MacroGenics (NASDAQ: MGNX) CFO awarded stock options and RSUs

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MacroGenics SVP and CFO James Karrels reported multiple equity compensation moves. On February 15, 2026, he exercised 14,999 restricted stock units, receiving the same number of common shares at an exercise price of $0. In a related tax-withholding transaction coded "F," 5,790 common shares were disposed of at $1.71 per share, leaving him with 206,037 common shares held directly.

Earlier, on February 12, 2026, he was granted an employee stock option for 150,000 shares at an exercise price of $1.71 per share, expiring on February 12, 2036. He also received a new grant of 25,000 restricted stock units, each RSU representing a right to one share, scheduled to vest 33% one year after grant and 33% each year thereafter.

Insider Trade Summary

14,999 shares exercised/converted

Mixed 5 txns

Insider Karrels James

Role SVP and CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	14,999	$0.00	--
Exercise	Common Stock	14,999	$0.00	--
Tax Withholding	Common Stock	5,790	$1.71	$10K
Grant/Award	Employee Stock Option (right to buy)	150,000	$0.00	--
Grant/Award	Restricted Stock Unit	25,000	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 211,827 shares (Direct); Employee Stock Option (right to buy) — 150,000 shares (Direct)

Footnotes (1)

On February 15, 2023, the reporting person was granted 45,000 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date. Restricted stock units convert into the Company's stock on a one-for-one basis. Owned jointly with reporting person's wife. 12.5% of the shares underlying the grant became exercisable one year after the date of grant and an additional 6.25% of the shares underlying the grant became exercisable on the first day of each three-month period thereafter. Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest as to 33% of the total shares one year after the date of grant and 33% each year thereafter.

Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 06:25 PM

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Karrels James

(Last)

(First)

(Middle)

9704 MEDICAL CENTER DRIVE

(Street)

ROCKVILLE

20850

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MACROGENICS INC [ MGNX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2026		M		14,999	A	⁽¹⁾	211,827	D⁽²⁾
Common Stock	02/15/2026		F		5,790	D	$1.71	206,037	D⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	02/15/2026		M			14,999	⁽¹⁾	⁽¹⁾	Common Stock	14,999	$0	0	D
Employee Stock Option (right to buy)	$1.71	02/12/2026		A		150,000		⁽³⁾	02/12/2036	Common Stock	150,000	$0	150,000	D
Restricted Stock Unit	⁽⁴⁾	02/12/2026		A		25,000		⁽⁴⁾	⁽⁴⁾	Common Stock	25,000	$0	25,000	D

Explanation of Responses:

1. On February 15, 2023, the reporting person was granted 45,000 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date. Restricted stock units convert into the Company's stock on a one-for-one basis.

2. Owned jointly with reporting person's wife.

3. 12.5% of the shares underlying the grant became exercisable one year after the date of grant and an additional 6.25% of the shares underlying the grant became exercisable on the first day of each three-month period thereafter.

4. Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest as to 33% of the total shares one year after the date of grant and 33% each year thereafter.

Remarks:

	/s/ Beth A. Smith, Attorney-in-fact	02/17/2026
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did MacroGenics (MGNX) CFO James Karrels report?

James Karrels reported exercising 14,999 restricted stock units into common stock and a related tax-withholding disposition of 5,790 shares at $1.71 per share, plus new grants of 150,000 stock options and 25,000 restricted stock units as part of his equity compensation.

How many MacroGenics (MGNX) shares does the CFO own after these Form 4 transactions?

After the reported transactions, James Karrels beneficially owns 206,037 shares of MacroGenics common stock directly. This figure reflects the RSU conversion of 14,999 shares and the tax-withholding disposition of 5,790 shares reported on February 15, 2026.

What stock options were granted to the MacroGenics (MGNX) CFO in this filing?

James Karrels received an employee stock option covering 150,000 shares of MacroGenics common stock at an exercise price of $1.71 per share. The option was granted on February 12, 2026 and is scheduled to expire on February 12, 2036, according to the filing.

What are the vesting terms of the new restricted stock units for MacroGenics (MGNX) CFO?

The new grant of 25,000 restricted stock units to James Karrels vests over three years. The RSUs vest as to 33% of the total shares one year after the grant date, with an additional 33% vesting each year thereafter, subject to the stated conditions.

How were taxes handled on the MacroGenics (MGNX) CFO’s RSU vesting?

To satisfy tax obligations tied to the RSU conversion, 5,790 MacroGenics common shares were disposed of at $1.71 per share in a transaction coded "F." This code indicates payment of tax liability by delivering shares, rather than an open-market sale for investment purposes.

What does the RSU footnote in the MacroGenics (MGNX) Form 4 explain?

The footnote explains that each restricted stock unit represents a contingent right to receive one share of MacroGenics common stock. It also states that the RSUs vest as to 33% of the shares one year after grant and 33% each year thereafter, outlining the time-based vesting schedule.