Sec Form 3 Filing - Lally Robert B @ ImageneBio, Inc. - 2026-03-20

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Lally Robert B
2. Issuer Name and Ticker or Trading Symbol
ImageneBio, Inc. [ IMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Principal Accounting Officer
(Last) (First) (Middle)
C/O IMAGENEBIO, INC., 12526 HIGH BLUFF DRIVE, SUITE 345
3. Date of Earliest Transaction (MM/DD/YY)
03/20/2026
(Street)
SAN DIEGO, CA92130
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
Common Stock 58,778 ( 1 ) D
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
Employee Stock Option (right to buy) $ 6.2 ( 2 ) 03/15/2036 Common Stock 25,410 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, CA92130
Principal Accounting Officer
Signatures
/s/ Robert B Lally 04/20/2026
Signature of Reporting Person Date
Explanation of Responses:
( 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.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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