Replimune Group Inc 2025年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2026OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission file number 001-38596REPLIMUNE GROUP, INC. Delaware 500 Unicorn Park Drive Suite 303 Woburn MA 01801 (Address of principal executive offices)(Zip Code) Name of each exchange on which registered The Nasdaq Stock Market LLC (Nasdaq GlobalSelect Market) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). YesNo The aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $234.5million, based on the closing price of theregistrant’s Common Stock on September30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter.There were 83,945,161 shares of Common Stock outstanding as of June25, 2026. DOCUMENTS INCORPORATED BY REFERENCE The registrant intends to file a definitive proxy statement pursuant to Regulation14A within 120days of the end of the fiscal year ended March31, 2026. Portionsof such definitive proxy statement are incorporated by reference into PartIII of this Annual Report on Form 10-K. REPLIMUNE GROUP, INC.ANNUAL REPORT ON FORM 10-KFor the Year Ended March31, 2026 Table of Contents Page No.PART I1Item1.Business1Item 1A.Risk factors24Item 1B.Unresolved staff comments60Item 1C.Cybersecurity60Item2.Properties61Item3.Legal proceedings61Item4.Mine safety disclosures62PART II63Item5.Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities63Item6.Reserved63Item7.Management’s discussion and analysis of financial condition and results of operations63Item 7A.Quantitative and qualitative disclosures about market risk74Item8.Financial statements and supplementary data74Item 9Changes in and disagreements with accountants on accounting and financial disclosures74Item 9A.Controls and procedures74Item 9BOther Information76Item 9CDisclosure regarding foreign jurisdictions that prevent inspections76PART III77Item10.Directors, executive officers and corporate governance77Item11.Executive compensation77Item12.Security ownership of certain beneficial owners and management and related stockholder matters77Item13.Certain relationships and related transactions, and director independence78Item14.Principal accountant fees and services78PART IV79Item15.Exhibits and financial statement schedules79Item16.10-K summary79SIGNATURES Special note regarding forward