Financial Analysis

Commitments and contingencies Leases The Company leases real estate assets and equipment, and the determination if an arrangement is a lease occurs at inception. For leases with terms greater than 12 months, the Company records a related right-of-use (ROU) asset and lease liability at the present value of lease payments over the term. Many leases include fixed rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Companys leases do not provide an implicit rate, and thus the Company estimated the incremental borrowing rate in calculating the present value of the lease payments. The Company has elected not to record a ROU asset and lease obligation for short-term leases (with terms less than 12 months) or separate non-lease components from associated lease components for its real estate lease assets. As a result, all contract consideration is allocated to the single lease component. The Companys leases have remaining lease terms of five years to fifteen years. Some of the Company's leases include one or more options to renew with renewal terms that can extend the lease for additional years, or options to terminate the leases, both at the Companys discretion. The Companys 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 straigh …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Long-term debt Hercules Loan Agreement On October 6, 2022, the Company entered into a Loan and Security Agreement (the Loan Agreement), with Hercules Capital, Inc., as administrative agent, collateral agent and as a lender (Hercules). Pursuant to the Loan Agreement, the Company can borrow term loans in an aggregate maximum principal amount of up to $200.0 million under multiple tranches (the Term Loan Facility). Under the Loan Agreement, the Company borrowed an initial amount of $30.0 million on the closing date, and at the Company's sole option, could have drawn, but did not draw down, an additional $30.0 million on or prior to September 30, 2023. The Company can also draw as additional term loan advances in an aggregate principal amount of up to $115.0 million during the term of the Term Loan Facility subject to achievement of specified performance milestones, and two additional term loan advances up to an aggregate principal amount of $25.0 million subject to certain terms and conditions, on or prior to the end of the interest-only period. The Company intends to use the proceeds of the Term Loan Facility for working capital and general corporate purposes. The Loan Agreement was subsequently amended (the ""Amendment"") on June 28, 2023 pursuant to which the Company agreed to draw an initial term loan advance in an aggregate principal amount not less than $30.0 million, provided that the aggregate amount of the term loan advances made under tranche 1 do not exceed $30.0 mil …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

"Stock-based compensation Stock-based compensation expense The following table summarizes the classification of stock-based compensation expense in the consolidated statements of operations for the years ended March 31, 2026 and 2025 as follows: Year ended March 31, 2026 2025 Research and development $ 16,734 $ 18,439 Selling, general and administrative 15,538 16,605 $ 32,272 $ 35,044 The following table summarizes stock-based compensation expense by award type for the years ended March 31, 2026 and 2025 as follows: Year ended March 31, 2026 2025 Stock options $ 15,312 $ 19,885 Restricted and performance stock units 16,960 15,159 $ 32,272 $ 35,044 2018 Omnibus Incentive Compensation Plan On July 9, 2018, the Companys board of directors adopted, and the Companys stockholders approved the 2018 Omnibus Incentive Compensation Plan (the 2018 Plan), which became effective immediately prior to the effectiveness of the registration statement for the Companys initial public offering. The 2018 Plan provides for the issuance of incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards. The number of shares initially reserved for issuance under the 2018 Plan is 3,617,968 shares. If any options or stock appreciation rights, including outstanding options and stock appreciation rights granted under the 2017 Plan (up to 2,520,247 shares), terminate, expire, or are canceled, forfeited, exchanged, or surrendered with …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair value of financial assets and liabilities The following tables present information about the Companys financial assets and liabilities measured at fair value on a recurring basis: Fair Value Measurements as of March 31, 2026 Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ $ 104,275 $ $ 104,275 US Government Agency bonds 15,998 15,998 Short-term investments: US Government Agency bonds 3,984 3,984 US Treasury bonds 55,881 55,881 $ $ 180,138 $ $ 180,138 Fair Value Measurements as of March 31, 2025 Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ $ 89,879 $ $ 89,879 Short-term investments: US Government Agency bonds 84,804 84,804 US Treasury bonds 287,881 287,881 $ $ 462,564 $ $ 462,564 The underlying securities held in the money market funds held by the Company are all government backed securities. During the years ended March 31, 2026 and 2025, there were no transfers between levels. Valuation of cash equivalents and short-term investments Money market funds, U.S. Treasury bonds and U.S. Government Agency bonds were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. Cash equivalents consisted of both money market funds and U.S. Government Agency bonds at March 31, 2026 and money market funds at March 31, 2025. …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income taxes Loss before income taxes for the years ended March 31, 2026 and 2025 were as follows: Year ended March 31, 2026 2025 United States (66,042) (25,870) United Kingdom (248,449) (220,959) Total $ (314,491) $ (246,829) Income tax (benefit) expense consisted of the following: Year ended March 31, 2026 2025 Current income tax (benefit) provision: Federal $ (313) $ 468 State (238) Foreign (United Kingdom) Total current income tax (benefit) provision: $ (551) $ 468 During the year ended March 31, 2026 and 2025, the Company recorded an income tax benefit of $0.6 million and a provision of $0.5 million, respectively. Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of March 31, 2026 and 2025, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. It was determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, a full valuation allowance was maintained as of March 31, 2026 and 2025. A reconciliation of taxes at the U.S. federal statutory income tax rate to the Companys benefit from income taxe …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"Recently Adopted Accounting Pronouncements In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (""ASU"") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU primarily focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the first period ending December 31, 2025 or later, and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. For the year ended March 31, 2026, the Company adopted this guidance in the current year on a prospective basis. As this accounting standard only impacts …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Benefit plans The Company established a defined-contribution savings plan under Section 401(k) of the Code (the 401(k) Plan). The 401(k) Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Matching contributions to the 401(k) Plan may be made at the discretion of the Companys board of directors. During the years ended March 31, 2026 and 2025, the Company made contributions totaling $3.7 million and $2.4 million, respectively, to the 401(k) Plan. We provide a pension contribution plan for our employees in the United Kingdom, pursuant to which we match our employees contributions each year in amounts up to 8% of their annual base salary. …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

"Segment Information The Company manages its operations on a consolidated basis as a single operating and reportable segment with a focus on developing and commercializing novel oncolytic immunotherapies in order to treat cancer. The Company defines its segments on the basis of the way in which internally reported financial information is regularly reviewed to analyze financial performance and make operating decisions. The Companys Chief Operating Decision Maker (""CODM"") is Sushil Patel, the Chief Executive Officer. The CODM reviews consolidated operating results, and uses the Company's consolidated net income (loss), in order to monitor actual results as compared to the budget, and to determine how best to allocate the Company's operating and capital resources, specifically as it relates to the Company's development programs. The following table presents selected financial information with respect to the Company's single operating segment, including significant segment expenses by program, for the years ended March 31, 2026 and 2025: Year Ended March 31, 2026 2025 Operating expenses: (Amounts in thousands) Direct research and development expenses by program: RP1 program costs by study: IGNYTE 9,541 14,620 ARTACUS 5,884 6,934 CERPASS 4,559 7,276 IGNYTE-3 21,264 7,183 Other RP1 study costs 18,523 10,863 RP2 25,953 12,043 RP3 2,674 4,948 Unallocated research and development expenses 1 : 132,786 125,580 Selling, general and administrative 98,735 72,180 Total operating expenses …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"Summary of significant accounting policies Principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and include the accounts of the Company and its direct and indirect wholly owned subsidiaries, Replimune UK, Replimune US, Replimune Securities Corporation and Replimune (Ireland) Limited after elimination of all intercompany accounts and transactions. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Foreign currency and currency translation The functional currency for the Companys wholly owned foreign subsidiary, Replimune UK, is the British pound. Assets and liabilities of Replimune UK are translated into United States d …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

"Stockholders Equity Common stock As of March 31, 2026 and 2025, the Companys certificate of incorporation, as amended and restated, authorized the Company to issue up to 150,000,000 shares of common stock, par value $0.001 per share. The Company had reserved for common stock for the exercise of outstanding stock options and the vesting of restricted share units, the number of shares remaining available for grant under the Companys 2018 Omnibus Incentive Compensation Plan and the Companys Employee Stock Purchase Plan (see Note 10) and the exercise of the outstanding warrants to purchase shares of common stock as follows: March 31, 2026 March 31, 2025 Stock options, issued and outstanding 11,785,458 10,214,878 Restricted and performance stock units 5,508,882 3,611,774 Stock options and restricted stock units, future issuance 1,569,457 2,119,283 Employee stock purchase plan, available for future grants 4,102,399 3,405,175 Pre-IPO warrants to purchase common stock 497,344 Pre-funded warrants 14,058,153 14,058,153 Total shares of common stock reserved for future issuance 37,024,349 33,906,607 Undesignated preferred stock As of March 31, 2026 and 2025, the Companys certificate of incorporation, as amended and restated, authorized the Company to issue up to 10,000,000 shares of undesignated preferred stock, par value $0.001 per share. There were no undesignated preferred shares issued or outstanding as of March 31, 2026 and 2025. ATM program On August 3, 2023, the Company and Leeri …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent events On April 10, 2026 the Company received a CRL from the FDA for the BLA for RP1 in combination with nivolumab for the treatment of advanced melanoma. As a result of the CRL, the Company announced its plan for a restructuring, which included a reduction of its workforce by approximately 55%. As a result of this reduction in force, the Company estimates that it will record a charge in the range of $9.8 million to $10.3 million during the three months ended June 30, 2026, related to employee termination benefits, including severance, all of which is anticipated to result in cash expenditures. Communication has been made to all impacted employees under this restructuring plan. The Company expects the reduction in force to be substantially complete by the end of the first quarter of fiscal 2027.

SubsequentEventsTextBlock