MacroGenics (MGNX) GC awarded 150,000 options and 25,000 RSUs

Rhea-AI Filing Summary

MacroGenics executive Jeffrey Stuart Peters, Senior VP, General Counsel and Secretary, reported several equity compensation moves. On February 15, 2026, 13,332 restricted stock units were exercised into common shares, and 5,147 of those shares were withheld at $1.71 per share to cover tax obligations, leaving 31,105 common shares held directly.

Earlier, on February 12, 2026, Peters received a grant of 150,000 employee stock options with a $1.71 exercise price, expiring on February 12, 2036, and a separate grant of 25,000 restricted stock units. The RSUs are scheduled to vest in three equal annual installments, each representing the right to receive one share of MacroGenics common stock.

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

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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^*

Peters Jeffrey Stuart

(Last) (First) (Middle)

9704 MEDICAL CENTER DRIVE

(Street)

ROCKVILLE MD 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)
	Senior VP, GC, and Secretary

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2026		M		13,332	A	(1)	36,252	D
Common Stock	02/15/2026		F		5,147	D	$1.71	31,105	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 (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	02/15/2026		M			13,332	(1)	(1)	Common Stock	13,332	$0	0	D
Employee Stock Option (right to buy)	$1.71	02/12/2026		A		150,000		(2)	02/12/2036	Common Stock	150,000	$0	150,000	D
Restricted Stock Unit	(3)	02/12/2026		A		25,000		(3)	(3)	Common Stock	25,000	$0	25,000	D

Explanation of Responses:

1. On February 15, 2023, the reporting person was granted 40,000 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. 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.

3. 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).
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FAQ

What did MacroGenics (MGNX) executive Jeffrey Peters report in this Form 4?

Jeffrey Peters reported equity compensation activity including RSU conversion, tax share withholding, and new grants. He exercised 13,332 restricted stock units into common shares and received 150,000 stock options plus 25,000 new RSUs as part of his compensation.

How many MacroGenics shares does Jeffrey Peters own after the reported transactions?

After the reported transactions, Jeffrey Peters directly owns 31,105 MacroGenics common shares. This reflects 13,332 RSUs converted into stock and 5,147 shares withheld for taxes, as disclosed in the filing’s non-derivative securities table.

What stock option grant did Jeffrey Peters receive from MacroGenics (MGNX)?

Jeffrey Peters received 150,000 employee stock options with a $1.71 exercise price. These options were granted on February 12, 2026, and are scheduled to expire on February 12, 2036, providing a long-term incentive tied to MacroGenics’ share price.

What restricted stock unit (RSU) grant did Jeffrey Peters receive from MacroGenics?

He was granted 25,000 restricted stock units on February 12, 2026. Each RSU represents a contingent right to one MacroGenics common share, vesting 33% after one year and 33% in each of the following two years, subject to continued service.

Why were some MacroGenics shares disposed of in Jeffrey Peters’ Form 4?

The filing shows 5,147 MacroGenics common shares disposed of under code “F.” This represents shares withheld at $1.71 per share to satisfy tax obligations related to equity awards, rather than an open-market sale initiated for portfolio reasons.

What does transaction code M mean in Jeffrey Peters’ MacroGenics Form 4?

Transaction code “M” indicates an exercise or conversion of a derivative security. Here, 13,332 restricted stock units were converted into MacroGenics common stock, increasing Jeffrey Peters’ directly held share count while reducing his outstanding derivative RSU balance.