Metagenomi Therapeutics (MGX) insider auto-sells shares to cover tax withholding

Rhea-AI Filing Summary

Metagenomi Therapeutics, Inc. officer Matthew Wein reported an automatic sale of common stock related to equity compensation. On March 5, 2026, 482 shares of common stock were sold at $1.60 per share to satisfy tax withholding obligations upon the vesting of restricted stock units granted on April 1, 2024 and April 1, 2025. The filing notes this was not a volitional trade by the reporting person. Following this transaction, Wein beneficially owned 114,549 shares of Metagenomi Therapeutics common stock.

Insider Trade Summary

Net Seller: 482 shares ($771)

Net Sell 1 txn

Insider Wein Matthew

Role See Remarks

Sold 482 shs ($771.20)

Type	Security	Shares	Price	Value
Sale	Common Stock	482	$1.60	$771.20

Holdings After Transaction: Common Stock — 114,549 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Wein Matthew

(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)
	See Remarks

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)		482	D	$1.6	114,549	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 each of April 1, 2024 and April 1, 2025, and does not represent a volitional trade by the Reporting Person.

Remarks:

Title: General Counsel, Compliance Officer and Corporate Secretary

	/s/ Matthew L. Wein	03/09/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Metagenomi Therapeutics (MGX) insider Matthew Wein report on this Form 4?

Matthew Wein reported an automatic sale of 482 shares of Metagenomi Therapeutics common stock. The shares were sold at $1.60 each to cover tax withholding triggered by vesting restricted stock units, and he continued to hold 114,549 shares afterward.

How many Metagenomi Therapeutics (MGX) shares were sold and at what price?

The Form 4 shows 482 shares of Metagenomi Therapeutics common stock were sold at $1.60 per share. This transaction was tied to tax withholding for vesting restricted stock units, rather than a discretionary decision to trade shares on the open market.

Was the Metagenomi Therapeutics (MGX) insider sale a discretionary trade?

No, the filing states the sale was not a volitional trade by the reporting person. The 482 shares were automatically sold solely to satisfy tax withholding obligations arising from the vesting of restricted stock units granted on April 1, 2024 and April 1, 2025.

How many Metagenomi Therapeutics (MGX) shares does Matthew Wein hold after this transaction?

After the automatic tax-related sale, Matthew Wein reported beneficial ownership of 114,549 Metagenomi Therapeutics common shares. This reflects his holdings following the 482-share sale used to cover tax withholding from vesting restricted stock unit awards.

What triggered the automatic sale of Metagenomi Therapeutics (MGX) shares for Matthew Wein?

The sale was triggered by the vesting of restricted stock units granted to Matthew Wein on April 1, 2024 and April 1, 2025. Shares were automatically sold to satisfy related tax withholding requirements, as explained in the Form 4 footnote.