ImageneBio Inc.

07/28/2026 | Press release | Distributed by Public on 07/28/2026 14:05

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Yarema Kristin
2. Issuer Name and Ticker or Trading Symbol
ImageneBio, Inc. [IMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O IMAGENEBIO, INC., 12526 HIGH BLUFF DRIVE, SUITE 345
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2026
(Street)
SAN DIEGO, CA 92130
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 07/25/2026 M 38,376 A $ 0 123,776 D
Common Stock 07/25/2026 J(1) 115,129(1) A $ 0 238,905(1) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Restricted Stock Units (2) 07/25/2026 M 38,376 (3) (3) Common Stock 38,376 $ 0 115,129 D
Restricted Stock Units (2) 07/25/2026 J(1) 115,129 (3) (3) Common Stock 115,129 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Yarema Kristin
C/O IMAGENEBIO, INC.
12526 HIGH BLUFF DRIVE, SUITE 345
SAN DIEGO, CA 92130
X Chief Executive Officer

Signatures

/s/ Kristin Yarema 07/28/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On July 28, 2025, the Reporting Person was granted restricted stock units ("RSUs"), which RSUs were previously reported in Table II. Effective with this filing, the Reporting Person has elected to report grants of RSUs that are settleable solely in shares of the Issuer's common stock in Table I as acquisitions of common stock, rather than in Table II as derivative securities. Previously reported unvested RSUs that had been reported in Table II are included in the amount of securities beneficially owned shown in Column 5 of Table I. The 115,129 unvested RSUs carried over from prior Table II reporting represent grant awarded on July 28, 2025 that vests on the schedule described in footnote 3. As reported in Column 9 of Table II, there are no remaining RSUs that settle in common stock.
(2) Each RSU represents a contingent right to receive one share of the Issuer's common stock.
(3) The RSUs vest over four years, with 25% of the shares subject to RSUs vesting on the one-year anniversary of the vesting commencement date and the remaining 75% of the shares vesting in equal quarterly installments over the following 12 quarterly dates.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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