MacroGenics (MGNX) CFO James Karrels reports RSU vesting and share withholding

Rhea-AI Filing Summary

MacroGenics SVP and CFO James Karrels reported routine equity award activity. On February 7 and 8, 2026, restricted stock units converted into 6,334 and 9,999 shares of common stock, respectively, on a one-for-one basis. In connection with these vestings, 2,446 and 3,860 shares of common stock were withheld at $1.81 per share to cover tax obligations.

After these transactions, Karrels beneficially owned 196,828 shares of MacroGenics common stock, held directly and jointly with his wife, plus 12,666 and 9,999 remaining restricted stock units from prior grants that continue to vest over time.

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^*

Karrels James

(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)
	SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2026

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	02/07/2026		M		6,334	A	(1)	193,135	D(2)
Common Stock	02/07/2026		F		2,446	D	$1.81	190,689	D(2)
Common Stock	02/08/2026		M		9,999	A	(1)	200,688	D(2)
Common Stock	02/08/2026		F		3,860	D	$1.81	196,828	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	02/07/2026		M			6,334	(3)	(3)	Common Stock	6,334	$0	12,666	D
Restricted Stock Unit	(1)	02/08/2026		M			9,999	(4)	(4)	Common Stock	9,999	$0	9,999	D

Explanation of Responses:

1. Restricted stock units convert into the Company's stock on a one-for-one basis.

2. Owned jointly with reporting person's wife.

3. On February 7, 2025, the reporting person was granted 19,000 restricted stock units, vesting in three equal installments beginning on the first anniversary of the grant date

4. On February 8, 2024, the reporting person was granted 30,000 restricted stock units, vesting in three equal installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Beth A. Smith, Attorney-in-fact	02/10/2026
	** 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 did MacroGenics (MGNX) SVP and CFO James Karrels report on this Form 4?

James Karrels reported vesting of restricted stock units that converted into MacroGenics common stock, along with share withholding to cover taxes. These are routine equity compensation events reflecting previously granted awards, not new open-market purchases or discretionary sales.

How many MacroGenics shares did James Karrels acquire through RSU vesting?

The filing shows 6,334 shares and 9,999 shares of MacroGenics common stock were issued upon restricted stock unit vesting on February 7 and 8, 2026. These shares came from prior equity grants that convert into stock on a one-for-one basis as they vest.

How many MacroGenics (MGNX) shares were withheld for taxes in this Form 4?

To satisfy tax obligations from the vesting events, 2,446 shares and 3,860 shares of MacroGenics common stock were withheld at $1.81 per share. This tax withholding is reported as a disposition but does not represent an open-market sale by the executive.

What is James Karrels’ MacroGenics share ownership after these transactions?

After the reported transactions, James Karrels beneficially owned 196,828 shares of MacroGenics common stock, held directly and jointly with his wife. He also retained 12,666 and 9,999 unvested restricted stock units from earlier grants that may convert into shares as they vest.

What do the restricted stock unit (RSU) footnotes mean in the MacroGenics Form 4?

The footnotes explain that each restricted stock unit converts into one share of MacroGenics stock and reference prior grants of 19,000 and 30,000 units. Those awards vest in three equal installments starting one year after the grant dates, creating the reported vesting events.

Were the MacroGenics Form 4 transactions open-market buys or sells?

No, the transactions reflect equity award vesting and related tax withholding, not open-market trades. The code “M” indicates conversion of restricted stock units to common stock, while code “F” shows shares withheld to cover taxes at $1.81 per share.