MacroGenics (MGNX) VP Beth Ann Smith reports RSU vesting and new option grants

Rhea-AI Filing Summary

MacroGenics (MGNX) vice president Beth Ann Smith reported several equity compensation transactions. On February 12, 2026, she received a grant of 15,625 restricted stock units (RSUs) and 93,750 employee stock options with an exercise price of $1.71 per share.

On February 15, 2026, 1,095 RSUs converted into the same number of common shares, increasing her directly held common stock to 13,204 shares before tax settlement. To cover tax obligations, 423 common shares were withheld at $1.71 per share, leaving her with 12,781 common shares held directly after the transactions.

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^*

Smith Beth Ann

(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)
	VP, Controller & Treasurer

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		1,095	A	(1)	13,204	D
Common Stock	02/15/2026		F		423	D	$1.71	12,781	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			1,095	(1)	(1)	Common Stock	1,095	$0	0	D
Restricted Stock Unit	(2)	02/12/2026		A		15,625		(2)	(2)	Common Stock	15,625	$0	15,625	D
Employee Stock Option (right to buy)	$1.71	02/12/2026		A		93,750		(3)	02/12/2036	Common Stock	93,750	$0	93,750	D

Explanation of Responses:

1. On February 15, 2023, the reporting person was granted 3,285 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. 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.

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.

Remarks:

	/s/ Beth Smith	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).
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FAQ

What insider transactions did MacroGenics (MGNX) executive Beth Ann Smith report?

Beth Ann Smith reported equity compensation activity, including new grants and a vesting event. She received RSUs and stock options, had RSUs convert into common shares, and had some shares withheld to satisfy tax obligations related to the vesting and exercise transactions.

How many RSUs were granted to MacroGenics (MGNX) executive Beth Ann Smith?

She received a grant of 15,625 restricted stock units. Each RSU represents a contingent right to one share of MacroGenics common stock, with vesting scheduled in annual installments as described in the filing’s explanatory footnotes about the RSU vesting structure.

What stock options were granted to Beth Ann Smith at MacroGenics (MGNX)?

She was granted 93,750 employee stock options with a stated exercise price of $1.71 per share. These options give her the right to buy MacroGenics common stock, subject to the vesting schedule described in the explanatory notes to the Form 4.

What RSU vesting and conversion did Beth Ann Smith report at MacroGenics (MGNX)?

On February 15, 2026, 1,095 restricted stock units converted into 1,095 shares of MacroGenics common stock. This reflects a scheduled vesting event under a prior RSU grant, with the units converting on a one-for-one basis into common shares.

Why were some MacroGenics (MGNX) shares disposed of in Beth Ann Smith’s Form 4?

The Form 4 shows 423 common shares disposed of at $1.71 per share under transaction code F. This code indicates shares were withheld to pay tax liabilities associated with the vesting or exercise, rather than an open-market sale transaction.

How many MacroGenics (MGNX) common shares does Beth Ann Smith hold after these transactions?

Following the reported transactions, she directly owns 12,781 shares of MacroGenics common stock. This figure reflects the RSU conversion adding shares and the subsequent share withholding to satisfy tax obligations relating to the vesting event.