders, invoices and information received from the research organization or other companies, as applicable, and (b) evaluating the reasonableness of the estimated costs incurred for the services that have not been invoiced, on a sample basis, by tracing to underlying supporting documentation, such as underlying contracts, purchase orders and information received from research organizations or other companies, as applicable. /s/ PricewaterhouseCoopers LLP Florham Park, New Jersey June 29, 2026 We have served as the Company’s auditor since 2018. F - 3 TABLE OF CONTENTS REPLIMUNE GROUP, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and per share amounts) March 31, 2026 March 31, 2025 Assets Current assets: Cash and cash equivalents $ 209,024 $ 111,119 Short-term investments 59,865 372,685 Research and development incentives receivable 1,619 3,725 Prepaid expenses and other current assets 8,611 8,351 Total current assets 279,119 495,880 Property, plant and equipment, net 12,974 13,739 Restricted cash 1,703 1,703 Other non-current assets 2,942 1,200 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 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 6,671 $ 12,463 Accrued expenses and other current liabilities 47,516 45,916 Operating lease liabilities, current 1,158 1,184 Finance lease liabilities, current 2,883 2,799 Total current liabilities 58,228 62,362 Operating lease liabilities, non-current 2,328 3,076 Finance lease liabilities, non-current 21,909 22,729 Long term debt, net of discount 83,308 46,377 Other liabilities, non-current 455 941 Total liabilities $ 166,228 $ 135,485 Commitments and contingencies (Note 13) Stockholders’ equity: Common stock, $ 0.001 par value; 150,000,000 shares authorized as of March 31, 2026 and March 31, 2025; 82,716,923 and 77,085,024 shares issued and outstanding as of March 31, 2026 and March 31, 2025, respectively 82 77 Additional paid-in capital 1,423,194 1,358,897 Accumulated deficit ( 1,262,519 ) ( 948,579 ) Accumulated other comprehensive income 5,403 5,448 Total stockholders’ equity 166,160 415,843 Total liabilities and stockholders’ equity $ 332,388 $ 551,328 The accompanying notes are an integral part of these consolidated financial statements. F - 4 TABLE OF CONTENTS REPLIMUNE GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except share and per share amounts) Year Ended March 31, 2026 2025 Operating expenses: Research and development $ 221,184 $ 189,447 Selling, general and administrative 98,735 72,180 Total operating expenses 319,919 261,627 Loss from operations ( 319,919 ) ( 261,627 ) Other income (expense): Research and development incentives 1,604 1,773 Investment income 13,625 21,120 Interest expense on finance lease liability ( 2,063 ) ( 2,118 ) Interest expense on debt obligations ( 6,796 ) ( 5,775 ) Other expense ( 942 ) ( 202 ) Total other income, net 5,428 14,798 Loss before income taxes $ ( 314,491 ) $ ( 246,829 ) Income tax (benefit) provision ( 551 ) 468 Net loss $ ( 313,940 ) $ ( 247,297 ) Net loss per common share, basic and diluted $ ( 3.38 ) $ ( 3.07 ) Weighted average common shares outstanding, basic and diluted 92,803,711 80,564,147 The accompanying notes are an integral part of these consolidated financial statements. F - 5 TABLE OF CONTENTS REPLIMUNE GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Amounts in thousands) Year Ended March 31, 2026 2025 Net Loss $ ( 313,940 ) $ ( 247,297 ) Other comprehensive loss: Foreign currency translation gain (loss) 255 174 Net unrealized (loss) gain on short-term investments ( 300 ) 419 Comprehensive loss $ ( 313,985 ) $ ( 246,704 ) The accompanying notes are an integral part of these consolidated financial statements. F - 6 TABLE OF CONTENTS REPLIMUNE GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands, except share amounts) 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 Unrealized gain on short-term investments — — — — 419 419 Exercise of pre-funded warrants 739,225 1 ( 1 ) — — — Exercise of stock options 84,261 — 267 — — 267 Vesting of RSUs 639,119 1 ( 1 ) — — — Stock-based compensation expense — — $ 35,044 — — $ 35,044 Net loss — — — ( 247,297 ) — ( 247,297 ) Balances as of March 31, 2025 77,085,024 $ 77 $ 1,358,897 $ ( 948,579 ) $ 5,448 $ 415,843 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 loss on short-term investments — — — — ( 300 ) ( 300 ) Exercise of pre-funded warrants 497,344 — 501 — — 501 Exercise of stock options 111,218 — 380 — — 380 Vesting of RSUs 1,003,362 1 1 — — 2 Stock-based compensation expense — — 32,272 — — 32,272 Net loss — — — ( 313,940 ) — $ ( 313,940 ) Balances as of March 31, 2026 82,716,923 $ 82 $ 1,423,194 $ ( 1,262,519 ) $ 5,403 $ 166,160 The accompanying notes are an integral part of these consolidated financial statements. F - 7 TABLE OF CONTENTS REPLIMUNE GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year Ended March 31, 2026 2025 Cash flows from operating activities: Net loss $ ( 313,940 ) $ ( 247,297 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 32,272 35,044 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 gains ( 942 ) ( 201 ) Changes in operating assets and liabilities: Research and development incentives receivable 451 1,303 Prepaid expenses and other current assets ( 232 ) ( 252 ) Other non-current assets — ( 1,200 ) Accounts payable ( 4,939 ) 9,941 Accrued expenses and other current liabilities 2,184 11,743 Operating lease liabilities ( 818 ) ( 720 ) Other non-current liabilities ( 487 ) 155 Net cash used in operating activities ( 280,344 ) ( 192,250 ) Cash flows from investing activities: Purchases of property, plant and equipment and software capitalization ( 4,223 ) ( 6,687 ) Purchase of short-term investments ( 77,894 ) ( 403,586 ) Proceeds from sales and maturities of short-term investments 392,960 386,477 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 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 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 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 Cash, cash equivalents and restricted cash at end of period $ 210,727 $ 112,822 Supplemental disclosure of cash flow information: Cash paid during the period for interest 4,688 $ 4,198 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 and accrued expenses 80 171 The accompanying notes are an integral part of these consolidated financial statements. F - 8 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 1. Nature of the business Replimune Group, Inc. (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: Replimune Limited (“Replimune UK”); Replimune, Inc. (“Replimune US”); Replimune Securities Corporation; and Replimune (Ireland) Limited. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance and reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. Basis of presentation The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since its inception, including net losses of $ 313.9 million and $ 247.3 million for the years ended March 31, 2026 and 2025, respectively. In addition, as of March 31, 2026, the Company had an accumulated deficit of $ 1,262.5 million. 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. 2. Summary of significant accounting policies Principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and include the accounts of the Company and its direct and indirect wholly owned subsidiaries, Replimune UK, Replimune US, Replimune Securities Corporation and Replimune (Ireland) Limited after elimination of all intercompany accounts and transactions. Use of estimates F - 9 TABLE OF CONTENTS 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. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Foreign currency and currency translation The functional currency for the Company’s wholly owned foreign subsidiary, Replimune UK, is the British pound. Assets and liabilities of Replimune UK are translated into United States dollars at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during the period. 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 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 Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as short-term investments. The Company deposits its cash in financial institutions in amounts that may exceed federally insured limits. We limit our exposure to credit risk by placing investments with high credit quality financial institutions, diversifying our investment portfolio and placing investments with maturities that maintain safety and liquidity. To date, the Company has not experienced any losses on such accounts. The Company relies, and expects to continue to rely, on a small number of vendors to manufacture and supply raw materials and supply services for its development programs. These programs could be adversely affected by a significant interruption in these services or the availability of raw materials. Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. Cash equivalents consisted of money market funds as of March 31, 2026 and 2025, respectively. As of March 31, 2026 and 2025, the amount of cash equivalents included in cash and cash equivalents totaled $ 120.3 million and $ 89.9 million, respectively. Restricted cash The Company holds restricted cash in segregated bank accounts in connection with a letter of credit. As of March 31, 2026 and 2025, restricted cash consisted of $ 1.7 million, respectively, held for the benefit of the landlords in connection with our leases and for the Company's credit card program in the United Kingdom. These amounts have been classified as non-current assets on the Company’s consolidated balance sheets. Short-term investments The Company’s short-term debt security investments are classified as available-for-sale and are carried at fair value, with the unrealized gains and non-credit related losses reported as a component of accumulated other comprehensive income (loss) and included in stockholders’ equity. Realized gains and losses and declines in value determined to be other than temporary are based on the specific identification method and are included as a component of other income (expense), net in the consolidated statements of operations. 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 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 F - 10 TABLE OF CONTENTS 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, 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 Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful lives of the respective assets as follows: Estimated Useful life Office equipment 5 years Computer equipment 3 years Plant, manufacturing and laboratory equipment 5 years Capitalized software 3 to 5 years Leasehold improvements Lesser of lease term or 10 years Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated in accordance with the above guidelines once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. Capitalized software as a service costs represent implementation costs incurred during the application development stage and are included in "property, plant and equipment, net" on the Company's consolidated balance sheet. Such costs are amortized on a straight-line basis over the term of the associated arrangement plus any reasonably certain renewal period. Costs incurred during the preliminary project stage and the post-implementation-operation stage are expensed as incurred. Inventory Prior to the regulatory approval of the Company’s product candidates, the Company incurs expenses for the manufacture of drug product that could potentially be available to support the commercial launch of those products. Until the date at which regulatory approval has been received or is otherwise considered probable, the Company records all such costs as research and development expenses. There were no capitalized inventory costs recorded as of March 31, 2026 and 2025. Impairment of long-lived assets 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. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. 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 F - 11 TABLE OF CONTENTS 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 Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • 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. • 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. The Company’s short-term investments and cash equivalents are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of research and development incentives receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. Furthermore, the carrying value of the Company’s long-term debt approximates its fair value at each balance sheet date due to its variable interest rate, which approximates a market interest rate. Debt issuance costs Debt issuance costs consist of payments made to secure commitments under certain debt financing arrangements. These amounts are recognized as interest expense over the period of the financing arrangement using the effective interest method. If the financing arrangement is canceled or forfeited, or if the utility of the arrangement to the Company is otherwise compromised, these costs are recognized as interest expense immediately. The Company’s consolidated financial statements present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability. Segment information 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. Research and development costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, stock-based compensation and benefits, facilities costs and laboratory supplies, depreciation and external costs of outside vendors engaged to conduct preclinical development, clinical development activities and clinical trials as well as to manufacture clinical trial materials. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. Upfront payments for materials and supplies acquired for particular research and development activities that have no alternative future use in other research and development projects or otherwise, and therefore have no separate economic value, are expensed as research and development costs at the time the costs are incurred. Research contract costs and accruals F - 12 TABLE OF CONTENTS 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. These agreements are generally cancellable, and related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. 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. When billing terms under these contracts do not coincide with the timing of when the work is performed, management is required to make estimates of outstanding obligations to those third parties as of the end of the reporting period. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Patent costs 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. Amounts incurred are classified as selling, general and administrative expenses. 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 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. Research and development incentives and receivable The Company, through its subsidiary in the United Kingdom, receives reimbursements of certain research and development expenditures as part of a United Kingdom government’s research and development tax reliefs program. Under the program, a percentage of qualifying research and development expenses incurred by the Company’s subsidiary in the United Kingdom are reimbursed up to 16.2 %. Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive program described above. At each period end, management estimates the reimbursement available to the Company based on available information at the time. The Company recognizes income from the research and development incentives when the relevant expenditure has been incurred, the associated conditions have been satisfied and there is reasonable assurance that the reimbursement will be received. The Company records these research and development incentives as other income. The research and development incentives receivable represents an amount due in connection with the above program. The Company recorded other income F - 13 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 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. Income taxes 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 financial statements or in the Company’s tax returns. 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. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax provision. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 % likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Net income (loss) per share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing the diluted net income (loss) by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. In periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Recently Adopted 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 primarily focuses on the rate reconciliation and income taxes paid. ASU No. 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 F - 14 TABLE OF CONTENTS 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 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 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. 3. Fair value of financial assets and liabilities The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis: Fair Value Measurements as of March 31, 2026 Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ — $ 104,275 $ — $ 104,275 US Government Agency bonds — 15,998 — 15,998 Short-term investments: US Government Agency bonds — 3,984 — 3,984 US Treasury bonds — 55,881 — 55,881 $ — $ 180,138 $ — $ 180,138 Fair Value Measurements as of March 31, 2025 Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ — $ 89,879 $ — $ 89,879 Short-term investments: US Government Agency bonds — 84,804 — 84,804 US Treasury bonds — 287,881 — 287,881 $ — $ 462,564 $ — $ 462,564 The underlying securities held in the money market funds held by the Company are all government backed securities. During the years ended March 31, 2026 and 2025, there were no transfers between levels. Valuation of cash equivalents and short-term investments F - 15 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 3. Fair value of financial assets and liabilities (Continued) Money market funds, U.S. Treasury bonds and U.S. 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 both money market funds and U.S. Government Agency bonds at March 31, 2026 and money market funds at March 31, 2025. 4. Short-term investments As of March 31, 2026 and 2025, the Company's available-for-sale investments by type, consisted of the following: March 31, 2026 Amortized cost Gross unrealized gains Gross unrealized losses Credit Losses Fair value US Government agency bonds $ 3,985 $ — $ ( 1 ) $ — $ 3,984 US Treasury bonds 55,872 9 $ — $ — 55,881 $ 59,857 $ 9 $ ( 1 ) $ — $ 59,865 March 31, 2025 Amortized cost Gross unrealized gains Gross unrealized losses Credit Losses Fair value US Government agency bonds $ 84,807 $ 15 $ ( 18 ) $ — $ 84,804 US Treasury bonds 287,570 334 ( 23 ) — 287,881 $ 372,377 $ 349 $ ( 41 ) $ — $ 372,685 As of March 31, 2026 and 2025, available-for-sale securities consisted of investments that mature within one year. 5. Property, plant and equipment, net Property, plant and equipment, net consisted of the following: March 31, 2026 March 31, 2025 Office equipment $ 1,897 $ 1,812 Computer equipment 2,441 2,206 Plant, manufacturing and laboratory equipment 12,325 10,877 Leasehold improvements 2,504 2,504 Capitalized software 9,736 8,089 Construction in progress 802 1,650 29,705 27,138 Less: Accumulated depreciation and amortization ( 16,731 ) ( 13,399 ) $ 12,974 $ 13,739 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. F - 16 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 6. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: March 31, 2026 March 31, 2025 Accrued research and development costs $ 26,740 $ 19,606 Accrued compensation and benefits costs 17,483 20,080 Accrued professional fees 537 161 Other 2,756 6,069 $ 47,516 $ 45,916 7. Long-term debt Hercules Loan Agreement On October 6, 2022, the Company entered into a Loan and Security Agreement (the “Loan Agreement”), with Hercules Capital, Inc., as administrative agent, collateral agent and as a lender (“Hercules”). 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 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. The Company intends to use the proceeds of the Term Loan Facility for working capital and general corporate purposes. 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 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 %. F - 17 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 7. Long-term debt (Continued) 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, 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. The Company paid a $ 0.5 million facility charge and incurred debt issuance costs of $ 1.5 million upon closing of the Loan Agreement. The Loan Agreement also provides for a final payment, payable upon maturity or the repayment of the obligations in full or in part (on a pro rata basis), equal to 4.95 % of the aggregate principal amount of Term Loans advanced to the Borrower and repaid on such date, which is being accrued on the Company's consolidated balance sheet. As of March 31, 2026 and 2025, the amount accrued for the final payment was $ 1.7 million and $ 1.0 million, respectively. Unamortized debt issuance costs are recorded as a reduction of the carrying amount on the term loan and amortized as interest expense using the effective-interest method. In addition, unamortized deferred financing costs of $ 0.5 million and $ 0.9 million were recorded in other assets as of March 31, 2026 and 2025, respectively, related to the Company's right to borrow additional amounts from Hercules in the future and amortized to interest expense over the relevant draw period on a straight-line basis. Interest expense for the twelve months ended March 31, 2026 and 2025 was $ 6.8 million and $ 5.8 million, respectively. The summary of obligations under the term loan as of March 31, 2026 and 2025 consisted of the following (in thousands): March 31, 2026 March 31, 2025 Principal loan balance $ 82,252 $ 46,450 Facility charge and diligence fee ( 120 ) ( 201 ) Unamortized issuance costs ( 536 ) ( 901 ) Accumulated end of term fee 1,712 1,029 Long term debt, net $ 83,308 $ 46,377 The annual principal payments by fiscal year due under the Loan Agreement as of March 31, 2026 were as follows: March 31, 2026 2027 $ — 2028 84,150 Total $ 84,150 The table of future payments of long-term debt excludes the end of term charge of $ 4.0 million, which is due upon the maturity of the loan. 8. Stockholders’ Equity F - 18 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 8. Stockholders’ Equity (Continued) Common stock 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. The Company had reserved for common stock for the exercise of outstanding stock options and the vesting of restricted share units, the number of shares remaining available for grant under the Company’s 2018 Omnibus Incentive Compensation Plan and the Company’s Employee Stock Purchase Plan (see Note 10) and the exercise of the outstanding warrants to purchase shares of common stock as follows: March 31, 2026 March 31, 2025 Stock options, issued and outstanding 11,785,458 10,214,878 Restricted and performance stock units 5,508,882 3,611,774 Stock options and restricted stock units, future issuance 1,569,457 2,119,283 Employee stock purchase plan, available for future grants 4,102,399 3,405,175 Pre-IPO warrants to purchase common stock — 497,344 Pre-funded warrants 14,058,153 14,058,153 Total shares of common stock reserved for future issuance 37,024,349 33,906,607 Undesignated preferred stock As of March 31, 2026 and 2025, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue up to 10,000,000 shares of undesignated preferred stock, par value $ 0.001 per share. There were no undesignated preferred shares issued or outstanding as of March 31, 2026 and 2025. ATM program 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 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). The Company will pay the Current Agent a commission of up to 3.0 % of the gross proceeds from the sale of the Shares. The Company has also agreed to provide the Current Agent with customary indemnification rights. 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. F - 19 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 8. Stockholders’ Equity (Continued) Equity offerings On June 14, 2024, the Company completed a private placement transaction (the "Private Placement") pursuant to which the Company sold (a) 5,668,937 shares of the Company's common stock, at an offering price of $ 8.82 , and (b) in lieu of common stock to certain investors, pre-funded warrants to purchase 5,669,578 shares of the Company's common stock at an offering price of $ 8.819 per warrant (the "June 2024 Pre-Funded Warrants"). The Company received aggregate net proceeds in the Private Placement of approximately $ 96.7 million after deducting placement agent fees and other offering expenses payable by the Company of approximately $ 3.3 million. On November 25, 2024, the Company completed a public offering of (a) 8,538,377 shares of the Company’s common stock, inclusive of the Underwriters fully exercised 30-day option to purchase up to 1,615,377 additional shares of the Company's common stock at a public offering price of $ 13.00 per share, and (b) pre-funded warrants to purchase 3,846,184 shares of the Company’s common stock at a public offering price of $ 12.9999 per warrant (the "December 2024 Pre-Funded Warrants"). The Company received aggregate net proceeds of approximately $ 156.0 million after deducting fees and expenses of approximately $ 5.0 million. 9 . Pre-funded Warrants The Company's pre-funded warrants are exercisable at any time after the date of issuance. Unless otherwise modified by a holder of a pre-funded warrant, no holder may exercise a pre-funded warrant (i) if such holder, together with its affiliates, would beneficially own more than 9.99 % (or, in the case of the December 2024 Pre-Funded Warrants, 4.99 %) of the number of shares of our common stock outstanding immediately after giving effect to such exercise, or (ii) if the combined voting power of our securities beneficially owned by such holder, together with its affiliates, would exceed 9.99 % (or, in the case of the December 2024 Pre-Funded Warrants, 4.99 %) of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise of such pre-funded warrants, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. A holder of the June 2024 Pre-funded Warrants may increase or decrease this percentage to any other percentage not in excess of 9.99 %, whereas a holder of the Company's other Pre-funded Warrants, may increase or decrease this percentage up to 19.99 %, in each case, by providing at least 61 days’ prior notice to the Company. 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. 10. Stock-based compensation Stock-based compensation expense The following table summarizes the classification of stock-based compensation expense in the consolidated statements of operations for the years ended March 31, 2026 and 2025 as follows: Year ended March 31, 2026 2025 Research and development $ 16,734 $ 18,439 Selling, general and administrative 15,538 16,605 $ 32,272 $ 35,044 F - 20 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 10. 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: Year ended March 31, 2026 2025 Stock options $ 15,312 $ 19,885 Restricted and performance stock units 16,960 15,159 $ 32,272 $ 35,044 2018 Omnibus Incentive Compensation Plan On July 9, 2018, the Company’s board of directors adopted, and the Company’s stockholders approved the 2018 Omnibus Incentive Compensation Plan (the “2018 Plan”), which became effective immediately prior to the effectiveness of the registration statement for the Company’s initial public offering. The 2018 Plan provides for the issuance of incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards. The number of shares initially reserved for issuance under the 2018 Plan is 3,617,968 shares. If any options or stock appreciation rights, including outstanding options and stock appreciation rights granted under the 2017 Plan (up to 2,520,247 shares), terminate, expire, or are canceled, forfeited, exchanged, or surrendered without having been exercised, or if any stock awards, stock units or other stock-based awards, including outstanding awards granted under the 2017 Plan, are forfeited, terminated, or otherwise not paid in full in shares of common stock, the shares of the Company’s common stock subject to such grants will be available for purposes of our 2018 Plan. The number of shares reserved for issuance under the 2018 Plan will increase automatically on the first day of each April equal to 4.0 % of the total number of shares of Company stock 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 such lesser amount as determined by the Board. On April 1, 2025, the number of shares reserved for issuance under the 2018 Plan automatically increased by 3,645,727 shares pursuant to the terms of the 2018 Plan and based on total number of shares of Company stock outstanding on March 31, 2025. As of March 31, 2026, 1,569,457 shares remained available for future grants under the 2018 Plan. 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. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, except that the exercise price per share of incentive stock options may not be less than 100 % of the fair market value of the common stock on the date of grant (or 110 % of fair value in the case of an award granted to employees who hold more than 10% of the total combined voting power of all classes of stock at the time of grant) and the term of stock options may not be greater than five years for an incentive stock option granted to a 10% stockholder and greater than ten years for all other options granted. Stock options awarded under both plans expire ten years after the grant date, unless the board of directors sets a shorter term. Vesting periods for both plans are determined at the discretion of the board of directors. Incentive stock options granted to employees and non-statutory options granted to employees, officers, members of the board of directors, advisors, and consultants of the Company typically vest over four years . In 2021 the board of directors initiated the award of RSUs, under the 2018 Plan in addition to stock option awards available as part of the Company’s equity incentive for employees, officers, advisors and consultants of the Company. 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 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 F - 21 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 10. 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 On July 9, 2018, the Company’s board of directors adopted and the Company’s stockholders approved the Employee Stock Purchase Plan (the “ESPP”), which became effective immediately prior to the effectiveness of the registration statement for the Company’s IPO. 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 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. If the total number of shares of common stock to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for issuance under the ESPP, then the plan administrator will allocate the available shares pro-rata and refund any excess payroll deductions or other contributions to participants. The Company’s ESPP is not currently active. Out-of-Plan Inducement Grant 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. These stock option and restricted stock unit inducement grants have terms and conditions consistent with those set forth under the 2018 Plan and vest under the same respective vesting schedules as stock option and restricted stock unit awards granted under the 2018 Plan. The inducement grants are included in the stock option and RSU award tables below. During the years ended March 31, 2026 and 2025, the Company granted 202,945 and 267,835 nonqualified stock options to purchase shares of the Company's common stock, respectively, and 333,130 and 404,030 restricted stock units, respectively, under employment inducement grants. Stock option valuation The fair value of stock option grants 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 determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for a period that approximates the expected term of the option, and our expected dividend yield. The expected stock volatility is based on Replimune's historical share price volatility. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. For options with service-based vesting conditions, the expected term of the Company's stock options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. Forfeitures are accounted for as they occur. 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. F - 22 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 10. 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: Year ended March 31, 2026 2025 Risk-free interest rate 3.97 % 4.35 % Expected term (in years) 6.0 6.0 Expected volatility 77.2 % 76.3 % Expected dividend yield 0 % 0 % Stock options A summary of stock option activity under the Company’s equity incentive plans for the year ended March 31, 2026 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of March 31, 2025 10,214,878 $ 15.22 6.24 $ 10,652 Granted 2,201,239 8.41 Exercised ( 111,218 ) 3.43 Cancelled ( 519,441 ) 13.97 Outstanding as of March 31, 2026 11,785,458 14.12 5.63 $ 4,323 Options exercisable as of March 31, 2026 8,222,796 $ 16.01 4.40 $ 4,282 Options vested and expected to vest as of March 31, 2026 11,785,458 $ 14.12 5.63 $ 4,323 As of March 31, 2026, there was $ 19.0 million of unrecognized compensation cost related to unvested common stock options, which is expected to be recognized over a weighted average period of 2.5 years. The weighted average grant-date fair value of stock options granted during the years ended March 31, 2026 and 2025 was $ 5.84 and $ 5.91 , respectively. The aggregate intrinsic value of stock options exercised during the years ended March 31, 2026 and 2025 was $ 0.6 million and $ 0.5 million, respectively. Restricted and performance stock units A summary of the changes in the Company’s RSUs and PSUs during the year ended March 31, 2026 is as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of March 31, 2025 3,611,774 $ 12.40 Granted 3,499,956 8.81 Vested ( 1,003,362 ) 15.94 Cancelled ( 599,486 ) 10.44 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 F - 23 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 10. 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. 11. 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): Year ended March 31, 2026 2025 Numerator: Net loss $ ( 313,940 ) $ ( 247,297 ) Denominator: Weighted average common shares outstanding, basic and diluted 92,803,711 80,564,147 Net loss per share, basic and diluted $ ( 3.38 ) $ ( 3.07 ) The 14,058,153 shares of the Company's common stock issuable upon exercise of Pre-Funded Warrants described in Note 9 to these consolidated financial statements are included as outstanding common stock in the calculation of basic and diluted net loss per share. The Company’s potentially dilutive securities, which include stock options, unvested restricted and performance stock units and warrants to purchase shares of common stock that resulted from the conversion of warrants to purchase shares of seed preferred stock existing before the Company's IPO, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Year ended March 31, 2026 2025 Options to purchase common stock 11,785,458 10,214,878 Unvested restricted and performance stock units 5,508,882 3,611,774 Warrants to purchase common stock — 497,344 17,294,340 14,323,996 12. Significant agreements Agreement with Bristol-Myers Squibb Company 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, 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 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. Unless earlier terminated, the agreement will remain in effect until (i) the completion of the clinical trial, (ii) all related clinical trial data have been delivered to both parties and (iii) the completion of any statistical analyses and bioanalyses contemplated by the clinical trial protocol or any analysis otherwise agreed upon by the parties. The agreement may be terminated by either party (x) in the event of an uncured material breach by the other party, (y) in the event the other party is insolvent or in bankruptcy proceedings or (z) for safety reasons. Upon termination, the licenses granted to the Company to use BMS’s nivolumab in the clinical trial will terminate. F - 24 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 12. Significant agreements (Continued) In April 2019, the Company entered into a separate agreement with BMS on terms similar to the terms set forth in the agreement described above, pursuant to which BMS will provide to the Company, at no cost, nivolumab for use in the Company’s Phase 1 clinical trial of RP2 in combination with nivolumab. Roche In December 2022, the Company entered into a Master Clinical Trial Collaboration and Supply Agreement with Roche in relation to the Company's RP2 and RP3 programs in colorectal cancer, or CRC, and hepatocellular carcinoma, or HCC. 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 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. Under the terms of the initial agreement the Company retained the responsibility of operating the clinical trials as well as retaining all the rights to the development and commercialization of its product candidates. The agreement may be terminated by either party upon sixty days prior written notice to the other party. The agreement with Roche is accounted for under ASC 808, Collaborative Arrangements (“ASC 808”), as both parties are active participants and each party pays its own compound costs and shares equally in development costs in accordance with and up to the amount in the agreed upon first study plan. The Company accounts for costs incurred as part of the study, including costs to supply compounds for use in the study, as research and development expenses within the consolidated statement of operations. The Company recognizes any amounts received from Roche in connection with this agreement as an offset to research and development expense within the consolidated statement of operations. 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, 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. Amgen 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. In connection with the Settlement Agreement, the Company entered into a License and Covenant Agreement with Amgen in which the Company agreed to pay Amgen low single-digit royalty payments on net sales of its products that, but for the license, could be found to infringe a valid Amgen patent on a country-by-country and product-by-product basis. 13. Commitments and contingencies Leases 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. Many leases include fixed rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Company’s leases do not provide an implicit rate, and thus the Company estimated the incremental borrowing rate in calculating the present value of the lease payments. The Company has elected not to record a ROU asset and lease obligation for short-term leases (with terms less than 12 months) or separate non-lease components from associated lease components for its real estate lease assets. As a result, all contract consideration is allocated to the single lease component. The Company’s leases have remaining lease terms of five years to fifteen years . Some of the Company's leases include one or more options to renew with renewal terms that can extend the lease for additional years, or options to terminate the leases, both at the Company’s discretion. 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 recognized on a straight-line basis based on the fixed components of a lease arrangement. The Company amortizes this expense F - 25 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 13. Commitments and contingencies (Continued) 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. The table below presents the lease-related costs which are included in the consolidated statements of operations for the years ended as of March 31, 2026 and 2025: Year ended March 31, 2026 2025 Lease cost Finance lease costs: Amortization of right-of-use asset $ 2,428 $ 2,428 Interest on lease liabilities 2,063 2,118 Operating lease costs 1,156 1,129 Total lease cost $ 5,647 $ 5,675 The following table summarizes the classification of lease costs in the consolidated statement of operations for the years ended March 31, 2026 and 2025 as follows: Year ended March 31, 2026 2025 Finance Lease Costs Research and development $ 2,428 $ 2,428 Other expense 2,063 2,118 Operating Lease Costs Research and development 887 877 Selling, general and administrative 269 252 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 finance lease liabilities recognized on our balance sheet as of March 31, 2026: March 31, 2026 Operating leases Finance lease Total 2027 $ 1,160 $ 2,883 $ 4,043 2028 1,106 2,969 4,075 2029 1,021 3,058 4,079 2030 587 3,096 3,683 2031 369 3,096 3,465 Thereafter — 25,803 25,803 Total lease payments 4,243 40,905 45,148 Less: interest 757 16,113 16,870 Total lease liabilities $ 3,486 $ 24,792 $ 28,278 F - 26 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 13. Commitments and contingencies (Continued) The following table provides lease disclosure as of and for the years ended March 31, 2026 and 2025: March 31, 2026 March 31, 2025 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,203 $ 1,167 Operating cash flows from finance leases $ 2,063 $ 2,118 Financing cash flows from finance leases $ 736 $ 599 Weighted-average remaining lease term – operating leases 3.8 years 4.7 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 – 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. Manufacturing commitments The Company has entered into an agreement with a contract manufacturing organization to provide clinical trial products. As of March 31, 2026 and 2025, the Company had committed to minimum payments under these arrangements totaling $ 0.8 million and $ 0.8 million. Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its executive management team and its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements, and therefore it has not accrued any liabilities related to such obligations in its consolidated financial statements as of March 31, 2026 or 2025. Legal proceedings 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. F - 27 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 13. 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. 14. Benefit plans The Company established a defined-contribution savings plan under Section 401(k) of the Code (the “401(k) Plan”). The 401(k) Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Matching contributions to the 401(k) Plan may be made at the discretion of the Company’s board of directors. During the years ended March 31, 2026 and 2025, the Company made contributions totaling $ 3.7 million and $ 2.4 million, respectively, to the 401(k) Plan. We provide a pension contribution plan for our employees in the United Kingdom, pursuant to which we match our employees’ contributions each year in amounts up to 8 % of their annual base salary. 15. Income taxes Loss before income taxes for the years ended March 31, 2026 and 2025 were as follows: Year ended March 31, 2026 2025 United States ( 66,042 ) ( 25,870 ) United Kingdom ( 248,449 ) ( 220,959 ) Total $ ( 314,491 ) $ ( 246,829 ) Income tax (benefit) expense consisted of the following: Year ended March 31, 2026 2025 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. F - 28 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 15. 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. As of March 31, 2026 and 2025, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. 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 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, 2026 Amount Percent Pre tax loss $ ( 314,491 ) U.S. 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. and U.S. ( 9,938 ) 3.2 % Other ( 1,186 ) 0.4 % Tax credits: 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: F - 29 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 15. Income taxes (Continued) Year Ended March 31, 2025 U.S. federal statutory income tax rate ( 21.0 ) % State taxes, net of federal benefit ( 0.5 ) % Research and development ( 1.6 ) % Stock compensation 1.2 % Foreign tax rate differential ( 3.6 ) % Change in tax rates 0.4 % Change in valuation allowance 24.3 % Other 1.0 % 0.2 % The components of the Company’s deferred tax assets as of March 31, 2026 and 2025 were as follows: Year Ended March 31, 2026 2025 Deferred tax assets: Net operating loss carryforwards $ 267,196 $ 192,909 Research and development credits 15,144 2,676 Property, plant and equipment 4,735 4,596 Capitalized start-up costs 873 1,014 Stock compensation 20,297 16,478 Accrued expenses 5,595 6,397 Lease liability 6,931 7,318 Other 120 — Total deferred tax assets 320,891 231,388 Valuation allowance ( 312,035 ) ( 221,629 ) Net deferred tax assets 8,856 9,759 Deferred tax liabilities: Right of use asset ( 8,856 ) ( 9,698 ) Other — ( 61 ) Total deferred tax liabilities ( 8,856 ) ( 9,759 ) Net deferred tax assets (liabilities) $ — $ — As of March 31, 2026, the Company had U.S. federal operating loss carryforwards of approximately $ 62.7 million, which can be carried forward indefinitely subject to 80% limitation of taxable income when utilized. As of March 31, 2026, the Company had U.S. 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. Such 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. related to the transfer pricing arrangement between the U.S. and the U.K. As of March 31, 2026, the Company had U.S. 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. F - 30 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 15. 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: Year Ended March 31, 2026 2025 Valuation allowance as of beginning of year $ 221,629 $ 161,890 Increases recorded to income tax provision 90,329 59,848 (Decreases) increases recorded to equity 77 ( 109 ) Valuation allowance as of end of year $ 312,035 $ 221,629 Changes in the Company's gross unrecognized tax benefits from uncertain tax positions, excluding interest and penalties, consisted of the following: Year Ended March 31, 2026 2025 Unrecognized tax benefits - beginning of year $ 10,443 $ 8,667 Increases for tax positions taken during current years 4,874 921 Increases (decreases) for tax positions taken during prior years 5,252 855 Unrecognized tax benefits - end of year $ 20,569 $ 10,443 The Company's unrecognized tax benefits primarily relate to the Company's transfer pricing arrangement between the U.S. and the U.K. and the impacts to the Company’s net operating loss as well as research and development credit carryforwards. The Company's unrecognized tax benefits, if recognized, would not have a material impact to the Company's effective tax rate and income tax provision due to the Company's full valuation allowance. As of March 31, 2026 and 2025, the Company had not accrued interest or penalties related to uncertain income tax positions. The Company files U.S. federal and state as well as U.K. income tax returns. In the normal course of business, the Company is subject to examination by U.S. federal and state as well as U.K. jurisdictions, where applicable. There are currently no pending income tax examinations. The Company is open to future U.S. federal income tax examination from 2022 to the present and in the U.K. from 2024 to the present. Although, carryforward attributes from earlier years may still be adjusted upon examination if they either have been used in an open year or will be used in a future period. 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: F - 31 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 15. Income taxes (Continued) Year Ended March 31, 2026 Federal $ 130 State Massachusetts ( 135 ) Foreign — Total $ ( 5 ) 16. Geographic information The Company operates in two geographic regions: the United States (Massachusetts) and the United Kingdom (Oxfordshire). Information about the Company’s long-lived assets held in different geographic regions is presented in the tables below: March 31, 2026 March 31, 2025 United States $ 12,174 $ 12,820 United Kingdom 800 919 $ 12,974 $ 13,739 17. Segment Information 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. The Company’s Chief Operating Decision Maker ("CODM") is Sushil Patel, the Chief Executive Officer. The CODM reviews consolidated operating results, and uses the Company's consolidated net income (loss), in order to monitor actual results as compared to the budget, and to determine how best to allocate the Company's operating and capital resources, specifically as it relates to the Company's development programs. 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: F - 32 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 17. Segment information (Continued) Year Ended March 31, 2026 2025 Operating expenses: (Amounts in thousands) Direct research and development expenses by program: RP1 program costs by study: IGNYTE 9,541 14,620 ARTACUS 5,884 6,934 CERPASS 4,559 7,276 IGNYTE-3 21,264 7,183 Other RP1 study costs 18,523 10,863 RP2 25,953 12,043 RP3 2,674 4,948 Unallocated research and development expenses 1 : 132,786 125,580 Selling, general and administrative 98,735 72,180 Total operating expenses 319,919 261,627 Loss from operations ( 319,919 ) ( 261,627 ) Other income (expense), net 5,428 $ 14,798 Loss before income taxes $ ( 314,491 ) $ ( 246,829 ) Income tax provision ( 551 ) 468 Net loss ( 313,940 ) ( 247,297 ) 1 Includes personnel-related costs and other costs 18. 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. F - 33 TABLE OF CONTENTS Exhibit index Exhibit Number Exhibit Description Incorporated by Reference Form Date Number 3.1 Third Amended and Restated Certificate of Incorporation of the Registrant (conformed to include the Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation filed on September 9, 2019). 10-K June 3, 2020 3.1 3.2 Amended and Restated By-laws of the Registrant. 8-K July 24, 2018 3.2 4.1 Form of Common Stock Certificate of the Registrant. S-1/A July 10, 2018 4.1 4.2 Amended and Restated Investors’ Rights Agreement, dated July 10, 2017, by and among the Registrant and the investors set forth therein. S-1 June 22, 2018 4.2 4.3* Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. 4.4 Form of Pre-Funded Warrant (2019). 8-K November 18, 2019 4.1 4.5 Form of Pre-Funded Warrant (2020). 8-K June 10, 2020 4.1 4.6 Form of Pre-Funded Warrant (2022) 8-K December 12, 2022 4.1 4.7 Form of Pre-Funded Warrant (June 2024) 8-K June 13, 2024 4.1 4.8 Form of Pre-Funded Warrant (December 2024) 8-K/A December 4, 2024 4.1 4.9 Form of Indenture to be entered into between the Registrant and a trustee acceptable to the Registrant. S-3 August 3, 2023 4.7 10.1† Form of Indemnification Agreement by and between the Registrant and its directors and officers. S-1/A July 10, 2018 10.1 10.2† 2017 Equity Compensation Plan and Sub-Plan for U.K. Employees and forms of agreements thereunder. S-1/A June 26, 2018 10.2 10.3† 2018 Omnibus Incentive Compensation Plan and Sub-Plan for U.K. Employees and forms of agreements thereunder. 10-K May 19, 2022 10.3 10.4† Form of Performance Stock Unit Award Agreement under 2018 Omnibus Incentive Compensation Plan for U.S. Employees. 10-K May 16, 2024 10.4 10.5† Form of Performance Stock Unit Award Agreement under 2018 Omnibus Incentive Compensation Plan and Sub-Plan for U.K. Employees. 10-K May 16, 2024 10.5 10.6† Form of Inducement Stock Option Grant Agreement. 10-K May 16, 2024 10.6 10.7† Form of Inducement Restricted Stock Unit Grant Agreement. 10-K May 16, 2024 10.7 10.8† Employee Stock Purchase Plan. S-1/A July 10, 2018 10.4 10.16 Lease, dated as of April 1, 2016, by and between Cummings Properties, LLC and the Registrant. S-1 June 22, 2018 10.8 10.17 Lease, dated as of April 4, 2016, by and between MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited, and Replimune Limited. S-1 June 22, 2018 10.9 10.18 Deed of Variation, dated June 29, 2020, by and among MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited, and Replimune Limited. 10-Q August 7, 2020 10.3 10.19‡ Clinical Trial Collaboration and Supply Agreement, dated as of February 26, 2018, by and between Bristol-Myers Squibb Company and the Registrant. S-1/A July 10, 2018 10.12 TABLE OF CONTENTS Exhibit Number Exhibit Description Incorporated by Reference Form Date Number 10.20‡ Master Clinical Trial Collaboration and Supply Agreement, dated as of May 29, 2018, by and between Regeneron Pharmaceuticals, Inc. and the Registrant. S-1/A July 17, 2018 10.13 10.21 Indenture of Lease, dated as of June 22, 2018, by and between CRP/King 33 NY Ave. Owner, L.L.C. and the Registrant. S-1 June 22, 2018 10.12 10.22 Lease, dated as of June 7, 2019, by and between ND/CR Unicorn LLC and the Registrant. 8-K June 13, 2019 10.1 10.24 Clinical Trial Collaboration and Supply Agreement (RP-2), dated as of April 12, 2019, by and between Bristol-Myers Squibb Company and Replimune, Inc. 10-K June 3, 2020 10.22 10.25 Lease Agreement, dated as of October 29, 2021, by and among Replimune Limited, MEPC Milton Park No. 1 Limited, and MEPC Milton Park No. 2 Limited. 10-Q February 3, 2022 10.3 10.26 Lease Agreement, dated as of March 23, 2023, by and among Replimune Limited, MEPC Milton Park No. 1 Limited, and MEPC Milton Park No. 2 Limited. 10-K May 18, 2023 10.34 10.28 Second Amendment to Loan and Security Agreement, dated as of December 22, 2023, by and among Replimune Group Inc., Replimune, Inc., Replimune Limited and Hercules 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. 10-Q February 9, 2023 10.2 10.31† Amendment to Amended and Restated Employment Agreement, dated as of December 30, 2022, by and between Sushil Patel and Replimune, Inc. 10-Q February 9, 2023 10.3 10.32† Employment Agreement, dated as of December 30, 2022, by and between Christopher Sarchi and Replimune, Inc. 10-Q February 9, 2023 10.4 10.33† Employment Agreement, dated as of August 31, 2023, by and between Emily Hill and Replimune, Inc. 10-Q November 7, 2023 10.1 10.34† Second Amended and Restated Employment Agreement, dated as of March 25, 2024, by and between Replimune, Inc. and Sushil Patel. 10-K May 16, 2024 10.33 10.35† Second Amended and Restated Employment Agreement, dated as of March 25, 2024, by and between Replimune, Inc. and Philip Astley-Sparke. 10-K May 16, 2024 10.34 10.36† Separation and Transition Agreement, dated as of March 25, 2024, by and between Robert Coffin and Replimune, Inc. 10-K May 16, 2024 10.35 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-Q August 3, 2023 10.2 10.39† Separation Agreement and Release, dated as of March 26, 2024, by and between Pamela Esposito and Replimune, Inc. 10-K May 16, 2024 10.39 10.40† Consulting Agreement, dated as of March 26, 2024, by and between Pamela Esposito and Replimune, Inc. 10-K May 16, 2024 10.40 10.41† Separation Agreement and Release, dated as of March 31, 2024, by and between Tanya Lewis and Replimune, Inc. 10-K May 16, 2024 10.41 10.42† Consulting Agreement, dated as of March 31, 2024, by and between Tanya Lewis and Replimune, Inc. 10-K May 16, 2024 10.42 10.43† Form of U.K. Inducement Stock Option Grant Agreement 10-Q November 12, 2024 10.1 10.44† Form of U.K. Inducement Restricted Stock Unit Grant Agreement 10-Q November 12, 2024 10.2 TABLE OF CONTENTS Exhibit Number Exhibit Description Incorporated by Reference Form Date Number 10.45† Form of U.K. Strategic Initiative Restricted Stock Unit Grant Agreement 10-Q February 3, 2026 10.1 10.46† Form of U.S. Strategic Initiative Restricted Stock Unit Grant Agreement 10-Q February 3, 2026 10.2 10.47† Executive Severance Plan for Chief-Level Executives 10-Q November 12, 2024 10.3 10.48 Securities Purchase Agreement, dated June 12, 2024, by and among Replimune Group, Inc. and each of the investors as party thereto 8-K June 13, 2024 10.1 10.49 Form of Registration Rights Agreement 8-K June 13, 2024 10.2 10.50 Registration Rights Agreement, dated March 5, 2025, by and among Replimune Group, Inc. and 667, L.P. and Baker Brothers Life Sciences, L.P. 8-K March 7, 2025 10.1 19.1 Replimune Group, Inc. Amended and Restated Insider Trading Policy 10-K May 22, 2025 19.1 21.1* Subsidiaries of the Registrant. 23.1* Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm . 31.1* Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). 31.2* Certification of the Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). 32.1** Certification of the Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). 32.2** Certification of the Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). 97* Replimune Group, Inc. Clawback Policy 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. ___________________ * Filed herewith. ** Furnished and not filed herewith. † Indicates management contract or compensatory plan. ‡ Indicates confidential treatment has been requested with respect to specific portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. TABLE OF CONTENTS Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REPLIMUNE GROUP, INC. Date: June 29, 2026 By: /s/ SUSHIL PATEL Sushil Patel Chief Executive Officer and Director POWER OF ATTORNEY Each person whose individual signature appears below hereby constitutes and appoints Sushil Patel and Emily Hill, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place, and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated. TABLE OF CONTENTS Name Title Date /s/ SUSHIL PATEL Chief Executive Officer and Director (Principal Executive Officer) June 29, 2026 Sushil Patel /s/ EMILY HILL Chief Financial Officer, (Principal Financial Officer) June 29, 2026 Emily Hill /s/ ANDREW SCHWENDENMAN Chief Accounting Officer, (Principal Accounting Officer) June 29, 2026 Andrew Schwendenman /s/ PHILIP ASTLEY-SPARKE Director June 29, 2026 Philip Astley-Sparke /s/ KAPIL DHINGRA Director June 29, 2026 Kapil Dhingra /s/ MADHAVAN BALACHANDRAN Director June 29, 2026 Madhavan Balachandran /s/ CHRISTY OLIGER Director June 29, 2026 Christy Oliger /s/ PAOLO PUCCI Director June 29, 2026 Paolo Pucci /s/ JOSEPH SLATTERY Director June 29, 2026 Joseph Slattery /s/ VELEKA PEEPLES-DYER Director June 29, 2026 Veleka Peeples-Dyer /s/ DIETER WEINAND Director June 29, 2026 Dieter Weinand /s/ MICHAEL GOLLER Director June 29, 2026 Michael Goller