What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-05-22 compared with 2024-05-16 · 307 added, 289 removed, 921 unchanged (39% of the section changed)

1 unchanged sentence

Evaluation of disclosure controls and procedures

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to a company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2024.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2024.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

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

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

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

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

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

Management’s report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

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

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

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

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

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

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

Management of the Company has assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2024.

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 (COSO).

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2024.

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.

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

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

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

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

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

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

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.

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

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

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.

Management's Plan for Remediation of the Material Weakness

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

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

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

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

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

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

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

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

Changes in internal control over financial reporting

2 unchanged sentences

Rule 10b5-1 Plan Trading Arrangements

During the three months ended March 31, 2024, each of the following officers adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) that is intended to satisfy the affirmative defense of Rule 10b5-1(c)

under the Exchange Act and our policies on insider trading:

Name & Title Date Adopted (1)

Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement Expiration Date (3)

Pamela Esposito

Chief Business Officer

2/21/2024 (2)

Indeterminable (4)

November 14, 2024

Konstantinos Xynos

Chief Medical Officer

2/13/2024 (2)

Indeterminable (4)

February 18, 2025

(1) Date of adoption of Rule 10b5-1 trading arrangements is in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations.

(2) The first trade pursuant to the Rule 10b5-1 trading arrangement will be, in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations, on a date after the date of adoption of the Rule 10b5-1 trading arrangement.

(3) The Rule 10b5-1 trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table.

The arrangement also provides for automatic expiration in the event of liquidation, dissolution, bankruptcy, insolvency, or death of the adopting person.

(4) The Rule 10b5-1 trading arrangement includes the sale of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes.

The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to the Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of the future vesting events.

For purposes of this disclosure, we have reported the gross number of shares to be received upon the future vesting of such equity awards, before subtracting any shares to be withheld by us to satisfy applicable taxes in connection with such future vesting events.

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

Disclosure Regarding Jurisdictions That Prevent Inspections

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

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not Applicable.

4 unchanged sentences

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.

The remaining information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended March 31, 2024.

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 as Exhibit 19.1 to this Annual Report on Form 10-K.

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 2025 annual meeting of stockholders, or our 2025 Proxy Statement, and is hereby incorporated by reference.

We will file our 2025 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, 2025.

Executive compensation

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange commission not later than 120 days after the close of our fiscal year ended March 31, 2024.

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 2025 Proxy Statement and is hereby incorporated by reference.

Information about compensation of the Board appears under the "Director Compensation" section of our 2025 Proxy Statement and is hereby incorporated by reference.

We will file our 2025 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, 2025.

Security ownership of certain beneficial owners and management and related stockholder matters

12 unchanged sentences

ESPP — — 3,405,175

Equity compensation plans not approved by stockholders

Total 9,616,113 5,524,458

1 unchanged sentence

(1) Includes 3,098,797 shares of common stock subject to outstanding restricted and performance stock units.

The remaining information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange commission not later than 120 days after the close of our fiscal year ended March 31, 2024.

Information about security ownership of certain beneficial owners and management appears under the "Security Ownership of Certain Owners and Management" section of our 2025 Proxy Statement and is hereby incorporated by reference.

We will file our 2025 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, 2025.

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 2025 Proxy Statement and are hereby incorporated by reference.

We will file our 2025 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, 2025.

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 2025 Proxy Statement and is hereby incorporated by reference.

We will file our 2025 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, 2025.

Exhibits and financial statement schedules

65 unchanged sentences

Restricted cash 1,703 1,700

Other non-current assets

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

20 unchanged sentences

Accumulated deficit ( 948,579 ) ( 701,282 )

Accumulated other comprehensive income (loss) 4,855 5,729

Accumulated other comprehensive income

Total stockholders’ equity 415,843 374,508

21 unchanged sentences

( 5,775 ) ( 4,497 )

Other income (expense)

771 ( 5,676 )

Other (expense) income

Total other income, net 14,798 19,387

12 unchanged sentences

Other comprehensive loss:

Foreign currency translation (loss) gain

( 826 ) 5,483

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

Foreign currency translation gain (loss)

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

Comprehensive loss $ ( 246,704 ) $ ( 216,668 )

3 unchanged sentences

(Amounts in thousands, except share amounts)

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

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

Total stockholders’ equity

Shares Amount

Balances as of March 31, 2023 56,676,313 $ 57 $ 1,034,994 $ ( 485,488 ) $ 5,729 $ 555,292

Issuance of common stock through ATM sales, net of offering costs 2,026,438 2 37,436 — — 37,438

Issuance of prefunded warrants to purchase common stock — — 92,778 — — 92,778

Issuance of common stock, net of issuance costs and underwriter fees 6,810,658 7 149,847 — — 149,854

Foreign currency translation adjustment — — — — ( 826 ) ( 826 )

Unrealized gain on short-term investments — — — — ( 48 ) ( 48 )

Exercise of pre-funded warrants 4,202,622 4 ( 4 ) — — —

Exercise of stock options 164,221 — 1,759 — — 1,759

3 unchanged sentences

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 loss on short-term investments

— — — — ( 48 ) ( 48 )

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

Exercise of pre-funded warrants 739,225 1 ( 1 ) — — —

4,202,622 4 ( 4 ) — — —

Exercise of stock options 84,261 — 267 — — 267

21 unchanged sentences

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

Other non-current assets

Accounts payable 9,941 ( 2,794 )

4 unchanged sentences

Cash flows from investing activities:

Purchases of property, plant and equipment ( 5,662 ) ( 2,270 )

Purchases of property, plant and equipment and software capitalization

( 6,687 ) ( 5,662 )

Purchase of short-term investments ( 403,586 ) ( 489,516 )

Proceeds from sales and maturities of short-term investments 386,477 592,379

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

( 23,796 ) 97,201

Cash flows from financing activities:

Proceeds from issuance of common stock, net of underwriting fees and discounts — 149,854

Proceeds from issuance of prefunded warrants to purchase common stock, net of underwriting fees and discounts

Proceeds from issuance of common stock through ATM sales, net of offering costs — 37,438

Proceeds from long-term debt, net of debt issuance costs 15,000 28,154

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

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

Proceeds from long-term debt

Principal payment of finance lease obligation ( 599 ) ( 476 )

2 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash 315 ( 86 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 72,069 ) 40,642

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

36,665 ( 72,069 )

Cash, cash equivalents and restricted cash at beginning of period 76,157 148,226

5 unchanged sentences

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

Lease assets obtained in exchange for new operating lease liabilities $ — $ 290

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

19 unchanged sentences

In addition, as of March 31, 2025, the Company had an accumulated deficit of $ 948.6 million.

The Company expects to continue to generate operating losses for the foreseeable future.

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

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

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

11 unchanged sentences

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.

Adjustments that arise from exchange rate changes

REPLIMUNE GROUP, INC.

1 unchanged sentence

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

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

Concentrations of credit risk and of significant suppliers

11 unchanged sentences

The Company holds restricted cash in segregated bank accounts in connection with a letter of credit.

As of March 31, 2024 and 2023, restricted cash consisted of $ 1.7 million, held for the benefit of the landlords in connection with our leases and for the Company's credit card program in the United Kingdom.

As of March 31, 2025 and 2024, 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.

12 unchanged sentences

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:

REPLIMUNE GROUP, INC.

1 unchanged sentence

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

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

10 unchanged sentences

Costs incurred during the preliminary project stage and the post-implementation-operation stage are expensed as incurred.

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, 2025 and 2024.

Impairment of long-lived assets

13 unchanged sentences

• 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

REPLIMUNE GROUP, INC.

1 unchanged sentence

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

debt approximates its fair value at each balance sheet date due to its variable interest rate, which approximates a market interest rate.

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).

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

21 unchanged sentences

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

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

4 unchanged sentences

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

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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).

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

Forfeitures are accounted for as they occur.

13 unchanged sentences

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

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

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

For the year ended March 31, 2023, comprehensive loss included $ 5.5 million of foreign currency translation gains and $ 1.2 million of unrealized gains on short-term investments, net of tax.

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.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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.

5 unchanged sentences

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

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

50 % likelihood of being realized upon ultimate settlement.

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.

3 unchanged sentences

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

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

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

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

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

Recently Issued Accounting Pronouncements

4 unchanged sentences

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

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

Improvements to Reportable Segment Disclosures".

The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements.

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

The Company is currently evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.

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

Disaggregation of Income Statement Expenses.

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

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

Early adoption is permitted.

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

Fair value of financial assets and liabilities

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Fair value of financial assets and liabilities (Continued)

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

15 unchanged sentences

$ — $ 387,288 $ — $ 387,288

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Fair value of financial assets and liabilities (Continued)

The underlying securities held in the money market funds held by the Company are all government backed securities.

17 unchanged sentences

$ 346,322 $ 44 $ ( 155 ) $ — $ 346,211

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

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

Government agency bonds and U.S.

Treasury bonds which had maturities between one and two years and an aggregate fair value of $ 15.1 million.

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

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

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Property, plant and equipment, net

11 unchanged sentences

Depreciation and amortization expense was $ 3.5 million and $ 2.7 million for the years ended March 31, 2025 and 2024, respectively, and recorded within research and development and selling, general and administrative expenses in the consolidated statement of operations.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Accrued expenses and other current liabilities

14 unchanged sentences

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, is unchanged, but the option to borrow additional funds were redistributed from tranche 1 to tranche 2.

The total amount of the Loan Agreement, as

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Long-term debt (Continued)

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

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

9 unchanged sentences

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

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Long-term debt (Continued)

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

1 unchanged sentence

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

The 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 certain levels of cash in accounts subject to a control agreement in favor of the Agent (the “Unrestricted Cash”) at all times commencing on January 1, 2024.

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

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

7 unchanged sentences

The summary of obligations under the term loan as of March 31, 2025 and 2024 consisted of the following (in thousands):

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Long-term debt (Continued)

March 31, 2025 March 31, 2024

10 unchanged sentences

Stockholders’ Equity

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stockholders’ Equity (Continued)

As of March 31, 2025 and 2024, 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.

12 unchanged sentences

There were no undesignated preferred shares issued or outstanding as of March 31, 2025 and 2024.

On August 11, 2020, the Company and SVB Leerink (the "Agent") entered into a sales agreement, which was subsequently amended on October 21, 2020 (as amended, the “2020 Sales Agreement”), pursuant to which the Company could sell, from time to time, at its option, up to an aggregate of $ 62.5 million of shares of the Company’s common stock through the Agent, as the Company’s sales agent.

During the fiscal year ended March 31, 2023, the Company settled transactions that occurred pursuant to the 2020 Sales Agreement, whereby the Company issued and sold an aggregate of 1,686,438 shares of its common stock, resulting in gross proceeds of $ 32.0 million, before deducting fees of $ 1.0 million.

On June 23, 2022, the 2020 Sales Agreement was terminated by the execution by the Company and the Agent of a new sales agreement (the “2022 Sales Agreement”).

Under the 2022 Sales Agreement, the Company may sell, from time to time, at its option, up to an aggregate $ 100.0 million of shares of the Company's common stock through the Agent, as the Company's sales agent.

During the year ended March 31, 2023, pursuant to the 2022 Sales Agreement, the Company issued and sold an aggregate of 340,000 shares of its common stock, resulting in gross proceeds of $ 6.7 million, before deducting fees of $ 0.3 million.

On August 3, 2023, the 2022 Sales Agreement was terminated by the execution by the Company and Leerink Partners LLC (formerly known as SVB Securities LLC) (the "Current Agent") of a new sales agreement, which was subsequently amended on May 16, 2024 (as so amended, the "2023 Sales Agreement").

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

Any Shares to be offered and sold under the 2023 Sales Agreement will be issued and sold (i) by methods deemed to be an “at the market offering” (“ATM”) as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or if authorized by the Company, in negotiated transactions or block trades, and (ii) pursuant to a registration statement on Form S-3 filed by the Company with the Securities and Exchange Commission on August 3, 2023, as amended for an offering of various

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

REPLIMUNE GROUP, INC.

2 unchanged sentences

Stockholders’ Equity (Continued)

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.

Under the 2023 Sales Agreement, the Company may sell, from time to time, at its option, up to an aggregate of $ 89.0 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.

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).

1 unchanged sentence

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

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

During the years ended March 31, 2025 and 2024, 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.

Equity offerings

In December 2022, the Company completed a public offering of (a) 6,810,658 shares of the Company’s common stock, inclusive of the underwriters 30-day option to purchase up to an additional 1,436,172 shares of the Company’s common stock, at a public offering price of $ 23.50 per share and (b) pre-funded warrants to purchase 4,200,000 shares of the Company’s common stock at a public offering price of $ 23.4999 per warrant.

The Company received aggregate net proceeds of approximately $ 242.6 million after deducting underwriting discounts, commissions and other offering expenses payable by the Company of approximately $ 16.1 million.

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.

Pre-funded Warrants

Between November 2019 and December 2022, the Company completed public offerings including an option to purchase pre-funded warrants to purchase shares of the Company's common stock.

As of March 31, 2024, the total amount of pre-funded warrants issued was 9,484,238 of which 4,202,622 have been exercised and 5,281,616 remained outstanding.

The remaining outstanding pre-funded warrants described above 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 if such holder, together with its affiliates, would beneficially own more than 9.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise.

A holder of a pre-funded warrant may increase or decrease this percentage up to 19.99 % by providing at least 61 days’ prior notice to the Company.

The 5,281,616 shares of the Company's common stock underlying the above described pre-funded warrants, 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, 2024, a holder of the Company's pre-funded warrants exercised 4,202,622 of its pre-funded warrants and the Company issued 4,202,622 shares of common stock in exchange thereof.

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, 2025, a holder of the Company's pre-funded warrants exercised 739,225 of its pre-funded warrants for an exercise price of $ 0.0001 per pre-funded warrant and the Company issued 739,225 shares of Common Stock in exchange thereof.

Stock-based compensation

6 unchanged sentences

The following table summarizes stock-based compensation expense by award type for the years ended March 31, 2025 and 2024 as follows:

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stock-based compensation (Continued)

Year ended March 31,

2 unchanged sentences

15,159 12,531

$ 35,044 $ 34,125

2015 Enterprise Management Incentive Share Option Plan

9 unchanged sentences

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

The maximum number of common shares that may be issued under the 2017 Plan was 2,659,885 , of which none remained available for future grants as of March 31, 2024.

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

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

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

In addition, shares of common stock that are tendered to

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stock-based compensation (Continued)

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

2018 Omnibus Incentive Compensation Plan

4 unchanged sentences

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, 2023, the number of shares reserved for issuance under the 2018 Plan automatically increased by 2,646,422 shares pursuant to the terms of the 2018 Plan and based on total number of shares of Company stock

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stock-based compensation (Continued)

outstanding on March 31, 2023.

On April 1, 2024, the number of shares reserved for issuance under the 2018 Plan automatically increased by 2,667,868 shares pursuant to the terms of the 2018 Plan and based on total number of shares of Company stock outstanding on March 31, 2024.

As of March 31, 2025, 2,119,283 shares remained available for future grants under the 2018 Plan.

7 unchanged sentences

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

The PSUs will vest in connection with the timely achievement of a specified corporate milestone, and the expense recognized for these awards is based on the grant date fair value of the Company's common stock multiplied by the number of units granted.

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

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

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

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

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.

Employee Stock Purchase Plan

1 unchanged sentence

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 5,281,616 shares issuable upon exercise of those pre-funded warrants described in Note 9 to these consolidated financial statements, or 697,224 shares, whichever is less (or such lesser amount as determined by the Company’s board of directors) will be added to the number of shares authorized under the ESPP.

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

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stock-based compensation (Continued)

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

In accordance with the terms of the ESPP, on April 1, 2024, the number of shares reserved for issuance under the ESPP automatically increased by 666,967 , for a total of 3,405,175 shares reserved for the ESPP.

2 unchanged sentences

Out-of-Plan Inducement Grant

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

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

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

3 unchanged sentences

During the years ended March 31, 2025 and 2024, the Company granted 267,835 and 125,000 nonqualified stock options to purchase shares of the Company's common stock, respectively, and 404,030 and 83,330 restricted stock units, respectively, under employment inducement grants.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stock-based compensation (Continued)

Stock option valuation

The fair value of stock option grants is estimated using the Black-Scholes option-pricing model.

As the Company has limited company-specific historical and implied volatility information, the expected stock volatility is based on a combination of Replimune volatility and the historical volatility of a publicly traded set of peer companies.

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.

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.

The risk-free interest rate is determined by reference to the U.S.

Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the 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

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:

4 unchanged sentences

Expected dividend yield 0 % 0 %

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stock-based compensation (Continued)

Stock options

12 unchanged sentences

Restricted and performance stock units

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

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

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

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

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

The Company reassesses the

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stock-based compensation (Continued)

probability of achieving the performance condition at each reporting period.

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

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

7 unchanged sentences

Outstanding as of March 31, 2025 3,611,774 $ 12.40

At March 31, 2024, there was $ 29.9 million of total unrecognized compensation cost related to unvested awards, which will be recognized over a weighted-average period of 2.5 years.

Of the $ 29.9 million of total unrecognized compensation cost, performance based awards tied to the achievement of a company milestone account for approximately $ 2.9 million.

The performance based awards will vest upon achievement of the performance milestone.

The remaining $ 27.0 million in unrecognized compensation cost is related to restricted stock units which vest over time.

As of March 31, 2025, there was $ 28.3 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 2.3 years.

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

Net loss per share

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Net loss per share (Continued)

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):

4 unchanged sentences

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 common stock have been excluded from the computation of diluted net loss per share as the effect would be to reduce the 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.

5 unchanged sentences

Warrants to purchase common stock 497,344 497,344

14,323,996 11,547,490

Significant agreements

Agreement with Bristol-Myers Squibb Company

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Significant agreements (Continued)

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

7 unchanged sentences

Upon termination, the licenses granted to the Company to use BMS’s nivolumab 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.

Agreement with Regeneron Pharmaceuticals, Inc.

In May 2018, the Company entered into a Master Clinical Trial Collaboration and Supply Agreement with Regeneron.

Pursuant to the agreement the Company agreed to undertake one or more clinical trials with Regeneron for the administration of the Company's product candidates in combination with cemiplimab, an anti-PD-1 therapy developed by Regeneron, across multiple solid tumor types.

The first of which, agreed in June 2018, is the Company's ongoing clinical trial testing RP1 in combination with cemiplimab versus cemiplimab alone in patients with CSCC.

Each clinical trial will be conducted pursuant to an agreed study plan which, among other things, will identify the name of the sponsor and which party will manage the particular study, and include the protocol, the budget and a schedule of clinical obligations.

Pursuant to the terms of the agreement, each party granted the other party a non-exclusive license of their respective intellectual property and agreed to contribute the necessary resources needed to fulfill their respective obligations, in each case, under the terms of agreed study plans.

The Company does not expect any further reimbursements from Regeneron related to the initial study plan of June 2018 and the CERPASS trial.

The agreement contains representations, warranties, undertakings and indemnities customary for a transaction of this nature.

The agreement also contains certain time-based covenants that restrict the Company from entering into a third-party arrangement with respect to the use of its product candidates in combination with an anti-PD-1 therapy and that restrict Regeneron from entering into a third-party arrangement with respect to the use of cemiplimab in combination with an HSV-1 virus, in each case, for the treatment of a tumor type that is the subject of a clinical trial to which the covenants apply.

Unless otherwise mutually agreed in a future study plan, these covenants are only applicable to the Company's ongoing Phase 2 clinical trial in CSCC.

The agreement may be terminated by either party if (i) there is no active study plan for which a final study report has not been completed and the parties have not entered into a study plan for an additional clinical trial within a period of time after the delivery of the most recent final study report or (ii) in the event of a material breach

The agreement with Regeneron 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 share equally in development costs.

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 Regeneron in connection with this agreement as an offset to research and development expense within the consolidated statement of operations.

In July 2022, Regeneron informed the Company that the costs of the study have reached the initial budget for the initial study plan of June 2018 and that Regeneron's reimbursement of CERPASS study costs to the Company have completed in the period ending June 30, 2022 in relation to the initial study budget.

As a result of this notice from, and the ongoing

REPLIMUNE GROUP, INC.

2 unchanged sentences

Significant agreements (Continued)

communications with, Regeneron, the Company has not recorded any cost-sharing reimbursements from Regeneron in prepaid expenses and other current assets in the consolidated balance sheet or as an offset to research and development expense within the consolidated statement of operations since Regeneron informed it that Regeneron’s reimbursement of CERPASS study costs have completed.

The Company does not expect any further reimbursements from Regeneron related to the initial study plan of June 2018.

The Company did not record any costs as an offset to research and development expenses during the year ended March 31, 2024 and recorded $ 1.1 million during the year ended March 31, 2023.

During the years ended March 31, 2024 and 2023, the Company did not make any payments to Regeneron under the terms of the agreement.

During the years ended March 31, 2024 and 2023, the Company received payments under the terms of the agreement from Regeneron of $ 0.0 million and $ 3.1 million, respectively.

There were no outstanding receivables from Regeneron associated with this agreement at March 31, 2024 or 2023.

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.

1 unchanged sentence

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

Roche has expressed its intent to continue to supply its currently approved drugs, atezolizumab and bevacizumab for the 2L cohort in HCC but is unlikely to share costs following the Company's re-prioritization.

The Company is in discussions with Roche about revising these agreements following the Company's changes to its RP2 and RP3 development plans.

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.

4 unchanged sentences

During the years ended March 31, 2025 and 2024, the Company did not make any payments to Roche under the terms of the agreement.

The Company recorded $ 2.7 million and $ 0.9 million as an offset to research and development expenses during the years ended March 31, 2024 and 2023, respectively.

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

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

As of March 31, 2024 and 2023, the Company recorded $ 1.8 million and $ 0.9 million as receivables from Roche in connection with this agreement, respectively.

In July 2023, the Company entered into a Clinical Trial Collaboration and Supply Agreement with Incyte Corporation, or Incyte.

Under the agreement, the companies will collaborate in a signal finding study in which Incyte will initiate and sponsor a clinical trial of INCB99280 (oral PD-L1 inhibitor) and RP1 in approximately 40 patients with unresectable, high risk CSCC in the neoadjuvant setting.

Under the terms of the agreement, the Company will supply Incyte with RP1 for the study and share costs of the study equally with Incyte.

The agreement may be terminated by either party upon (i) a material breach not reasonably cured within thirty days ;

(ii) the discontinuation of development of its clinical drug candidate;

(iii) the unethical or illegal business practices of the other party;

or (iv) if the parties have not agreed on the protocol or budget within ninety days of the effective date of the agreement.

In addition, the Company may terminate the agreement upon the inappropriate or unsafe use of the RP1 product candidate.

As of March 31, 2024, the Company and Incyte had not yet agreed on the protocol or budget.

However, the Company and Incyte continue to discuss a potential protocol and neither party has triggered termination of the agreement in accordance with the termination right described in clause (iv) above.

The parties are evaluating potential collaboration efforts pending further CERPASS data readout of RP1 in combination with cemiplimab and additional data for Incyte's product candidate INCB99280.

During the year ended March 31, 2024, the Company did not make any payments to, or

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Significant agreements (Continued)

receive any payments from, Inctye under the terms of the agreement.

Additionally, no costs were recorded to research and development expenses during the year ended March 31, 2024 related to this agreement.

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

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

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.

10 unchanged sentences

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

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

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

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.

Lease expense for minimum lease payments is

REPLIMUNE GROUP, INC.

2 unchanged sentences

Commitments and contingencies (Continued)

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

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, 2025 and 2024:

9 unchanged sentences

Research and development $ 2,428 $ 2,428

Selling, general and administrative — 358

Other income, net

39 unchanged sentences

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

The variable lease costs and short-term lease costs were insignificant for the years ended March 31, 2024 and 2023, respectively.

The va riable lease costs and short-term lease costs were insignificant for the years ended March 31, 2025 and 2024, respectively.

Manufacturing commitments

26 unchanged sentences

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

taxable income reduced by certain prior year available net operating losses.

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

tax partially reduced by certain credits.

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

1 unchanged sentence

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

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.

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

Accordingly, a full valuation allowance was maintained as of March 31, 2025 and 2024.

18 unchanged sentences

Net operating loss carryforwards $ 192,909 $ 141,911

Research and development credits

Property, plant and equipment 4,596 4,706

13 unchanged sentences

As of March 31, 2025, the Company had U.S.

state operating loss carryforwards of $ 60.1 million, which will begin to expire in 2039.

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

As of March 31, 2025, the Company had U.K.

operating loss carryforwards of approximately $ 528.7 million, which can be carried forward indefinitely.

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

net operating loss carryforwards of approximately $ 737.6 million, which can be carried forward indefinitely.

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

and offsetting positions in the U.K.

related to the transfer pricing arrangement.

related to the transfer pricing arrangement between the U.S.

As of March 31, 2025, the Company had U.S.

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

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

Utilization of the U.S.

federal and state net operating loss 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 not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation, due to the significant cost and complexity associated with such a study.

Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization.

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

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

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

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

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

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Income taxes (Continued)

Changes in the valuation allowance for deferred tax assets during the years ended March 31, 2025 and 2024 related primarily to the increase in net operating loss carryforwards were as follows:

2 unchanged sentences

Increases recorded to income tax provision 59,848 45,941

Increases (decreases) recorded to equity

(Decreases) increases recorded to equity

( 109 ) 2,060

Valuation allowance as of end of year $ 221,629 $ 161,890

Changes in the Company's gross unrecognized tax benefits from uncertain tax positions consisted of the following:

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Income taxes (Continued)

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,

Unrecognized tax benefits as of beginning of year $ 8,757 $ —

(Decreases) increases for tax positions taken during prior years

Unrecognized tax benefits as of end of year $ 8,667 $ 8,757

The Company's unrecognized tax benefits primarily relate to the Company's transfer pricing arrangements.

The Company's unrecognized tax benefits, if recognized, would not impact the effective tax rate and income tax provision due to the Company's valuation allowance.

Unrecognized tax benefits - beginning of year $ 8,667 $ 8,757

Increases for tax positions taken during current years

Increases (decreases) for tax positions taken during prior years 855 ( 90 )

Unrecognized tax benefits - end of year $ 10,443 $ 8,667

The Company's unrecognized tax benefits primarily relate to the Company's transfer pricing arrangement between the U.S.

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, 2025 and 2024, the Company had not accrued interest or penalties related to uncertain income tax positions.

The Company files income tax returns in the U.S., Massachusetts and the U.K.

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.

5 unchanged sentences

from 2023 to the present.

Although, carryforward attributes may still be adjusted upon examination if they either have been or will be used in a future period.

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, 2025 and 2024, 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.

7 unchanged sentences

$ 13,739 $ 10,483

Subsequent events

In April 2024, the Company granted an equity award to a newly hired executive as a material inducement to enter into employment with the Company.

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

The inducement grant included a nonqualified stock option to purchase up to 75,000 shares of the Company's common stock, as well as a restricted stock unit grant representing 50,000 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.

Segment Information

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Segment information (Continued)

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

The Company 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, 2025 and 2024:

Year Ended March 31,

Operating expenses:

(Amounts in thousands)

Direct research and development expenses by program:

RP1 program costs by study:

IGNYTE 14,620 16,641

ARTACUS 6,934 6,198

CERPASS 7,276 16,165

IGNYTE-3 7,183 2,042

Other RP1 study costs 10,863 10,446

RP2 12,043 10,701

RP3 4,948 13,162

Unallocated research and development expenses¹:

125,580 99,608

Selling, general and administrative 72,180 59,810

Total operating expenses 261,627 234,773

Loss from operations ( 261,627 ) ( 234,773 )

Other income (expense), net 14,798 $ 19,387

Loss before income taxes $ ( 246,829 ) $ ( 215,386 )

Income tax provision 468 408

Net loss ( 247,297 ) ( 215,794 )

1 Includes personnel-related costs and other costs

Exhibit index

16 unchanged sentences

8-K December 12, 2022 4.1

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

8-K June 13, 2024 4.1

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

December 4, 2024 4.1

4.9 Form of Indenture to be entered into between the Registrant and a trustee acceptable to the Registrant.

8 unchanged sentences

10-K May 19, 2022 10.3

10.4†* Form of Performance Stock Unit Award Agreement under 2018 Omnibus Incentive Compensation Plan for U.

Form of Performance Stock Unit Award Agreement under 2018 Omnibus Incentive Compensation Plan for U.S.

May 16, 2024 10.4

Form of Performance Stock Unit Award Agreement under 2018 Omnibus Incentive Compensation Plan and Sub-Plan for U.K.

May 16, 2024 10.5

Form of Inducement Stock Option Grant Agreement.

May 16, 2024 10.6

Form of Inducement Restricted Stock Unit Grant Agreement.

May 16, 2024 10.7

Employee Stock Purchase Plan.

S-1/A July 10, 2018 10.4

Amended and Restated Employment Agreement, dated as of November 2, 2021, by and between Robert Coffin and Replimune, Inc.

10-Q November 4, 2021 10.2

Employment Agreement, effective as of November 1, 2015, by and between Pamela Esposito and Replimune, Inc.

S-1 June 22, 2018 10.7

Employment Agreement, dated as of September 16, 2015, by and between Colin Love and Replimune Limited.

S-1/A July 10, 2018 10.9

Employment Agreement, dated as of November 27, 2019, by and between Jean Franchi and Replimune, Inc.

8-K December 9, 2019 10.1

Employment Agreement, dated as of May 10, 2021, by and between Tanya Lewis and Replimune, Inc.

10-K May 20, 2021 10.12

Separation Agreement and Release, dated as of December 23, 2019, by and between Howard Kaufman and Replimune, Inc.

10-Q February 13, 2020 10.2

Separation Agreement and Release, dated as of April 3, 2020, by and between Stephen Gorgol and Replimune, Inc.

10-K June 3, 2020 10.13

Exhibit Number Exhibit Description Incorporated by Reference

Form Date Number

Lease, dated as of April 1, 2016, by and between Cummings Properties, LLC and the Registrant.

10 unchanged sentences

S-1/A July 10, 2018 10.12

Exhibit Number Exhibit Description Incorporated by Reference

Form Date Number

Master Clinical Trial Collaboration and Supply Agreement, dated as of May 29, 2018, by and between Regeneron Pharmaceuticals, Inc.

7 unchanged sentences

8-K June 13, 2019 10.1

10.23 Payoff Letter to Loan and Security Agreement by and among the Registrant, Replimune, Inc., Replimune Limited and Hercules Capital, Inc., dated December 15, 2020.

10-Q February 4, 2021 10.1

Clinical Trial Collaboration and Supply Agreement (RP-2), dated as of April 12, 2019, by and between Bristol-Myers Squibb Company and Replimune, Inc.

6 unchanged sentences

May 18, 2023 10.34

Separation Agreement and Release, dated as of August 25, 2021, by and between Andrea Pirzkall and Replimune, Inc., as amended.

10-K May 19, 2022 10.27

S econd Amendment to Loan and Security Agreement, dated as of December 22, 2023, by and among Replimune Group Inc ., Replimune, Inc., Replimune L imited and Hercules

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

5 unchanged sentences

10-Q February 9, 2023 10.4

E mployment Agreement, dated as of August 31, 2023, by and between Emily Hill and Replim une, Inc.

Employment Agreement, dated as of August 31, 2023, by and between Emily Hill and Replimune, Inc.

10-Q November 7, 2023 10.1

1 unchanged sentence

and Sushil Patel.

May 16, 2024 10.33

Second Amended and Restated Employment Agreement, dated as of March 25, 2024, by and between Replimune, Inc.

and Philip Astley-Sparke.

May 16, 2024 10.34

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

Exhibit Number Exhibit Description Incorporated by Reference

Form Date Number

May 16, 2024 10.35

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

May 16, 2024 10.36

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

August 3, 2023 10.2

Consulting Agreement, dated as of May 18, 2023 by and between Jean Franchi and Replimune, Inc.

August 3, 2023 10.3

Separation Agreement and Release, dated as of March 26, 2024, by and between Pamela Esposito and Replimune, Inc.

May 16, 2024 10.39

Consulting Agreement, dated as of March 26, 2024, by and between Pamela Esposito and Replimune, Inc.

May 16, 2024 10.40

Separation Agreement and Release, dated as of March 31, 2024, by and between Tanya Lewis and Replimune, Inc.

May 16, 2024 10.41

Consulting Agreement, dated as of March 31, 2024, by and between Tanya Lewis and Replimune, Inc.

Replimune Group, Inc.

Clawback Policy

May 16, 2024 10.42

Inducement Stock Option Grant Agreement

November 12, 2024 10.1

F or m of U.K.

Inducement Restricted Stock Unit Grant Agreement

November 12, 2024 10.2

Executive Severance Plan for Chief-Level Executives

November 12, 2024 10.3

Exhibit Number Exhibit Description Incorporated by Reference

Form Date Number

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

and each of the investors as party thereto

June 13, 2024 10.1

F orm of Registration Rights Agreement

June 13, 2024 10.2

Registration Rights Agreement, dated March 5, 2025, by and among Replimune Group, Inc.

and 667, L.P.

and Baker Brothers Life Sciences, L.P.

March 7, 2025 10.1

R eplimune Group, Inc.

Amended and Restated Insider Trading Policy

21.1* Subsidiaries of the Registrant.

4 unchanged sentences

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

R eplimune Group, Inc.

Cla wback Policy

101.INS* Inline XBRL Instance Document.

15 unchanged sentences

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.

10 unchanged sentences

Philip Astley-Sparke

/s/ ROBERT COFFIN

Robert Coffin

/s/ KAPIL DHINGRA Director May 22, 2025

Kapil Dhingra

/s/ HYAM LEVITSKY Director May 16, 2024

Hyam Levitsky

/s/ MADHAVAN BALACHANDRAN

Director May 22, 2025

Madhavan Balachandran

/s/ CHRISTY OLIGER Director May 22, 2025

9 unchanged sentences

Dieter Weinand

/s/ MICHAEL GOLLER

Director May 22, 2025

Michael Goller

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

What changed 10-K

Item 9A. Controls and Procedures