Metagenomi (MGX) CFO logs automatic 1,581-share tax-withholding sale

Rhea-AI Filing Summary

Metagenomi Therapeutics, Inc. Chief Financial Officer Pamela Wapnick reported an automatic sale of common stock related to tax withholding. On this transaction date, 1,581 shares of common stock were sold at $1.60 per share. According to the footnote, the shares were automatically sold to satisfy her tax withholding obligations upon the vesting of restricted stock units granted on April 1, 2024, and the transaction did not represent a voluntary trade. After this sale, Wapnick beneficially owned 187,375 shares of common stock directly.

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^*

Wapnick Pamela

(Last) (First) (Middle)

C/O METAGENOMI THERAPEUTICS, INC.

5959 HORTON STREET, 7TH FLOOR

(Street)

EMERYVILLE CA 94608

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Metagenomi Therapeutics, Inc. [ MGX ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		S(1)		1,581	D	$1.6	187,375	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

Explanation of Responses:

1. These shares of common stock were automatically sold for the purpose of satisfying the Reporting Person's tax withholding obligations upon the vesting of certain restricted stock units granted to the Reporting Person on April 1, 2024, and does not represent a volitional trade by the Reporting Person.

	/s/ Matthew L. Wein, attorney-in-fact	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Metagenomi Therapeutics (MGX) CFO Pamela Wapnick report on this Form 4?

CFO Pamela Wapnick reported an automatic sale of 1,581 Metagenomi Therapeutics common shares at $1.60 each. The sale was executed solely to cover tax withholding from vesting restricted stock units granted on April 1, 2024, rather than a discretionary stock sale.

How many Metagenomi Therapeutics (MGX) shares did the CFO sell and at what price?

The CFO’s Form 4 shows 1,581 common shares of Metagenomi Therapeutics sold at $1.60 per share. The filing explains this transaction was an automatic sale to satisfy tax withholding obligations arising from the vesting of previously granted restricted stock units.

Was the Metagenomi Therapeutics (MGX) CFO’s Form 4 trade a voluntary sale?

No, the Form 4 states the sale did not represent a volitional trade by the CFO. The 1,581 shares were automatically sold to cover required tax withholding when restricted stock units granted on April 1, 2024 vested, according to the filing’s footnote.

How many Metagenomi Therapeutics (MGX) shares does the CFO own after this transaction?

After the automatic tax-withholding sale, CFO Pamela Wapnick directly owned 187,375 common shares. This remaining balance reflects her continued equity stake in Metagenomi Therapeutics following the disposition of 1,581 shares for tax obligations tied to vesting restricted stock units.

What triggered the automatic sale of MGX shares reported by the CFO?

The automatic sale was triggered by the vesting of restricted stock units granted on April 1, 2024. To satisfy the CFO’s associated tax withholding obligations, 1,581 Metagenomi Therapeutics common shares were sold automatically, as described in the Form 4 footnote.