Sec Form 4 Filing - Morales Mallory @ Immuneering Corp - 2024-05-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Morales Mallory 2. Issuer Name and Ticker or Trading Symbol Immuneering Corp [ IMRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) C/O IMMUNEERING CORPORATION, 245 MAIN STREET, SECOND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/21/2024 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 6.33 05/21/2024 D( 1 ) 10,000 ( 2 ) 08/11/2032 Class A Common Stock 10,000 $ 0 ( 1 ) 0 D Stock Option $ 3.01 05/21/2024 A( 1 ) 10,000 ( 2 ) 08/11/2032 Class A Common Stock 10,000 $ 0 ( 1 ) 10,000 D Stock Option $ 9.66 05/21/2024 D( 1 ) 23,850 ( 3 ) 02/10/2032 Class A Common Stock 23,850 $ 0 ( 1 ) 0 D Stock Option $ 3.01 05/21/2024 A( 1 ) 23,850 ( 3 ) 02/10/2032 Class A Common Stock 23,850 $ 0 ( 1 ) 23,850 D Stock Option $ 5.41 05/21/2024 D( 1 ) 5,000 ( 4 ) 06/30/2032 Class A Common Stock 5,000 $ 0 ( 1 ) 0 D Stock Option $ 3.01 05/21/2024 A( 1 ) 5,000 ( 4 ) 06/30/2032 Class A Common Stock 5,000 $ 0 ( 1 ) 5,000 D Stock Option $ 9.55 05/21/2024 D( 1 ) 15,000 ( 5 ) 06/13/2033 Class A Common Stock 15,000 $ 0 ( 1 ) 0 D Stock Option $ 3.01 05/21/2024 A( 1 ) 15,000 ( 5 ) 06/13/2033 Class A Common Stock 15,000 $ 0 ( 1 ) 15,000 D Stock Option $ 6.09 05/21/2024 D( 1 ) 60,500 ( 6 ) 02/08/2034 Class A Common Stock 60,500 $ 0 ( 1 ) 0 D Stock Option $ 3.01 05/21/2024 A( 1 ) 60,500 ( 6 ) 02/08/2034 Class A Common Stock 60,500 $ 0 ( 1 ) 60,500 D Stock Option $ 4.25 05/21/2024 D( 1 ) 72,000 ( 7 ) 02/15/2033 Class A Common Stock 72,000 $ 0 ( 1 ) 0 D Stock Option $ 3.01 05/21/2024 A( 1 ) 72,000 ( 7 ) 02/15/2033 Class A Common Stock 72,000 $ 0 ( 1 ) 72,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morales Mallory C/O IMMUNEERING CORPORATION 245 MAIN STREET, SECOND FLOOR CAMBRIDGE, MA02142 Chief Accounting Officer Signatures /s/ Michael D. Bookman, Attorney-in-Fact for Mallory Morales 05/23/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 21, 2024, the Issuer's Board of Directors approved an option repricing (the "Repricing") whereby the Reporting Person's options were repriced to an exercise price of $3.01 per share. Under the terms of the Repricing, unless there is a change of control of the Issuer, the exercise price for the repriced options will revert to the original exercise price of the option if, prior to June 30, 2025, the Reporting Person: (i) is terminated by the Issuer for cause or resigns from the Issuer, except by reason of death or disability; or (ii) elects to exercise the repriced options. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. ( 2 )This option is fully vested. ( 3 )The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on February 1, 2022, and will be fully vested and exercisable on January 1, 2026. ( 4 )The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on July 31, 2022, and will be fully vested and exercisable on June 30, 2026. ( 5 )The option vests and becomes exercisable (subject to continued service to the Issuer through the applicable vesting date) in forty-eight (48) equal monthly installments following the vesting commencement date of July 1, 2023, and will be fully vested and exercisable on July 1, 2027. ( 6 )The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on February 1, 2024, and will be fully vested and exercisable on January 1, 2028. ( 7 )The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on February 1, 2023, and will be fully vested and exercisable on January 1, 2027.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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