Replimune Group, Inc. 10-Q

Item 1. Financial Statements. REPLIMUNE GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and per share amounts) (Unaudited) June 30, 2026 March 31, 2026 Assets Current assets: Cash and cash equivalents $ 185,359 $ 209,024 Short-term investments 9,969 59,865 Research and development incentives receivable — 1,619 Prepaid expenses and other current assets 5,479 8,611 Total current assets 200,807 279,119 Property, plant and equipment, net 11,858 12,974 Restricted cash 1,703 1,703 Other non-current assets 3,238 2,942 Right-of-use asset - operating leases 3,068 3,270 Right-of-use asset - finance leases 31,773 32,380 Total assets $ 252,447 $ 332,388 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 4,261 $ 6,671 Accrued expenses and other current liabilities 30,111 47,516 Operating lease liabilities, current 1,136 1,158 Finance lease liabilities, current 2,904 2,883 Total current liabilities 38,412 58,228 Operating lease liabilities, non-current 2,136 2,328 Finance lease liabilities, non-current 21,685 21,909 Long term debt, net of discount 84,114 83,308 Other liabilities, non-current 455 455 Total liabilities 146,802 166,228 Commitments and contingencies (Note 14) Stockholders' equity Common stock, $ 0.001 par value; 150,000,000 shares authorized as of June 30, 2026 and March 31, 2026; 83,979,366 and 82,716,923 shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively 84 82 Additional paid-in capital 1,431,870 1,423,194 Accumulated deficit ( 1,332,285 ) ( 1,262,519 ) Accumulated other comprehensive income 5,976 5,403 Total stockholders' equity $ 105,645 $ 166,160 Total liabilities and stockholders' equity $ 252,447 $ 332,388 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents REPLIMUNE GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except share and per share amounts) (Unaudited) Three Months Ended June 30, 2026 2025 Operating expenses: Research and development $ 49,277 $ 57,843 Selling, general and administrative 18,970 32,579 Total operating expenses 68,247 90,422 Loss from operations ( 68,247 ) ( 90,422 ) Other income (expense): Research and development incentives 296 420 Investment income 1,960 4,714 Interest expense on finance lease liability ( 506 ) ( 521 ) Interest expense on debt obligations ( 2,581 ) ( 1,475 ) Other (expense) income, net ( 688 ) 591 Total other (expense) income, net ( 1,519 ) 3,729 Net loss $ ( 69,766 ) $ ( 86,693 ) Net loss per common share, basic and diluted $ ( 0.72 ) $ ( 0.95 ) Weighted average common shares outstanding, basic and diluted 96,864,452 91,516,199 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents REPLIMUNE GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Amounts in thousands) (Unaudited) Three Months Ended June 30, 2026 2025 Net loss $ ( 69,766 ) $ ( 86,693 ) Other comprehensive gain (loss): Foreign currency translation gain (loss) 582 ( 938 ) Net unrealized loss on short-term investments ( 9 ) ( 269 ) Comprehensive loss $ ( 69,193 ) $ ( 87,900 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents REPLIMUNE GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands, except share amounts) (Unaudited) Common stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive income Total stockholders’ equity Shares Amount Balances as of March 31, 2026 82,716,923 $ 82 $ 1,423,194 $ ( 1,262,519 ) $ 5,403 $ 166,160 Foreign currency translation adjustment — — — — 582 582 Unrealized loss on short-term investments — — — — ( 9 ) ( 9 ) Exercise of stock options 118,075 1 1,003 — — 1,004 Vesting of RSUs 1,144,368 1 ( 1 ) — — — Stock-based compensation expense — — 7,674 — — 7,674 Net loss — — — ( 69,766 ) — ( 69,766 ) Balances as of June 30, 2026 83,979,366 84 1,431,870 ( 1,332,285 ) 5,976 105,645 Balances as of March 31, 2025 77,085,024 $ 77 $ 1,358,897 $ ( 948,579 ) $ 5,448 $ 415,843 Foreign currency translation adjustment — — — — ( 938 ) ( 938 ) Unrealized loss on short-term investments — — — — ( 269 ) ( 269 ) Exercise of stock options 966 — 8 — — 8 Vesting of RSUs 721,184 1 1 — — 2 Stock-based compensation expense — — 8,762 — — 8,762 Net loss — — — ( 86,693 ) — ( 86,693 ) Balances as of June 30, 2025 77,807,174 78 1,367,668 ( 1,035,272 ) 4,241 336,715 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents REPLIMUNE GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited) Three Months Ended June 30, 2026 2025 Cash flows from operating activities: Net loss $ ( 69,766 ) $ ( 86,693 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 7,674 8,762 Depreciation and amortization 937 873 Operating lease, right-of-use-asset amortization 206 185 Finance lease, right-of-use-asset amortization 607 607 Net amortization of premiums and discounts on short-term investments ( 112 ) ( 1,339 ) Impairment on property, plant and equipment 108 — Noncash interest expense 806 415 Unrealized foreign currency transaction (gains) losses ( 688 ) 591 Changes in operating assets and liabilities: Research and development incentives receivable 1,347 1,631 Prepaid expenses and other current assets 3,129 234 Accounts payable ( 2,334 ) 3,765 Accrued expenses and other current liabilities ( 17,424 ) ( 5,536 ) Operating lease liabilities ( 218 ) ( 195 ) Other non-current liabilities — ( 316 ) Net cash used in operating activities ( 75,728 ) ( 77,016 ) Cash flows from investing activities: Purchases of property, plant and equipment and software capitalization ( 6 ) ( 2,740 ) Purchase of short-term investments ( 9,884 ) ( 37,581 ) Proceeds from sales and maturities of short-term investments 59,883 105,369 Net cash provided by investing activities 49,993 65,048 Cash flows from financing activities: Principal payment of finance lease obligation ( 203 ) ( 166 ) Proceeds from exercise of stock options 1,003 8 Net cash provided by (used in) financing activities $ 800 $ ( 158 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 1,270 ( 1,616 ) Net decrease in cash, cash equivalents and restricted cash ( 23,665 ) ( 13,742 ) Cash, cash equivalents and restricted cash at beginning of period 210,727 112,822 Cash, cash equivalents and restricted cash at end of period $ 187,062 $ 99,080 Supplemental disclosure of cash flow information: Cash paid during the period for interest 1,775 1,059 Cash paid for income taxes, net 33 — Supplemental disclosure of non-cash investing and financing activities: Purchases of property and equipment included in accounts payable and accrued expenses 3 645 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents REPLIMUNE GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share amounts) (Unaudited) 1. Nature of the business Replimune Group, Inc. (the “Company”) is a commercial-stage biotechnology company with the mission to transform cancer treatment by pioneering the development of a novel portfolio of oncolytic immunotherapies. The Company's proprietary oncolytic immunotherapy product and product candidates are designed and intended to maximally activate the immune system against cancer. 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 companies in the biotechnology industry, including, but not limited to, those related to the development and commercialization of our product and product candidates, our ability to successfully complete one or more confirmatory trials of TUDRIQEV (vusolimogene oderparepvec-wtpg), previously referred to as RP1, our expectations about our cash runway, the design and advancement of our clinical trials , the requirements and views of regulators, the development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, third-party intellectual property, 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 review and 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 revenue from product sales. The Company's proprietary RPx platform is based on a novel, engineered strain of herpes simplex virus 1, or HSV-1, backbone with added payloads that are intended to maximize immunogenic cell death and the induction of a systemic anti-tumor immune response. In addition to TUDRIQEV, the Company currently has two further RPx product candidates, RP2 and RP3. We have been conducting a number of clinical trials of TUDRIQEV, both as a monotherapy and in combination with anti-PD-1 therapy with the goal of establishing a major skin cancer treatment franchise. Basis of presentation The accompanying condensed 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 $ 69.8 million and $ 86.7 million for the three months ended June 30, 2026 and 2025, respectively. In addition, as of June 30, 2026, the Company had an accumulated deficit of $ 1,332.3 million. The Company expects to continue to generate operating losses for the foreseeable future and will need to finance its future cash needs through any or a combination of equity offerings, debt financings, collaborations, strategic partnerships and alliances or licensing arrangements. If the Company is unable to obtain funding, the Company would be forced to delay, reduce or eliminate some or all of its research and development programs, preclinical and clinical testing or commercialization efforts, which could adversely affect its business prospects. As described in the Company's Annual Report on Form 10-K for the year ended March 31, 2026, substantial doubt existed about the Company's ability to continue as a going concern. The conditions that raised substantial doubt have been subsequently alleviated, as the Company raised approximately $ 141.0 million in net proceeds from an equity offering in August 2026. The Company expects that its cash and cash equivalents and short-term investments will be sufficient to fund its operations for greater than twelve months from the issuance of these condensed consolidated financial statements, which includes the commercialization of TUDRIQEV in advanced melanoma and for working capital and general corporate purposes. These estimates are based on assumptions that may prove to be wrong and the Company could utilize its available capital resources sooner than expected. 2. Summary of significant accounting policies Principles of consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("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. 8 Table of Contents Use of estimates 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 condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed 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. Unaudited interim financial information The accompanying condensed consolidated balance sheet as of June 30, 2026, the condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss and consolidated statements of stockholders’ equity for the three months ended June 30, 2026 and 2025 and the condensed consolidated statements of cash flows for the three months ended June 30, 2026 and 2025 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2026 and the results of its operations for the three months ended June 30, 2026 and 2025 and its cash flows for the three months ended June 30, 2026 and 2025. The financial data and other information disclosed in these consolidated notes related to the three months ended June 30, 2026 and 2025 are unaudited. The results for the three months ended June 30, 2026 are not necessarily indicative of results to be expected for the year ending March 31, 2027, any other interim periods or any future year or period. The financial information included herein should be read in conjunction with the financial statements and notes in the Company's Annual Report on Form 10-K for the year ended March 31, 2026, which was filed with the U.S. Securities and Exchange Commission, or the SEC, on June 29, 2026 (the "Annual Report"). During the three months ended June 30, 2026, there have been no changes to the Company’s significant accounting policies as described in the Annual Report. 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: 9 Table of Contents Fair Value Measurements as of June 30, 2026 Using: Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ — $ 37,513 $ — $ 37,513 US Government Agency bonds — 4,984 — 4,984 US Treasury bonds — 39,939 — 39,939 Short-term investments US Government Agency bonds — 9,969 — 9,969 — 92,405 — 92,405 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 The underlying securities in the money market funds held by the Company are all government backed securities. During the three months ended June 30, 2026 and 2025, there were no transfers between levels. Valuation of cash equivalents and short-term investments Money market funds, U.S. Government Agency bonds and U.S. Treasury 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. 4. Short-term investments As of June 30, 2026 and March 31, 2026, the Company's available-for-sale investments by type consisted of the following: June 30, 2026 Amortized cost Gross unrealized gains Gross unrealized losses Credit Losses Fair value US Government agency bonds $ 9,970 $ — $ ( 1 ) $ — $ 9,969 Total $ 9,970 $ — $ ( 1 ) $ — $ 9,969 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 Total $ 59,857 $ 9 $ ( 1 ) $ — $ 59,865 As of June 30, 2026 and March 31, 2026, available-for-sale securities consisted of investments that mature within one year. 10 Table of Contents 5. Property, plant and equipment, net Property, plant and equipment, net consisted of the following: June 30, 2026 March 31, 2026 Office equipment $ 1,897 $ 1,897 Computer equipment 2,516 2,441 Plant, manufacturing and laboratory equipment 12,727 12,325 Leasehold improvements 2,504 2,504 Capitalized software 9,736 9,736 Construction in progress 146 802 Total property, plant and equipment 29,526 29,705 Less: Accumulated depreciation ( 17,668 ) ( 16,731 ) Property, plant and equipment, net $ 11,858 $ 12,974 Depreciation and amortization expense, including amortization on capitalized software, was $ 0.9 million for the three months ended June 30, 2026 and $ 0.9 million for the three months ended June 30, 2025. Amortization on capitalized software for the three months ended June 30, 2026 and 2025 was $ 0.3 million and $ 0.3 million, respectively. Depreciation and amortization expense is recorded within research and development and selling, general and administrative expenses in the consolidated statement of operations. 6. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: June 30, 2026 March 31, 2026 Accrued research and development costs $ 21,716 $ 26,740 Accrued compensation and benefits costs 5,127 17,483 Accrued professional fees 1,230 537 Other 2,038 2,756 Total accrued expenses and other current liabilities $ 30,111 $ 47,516 7 Debt On October 6, 2022, the Company and certain of its subsidiaries 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 11 Table of Contents 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 extended the amortization date, with a balloon payment, inclusive of accrued interest and principal due on the maturity date of October 1, 2027 with the caveat that if the Company receives FDA approval prior to October 1, 2027, the amortization and maturity date shall be extended to October 1, 2029. As a result of the Company's receipt of approval from the FDA, the maturity date has been extended to October 1, 2029. Borrowings under the Loan Agreement are repayable in monthly interest-only payments through September 2029, 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 %. The principal balance of the Term Loan Facility will bear “payment-in-kind” interest at the rate of 1.50 % (“PIK Interest”), which PIK Interest will be added to the outstanding principal balance of the Term Loan Facility on each interest payment date. 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 which commenced 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. The amount accrued for the final payment is $ 2.1 million as of June 30, 2026 and $ 1.7 million as of March 31, 2026. 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 $ 0.4 million and $ 0.5 million were recorded in other assets as of June 30, 2026 and March 31, 2026, respectively. Interest expense for the three months ended June 30, 2026 was $ 2.6 million and $ 1.5 million for the three months ended June 30, 2025. The summary of obligations under the term loan as of June 30, 2026 and March 31, 2026 consisted of the following (in thousands): June 30, 2026 March 31, 2026 Principal loan balance $ 82,564 $ 82,252 Facility charge and diligence fee ( 96 ) ( 120 ) Unamortized issuance costs ( 430 ) ( 536 ) Accumulated end of term fee 2,076 1,712 Long term debt, net of discount $ 84,114 $ 83,308 12 Table of Contents The annual principal payments due under the Loan Agreement as of fiscal June 30, 2026 and March 31, 2026 were as follows: June 30, 2026 March 31, 2026 2027 $ — $ — 2028 84,150 84,150 Total $ 84,150 $ 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 Common stock As of June 30, 2026 and March 31, 2026, 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 stock 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: June 30, 2026 March 31, 2026 Stock options, issued and outstanding 12,492,872 11,785,458 Restricted and performance stock units 4,825,591 5,508,882 Stock options and restricted stock units, future issuance 3,696,006 1,569,457 Employee stock purchase plan, available for future grants 4,799,623 4,102,399 Pre-funded warrants 14,058,153 14,058,153 Total shares of common stock reserved for future issuance 39,872,245 37,024,349 Undesignated preferred stock As of June 30, 2026, 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 June 30, 2026. ATM program On August 3, 2023, the Company and Leerink Partners LLC (the "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 shares of the Company's common stock, $ 0.001 par value shares (the "Shares"), through the 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 SEC 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 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 13 Table of Contents conditions the Company may impose). The Company will pay the 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 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 three months ended June 30, 2026 and 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 Shares pursuant to the 2023 Sales Agreement. 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 pre-funded 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 pre-funded 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 their issuance. As of June 30, 2026, 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 the Company’s 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 all cases, 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 as reported on the consolidated balance sheet, though they are included in the Company's annual pool increase calculation as described in Note 10, as well as the weighted average outstanding common stock in the calculation of basic and diluted net loss per share, as described below in Note 11. 10 Stock-based compensation Stock-based compensation expense Stock-based compensation expense was classified in the consolidated statements of operations as follows: Three Months Ended June 30, 2026 2025 Research and development $ 3,615 $ 4,689 Selling, general and administrative 4,059 4,073 $ 7,674 $ 8,762 14 Table of Contents The following table summarizes stock-based compensation expense by award type for the three months ended June 30, 2026 and 2025: Three Months Ended June 30, 2026 2025 Stock options $ 3,460 $ 4,137 Restricted and performance stock units 4,214 4,625 $ 7,674 $ 8,762 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 filed in connection with 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 of common stock 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 the 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 common 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 as of March 31, 2026, as described in Note 9 to these condensed consolidated financial statements, or such lesser amount as determined by the Board. On April 1, 2026, the number of shares reserved for issuance under the 2018 Plan automatically increased by 3,871,003 shares pursuant to the terms of the 2018 Plan and based on total number of shares of common stock outstanding on March 31, 2026. As of June 30, 2026, 3,696,006 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 the plan is 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 restricted stock units ("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 of the date of grant and the subsequent installments occurring on the subsequent three annual anniversaries of the designated vesting date. In 2024, the Company's 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. On June 30, 2026, the compensation committee of the board of directors agreed to extend the performance period with respect to the “Target” performance level set forth in the PSU Award Agreement to end on December 24, 2026. Accordingly, the PSUs will vest at 100% given the approval of the Company's first Biologics License Application ("BLA") for TUDRIQEV by the Food and Drug Administration ("FDA"). 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 15 Table of Contents achieved. The Company did no t grant any PSUs under the 2018 Plan during the three months ended June 30, 2026 or 2025. The Company reassesses the probability of achieving the performance condition at each reporting period. As of June 30, 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 that was filed in connection with the Company’s IPO. The total shares of common stock initially reserved for issuance under the ESPP is 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 condensed 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, 2026, the number of shares reserved for issuance under the ESPP automatically increased by 697,224 , for a total of 4,799,623 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 Grants 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. The Company did not grant any out-of-plan inducement grants during the three months ended June 30, 2026. During the three months ended June 30, 2025, the Company granted 156,895 nonqualified stock options to purchase shares of the Company's common stock, and 240,960 restricted stock units 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 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 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: Three Months Ended June 30, 2026 2025 Risk-free interest rate 4.06 % 3.97 % Expected term (in years) 6.0 6.0 Expected volatility 106.7 % 76.3 % Expected dividend yield 0 % 0 % 16 Table of Contents Stock options The following table summarizes the Company’s stock option activity: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of March 31, 2026 11,785,458 $ 14.12 5.63 $ 4,323 Granted 2,167,083 7.63 Exercised ( 118,075 ) 8.49 Cancelled ( 1,341,594 ) 14.53 Outstanding as of June 30, 2026 12,492,872 13.00 5.71 25,470 Options exercisable as of June 30, 2026 8,594,036 14.99 4.23 14,195 Options vested and expected to vest as of June 30, 2026 12,492,872 $ 13.00 5.71 $ 25,470 As of June 30, 2026, there was $ 23.4 million of unrecognized compensation cost related to unvested common stock options, which is expected to be recognized over a weighted average period of 2.7 years. The weighted average grant-date fair value of stock options granted during the three months ended June 30, 2026 and 2025 was $ 6.33 and $ 5.80 , respectively. The aggregate intrinsic value of stock options exercised during the three months ended June 30, 2026 was $ 0.2 million and the aggregate intrinsic value of stock options exercised during the three months ended June 30, 2025 was immaterial. Restricted and performance stock units A summary of the changes in the Company’s RSUs and PSUs during the three months ended June 30, 2026 is as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Outstanding as of March 31, 2026 5,508,882 $ 9.69 Granted 2,510,630 7.65 Vested ( 1,144,368 ) 10.47 Cancelled ( 2,049,553 ) 8.79 Outstanding as of June 30, 2026 4,825,591 $ 8.82 During the three months ended June 30, 2026 and 2025, the weighted average grant date fair value of awards granted is $ 19.2 million and $ 20.1 million, respectively. In addition, the total fair value of shares vested during the three months ended June 30, 2026 and 2025 is $ 12.0 million and $ 11.7 million, respectively. As of June 30, 2026, there was $ 34.1 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 2.7 years. In addition, unrecognized compensation costs related to performance based awards tied to the achievement of a company milestone account for approximately $ 3.2 million. 11 Net loss per share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: 17 Table of Contents Three Months Ended June 30, 2026 2025 Numerator: Net loss $ ( 69,766 ) $ ( 86,693 ) Denominator: Weighted average common shares outstanding, basic and diluted 96,864,452 91,516,199 Net loss per share, basic and diluted $ ( 0.72 ) $ ( 0.95 ) The 14,058,153 shares of the Company's common stock issuable upon exercise of pre-funded warrants described in Note 9 to these condensed 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 series 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: Three Months Ended June 30, 2026 2025 Options to purchase common stock 12,492,872 12,273,997 Unvested restricted and performance stock units 4,825,591 5,231,911 Warrants to purchase common stock — 497,344 17,318,463 18,003,252 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 compound in the clinical trial will terminate. 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. 13 Collaboration and other arrangements 18 Table of Contents 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 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. 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. 14 Commitments and contingencies Leases The table below presents the lease-related costs which are included in the consolidated statements of operations for the three months ended June 30, 2026 and 2025: Three Months Ended June 30, 2026 2025 Lease cost Finance lease costs: Amortization of right-of-use asset $ 607 $ 607 Interest on lease liabilities 506 521 Operating lease costs 289 288 Total lease cost $ 1,402 $ 1,416 The following table summarizes the classification of lease costs in the consolidated statement of operations for the three months ended June 30, 2026 and 2025 as follows: Three Months Ended June 30, 2026 2025 Finance Lease Costs Research and development $ 607 $ 607 Other expenses 506 521 Operating Lease Costs Research and development 215 223 Selling, general and administrative 74 65 Total lease cost $ 1,402 $ 1,416 The following table summarizes the maturity of the Company's lease liabilities on an undiscounted cash flow basis by fiscal year and a reconciliation to the operating and finance lease liabilities recognized on its balance sheet as of June 30, 2026: 19 Table of Contents June 30, 2026 Operating leases Finance lease Total 2027 (remaining nine months) $ 861 $ 2,175 $ 3,036 2028 1,107 2,969 4,076 2029 1,021 3,058 4,079 2030 588 3,096 3,684 2031 370 3,096 3,466 Thereafter — 25,802 25,802 Total lease payments 3,947 40,196 44,143 Less: interest 675 15,607 16,282 Total lease liabilities $ 3,272 $ 24,589 $ 27,861 The following table provides lease disclosure for the three months ended June 30, 2026 and 2025: Three Months Ended June 30, 2026 2025 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 302 $ 299 Operating cash flows from finance leases $ 506 $ 521 Financing cash flows from finance leases $ 203 $ 166 Weighted-average remaining lease term - operating leases 3.6 years 4.5 years Weighted-average remaining lease term - finance leases 13.1 years 14.1 years Weighted-average discount rate - operating leases 10.4 % 10.5 % Weighted-average discount rate - finance leases 8.3 % 8.3 % The variable lease costs and short-term lease costs were insignificant for the three months ended June 30, 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 June 30, 2026 and March 31, 2026, the Company had committed to minimum payments under these arrangements totaling $ 0.8 million and $ 0.8 million, respectively. 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 condensed consolidated financial statements as of June 30, 2026 or March 31, 2026. Legal proceedings 20 Table of Contents 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. 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 now due on August 17, 2026. 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. 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. On August 6, 2026, a class action complaint alleging violations of the federal securities laws was filed against the Company and its directors and certain officers in the District of Massachusetts. The complaint, captioned Toor v. Replimune Group, Inc. et al., Case No. 1:26-cv-13612, alleges essentially the same facts and circumstances as the Lead Plaintiff's case. The Company and the other defendants deny any wrongdoing and continue to vigorously defend this action. 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 three months ended June 30, 2026. 15 Income taxes The Company did not record an income tax provision for the three months ended June 30, 2026 or 2025 as a result of forecasted United States and United Kingdom losses for the respective years. The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets both in the United States and United Kingdom, which primarily consist of net operating loss carryforwards. The Company has considered its history of cumulative net losses, future reversals of existing taxable temporary differences, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. 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 table below: 21 Table of Contents June 30, 2026 March 31, 2026 United States $ 11,171 $ 12,174 United Kingdom 687 800 $ 11,858 $ 12,974 17 Segment information The Company manages its operations as a single operating and reportable segment with a focus on developing and commercializing novel oncolytic immunotherapies in order to treat cancer. The Company 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 the Chief Executive Officer. The CODM reviews consolidated operating results, and uses the Company's loss from operations and 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 three months ended June 30, 2026 and 2025: Three Months Ended June 30, 2026 2025 Operating expenses: (Amounts in thousands) Direct research and development expenses by program: RP1 program costs by study: IGNYTE $ 674 $ 3,452 ARTACUS 484 1,619 CERPASS ( 270 ) 1,208 IGNYTE-3 7,950 4,861 Other RP1 study costs 1,399 4,422 RP2 8,828 3,875 RP3 246 857 Unallocated research and development expenses¹: 29,966 37,549 Selling, general and administrative 18,970 32,579 Total operating expenses 68,247 90,422 Loss from operations ( 68,247 ) ( 90,422 ) Other (expense) income, net ( 1,519 ) $ 3,729 Net loss ( 69,766 ) ( 86,693 ) ¹Includes personnel-related costs and other costs 18 Subsequent Events FDA approval of TUDRIQEV On August 6, 2026, the FDA granted accelerated approval for TUDRIQEV (vusolimogene oderparepvec-wtpg), previously referred to as RP1, in combination with nivolumab for the treatment of adults with unresectable advanced cutaneous melanoma who experienced disease progression on an anti-PD-1 antibody-based regimen. This indication is approved under accelerated approval based on objective response rate and duration of response. This approval is a significant milestone for the Company, and the commercial launch of TUDRIQEV is in progress. Equity offering 22 Table of Contents On August 10, 2026, the Company completed an offering of (a) 9,701,490 shares of the Company’s common stock at an offering price of $ 12.06 per share and, (b) in lieu of common stock to certain investors, pre-funded warrants to purchase 2,736,340 shares of its common stock at an offering price of $ 12.0599 per pre-funded warrant. The company received aggregate net proceeds of approximately $ 141.0 million after deducting fees and expenses of approximately $ 9.0 million. Table of Contents