MacroGenics (NASDAQ: MGNX) SVP awarded RSUs, options and exercises units

Rhea-AI Filing Summary

MacroGenics senior vice president Thomas Spitznagel reported multiple equity transactions in February 2026. On February 12, 2026, he received 25,000 restricted stock units and an employee stock option for 150,000 shares of common stock at an exercise price of $1.71 per share.

On February 15, 2026, he exercised 13,332 restricted stock units, converting them into the same number of common shares, and 5,520 shares were disposed of at $1.71 per share to cover taxes or exercise costs. After these transactions, he directly owned 38,543 common shares of MacroGenics.

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^*

Spitznagel Thomas

(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)
	Sr VP, Technical Ops

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)	44,063	D
Common Stock	02/15/2026		F		5,520	D	$1.71	38,543	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
Restricted Stock Unit	(2)	02/12/2026		A		25,000		(2)	(2)	Common Stock	25,000	$0	25,000	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

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. 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 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).
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FAQ

What insider activity did MacroGenics (MGNX) report for Thomas Spitznagel?

MacroGenics reported that Sr VP Thomas Spitznagel received new equity awards and exercised existing units. He acquired 25,000 RSUs, 150,000 options, exercised 13,332 RSUs, and had 5,520 shares withheld to cover tax or exercise obligations.

How many restricted stock units did the MacroGenics SVP receive and exercise?

Thomas Spitznagel was granted 25,000 new RSUs on February 12, 2026, and exercised 13,332 previously granted RSUs on February 15, 2026. Those exercised RSUs converted into an equal number of MacroGenics common shares at no cash exercise price.

What stock options were granted to the MacroGenics Sr VP of Technical Ops?

On February 12, 2026, MacroGenics granted its Sr VP of Technical Ops 150,000 employee stock options with an exercise price of $1.71 per share. These options relate to 150,000 shares of MacroGenics common stock and were recorded as a direct holding.

Why were 5,520 MacroGenics shares disposed of in the Form 4 filing?

The Form 4 shows 5,520 common shares disposed of at $1.71 per share under code F. This code indicates shares were withheld or delivered to satisfy tax or exercise obligations, rather than an open-market sale by the insider.

How many MacroGenics shares does Thomas Spitznagel own after these transactions?

Following the reported February 15, 2026 transactions, Thomas Spitznagel directly owned 38,543 shares of MacroGenics common stock. This figure reflects both the RSU conversion into shares and the share disposition used to cover related obligations.

What do the RSU footnotes in the MacroGenics Form 4 explain?

The footnotes explain that each RSU equals one common share and describe vesting schedules. RSUs generally vest in annual installments, often 33% each year after grant, and convert into MacroGenics stock on a one-for-one basis when vested.