Metagenomi (NASDAQ: MGX) CEO logs tax sale and 228,462-share gifts to trusts

Rhea-AI Filing Summary

Metagenomi Therapeutics Chief Executive Officer Jian Irish reported both a tax-related share sale and large gifts of stock. On December 5, 2025, she transferred 114,231 shares to the Bruce Irish 2023 Irrevocable Trust FBO Jian Irish and 114,231 shares to the Jian Irish 2023 Irrevocable Trust as bona fide gifts for no consideration. These trusts now hold shares for which she disclaims beneficial ownership except for any pecuniary interest. On March 5, 2026, 1,607 shares of common stock were automatically sold at $1.60 per share to satisfy tax withholding obligations from restricted stock units that vested on April 1, 2024, leaving her with 333,770 shares held 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^*

Irish Jian

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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	12/05/2025		G(1)		228,462	D	$0	335,377	D
Common Stock	03/05/2026		S(2)		1,607	D	$1.6	333,770	D
Common Stock								292,714(1)	I	By Trust(3)
Common Stock								292,713(1)	I	By Trust(4)

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. On December 5, 2025, the Reporting Person transferred 114,231 and 114,231 shares of Issuer common stock to the Bruce Irish 2023 Irrevocable Trust FBO Jian Irish and Jian Irish 2023 Irrevocable Trust, respectively, for no consideration.

2. 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.

3. Shares held by the Bruce Irish 2023 Irrevocable Trust FBO Jian Irish. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

4. Shares held by the Jian Irish 2023 Irrevocable Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	/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.
* 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 MGX CEO Jian Irish report on this Form 4?

Jian Irish reported an automatic sale of 1,607 Metagenomi Therapeutics shares for tax withholding and bona fide gifts totaling 228,462 shares to two 2023 irrevocable trusts, both dated December 5, 2025, with no consideration received for the transfers.

How many MGX shares did Jian Irish sell, and at what price?

She reported an automatic sale of 1,607 shares of Metagenomi Therapeutics common stock at a price of $1.60 per share. The filing states the sale was solely to cover tax withholding obligations from vesting restricted stock units granted on April 1, 2024.

What share gifts to trusts did MGX’s CEO disclose in this filing?

On December 5, 2025, Jian Irish transferred 114,231 shares to the Bruce Irish 2023 Irrevocable Trust FBO Jian Irish and 114,231 shares to the Jian Irish 2023 Irrevocable Trust. These were bona fide gifts made for no consideration, according to the Form 4 footnote.

Does Jian Irish claim full beneficial ownership of the MGX shares held by the trusts?

No. The filing states she disclaims beneficial ownership of shares held by the Bruce Irish 2023 Irrevocable Trust and the Jian Irish 2023 Irrevocable Trust, except to the extent of her pecuniary interest in those securities, despite their inclusion in the reported holdings.

How many MGX shares does Jian Irish hold directly after the reported sale?

Following the March 5, 2026 automatic tax-withholding sale, Jian Irish directly holds 333,770 shares of Metagenomi Therapeutics common stock. Separate indirect holdings are reported for the two 2023 irrevocable trusts referenced in the Form 4 footnotes.

Were the MGX share sales by Jian Irish discretionary trades?

The Form 4 explains that 1,607 shares were automatically sold to satisfy tax withholding obligations upon the vesting of restricted stock units. It explicitly notes this transaction does not represent a volitional trade by Jian Irish in the open market.