ImageneBio Inc.

04/20/2026 | Press release | Distributed by Public on 04/20/2026 15:44

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Lally Robert B
2. Date of Event Requiring Statement (Month/Day/Year)
03/20/2026
3. Issuer Name and Ticker or Trading Symbol
ImageneBio, Inc. [IMA]
(Last) (First) (Middle)
C/O IMAGENEBIO, INC., 12526 HIGH BLUFF DRIVE, SUITE 345
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Principal Accounting Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
SAN DIEGO, CA 92130
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 58,778(1) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (2) 03/15/2036 Common Stock 25,410 $6.2 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lally Robert B
C/O IMAGENEBIO, INC.
12526 HIGH BLUFF DRIVE, SUITE 345
SAN DIEGO, CA 92130
Principal Accounting Officer

Signatures

/s/ Robert B Lally 04/20/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 56,940 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. (i) 40,000 shares underlying the RSUs will vest in four equal installments of 25% on each of July, 15, 2026, March 1, 2027, March 1, 2028, and March 1, 2029, and (ii) 16,940 shares underlying the RSUs will vest as to 25% on March 15, 2027, with the remaining RSUs vesting in successive equal quarterly installments on each of the next 12 Standard Quarterly Dates thereafter, in each case, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2025 Equity Incentive Plan (the "2025 Plan")) through each such vesting date. The "Standard Quarterly Dates" are each of March 15, June 15, September 15 and December 15.
(2) This option vests over four years, with 25% of the shares subject to this option vesting on March 15, 2027, and the remaining shares vesting in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's Continuous Service (as defined in the 2025 Plan) through each such vesting date.

Remarks:
Exhibit 24 - Power of Attorney. This Form 3 is being filed late due to an administrative delay in obtaining the reporting person EDGAR filing credentials.
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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