Metagenomi counsel auto-sells 358 shares for taxes

Metagenomi’s General Counsel had a small number of shares sold automatically to cover tax withholding from RSU vesting, leaving a six‑figure direct shareholding.

Rhea-AI Filing Summary

Metagenomi Therapeutics, Inc. (MGX) reported that officer Matthew Wein, the company’s General Counsel, Compliance Officer and Corporate Secretary, had 358 shares of common stock sold on September 8, 2026 at $1.1584 per share. The shares were automatically sold to satisfy tax withholding obligations upon vesting of restricted stock units and are stated not to be a volitional trade. Following this transaction, Wein held 126,133 shares of Metagenomi common stock directly.

Insider Trade Summary

Net Seller: 358 shares

Net Sell 1 txn

Insider Wein Matthew

Role See Remarks

Sold 358 shs ($414.71)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	358	$1.1584	$414.71

Holdings After Transaction: Common Stock — 126,133 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares sold: 358 shares Sale price per share: $1.1584 per share Shares held after transaction: 126,133 shares +2 more

5 metrics

Shares sold 358 shares Common stock sold on September 8, 2026 to cover tax withholding

Sale price per share $1.1584 per share Price for the 358 shares of common stock sold on September 8, 2026

Shares held after transaction 126,133 shares Direct holdings of Matthew Wein after the September 8, 2026 sale

RSU grant dates April 1, 2024 and April 1, 2025 Restricted stock units whose vesting triggered the tax-related sale

Net shares sold 358 shares Net change from insider transactions reported in this Form 4

Key Terms

restricted stock units, tax withholding obligations, volitional trade

3 terms

restricted stock units financial

"upon the vesting of certain restricted stock units granted to the Reporting Person"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"automatically sold for the purpose of satisfying the Reporting Person's tax withholding"

volitional trade financial

"and does not represent a volitional trade by the Reporting Person"

FAQ

What insider transaction did MGX disclose for Matthew Wein on September 8, 2026?

Metagenomi Therapeutics (MGX) disclosed that officer Matthew Wein had 358 shares of common stock sold on September 8, 2026 at $1.1584 per share, with the transaction classified as a sale of non-derivative common stock.

Was the September 8, 2026 MGX share sale by Matthew Wein a voluntary transaction?

No. A footnote states the 358 shares were automatically sold to satisfy tax withholding obligations upon vesting of restricted stock units and that the transaction does not represent a volitional trade by Matthew Wein.

How many MGX shares does Matthew Wein hold after the reported transaction?

After the September 8, 2026 transaction, Matthew Wein is reported to hold 126,133 shares of Metagenomi Therapeutics common stock directly, according to the post-transaction holdings figure in the filing.

What price was received per MGX share in the September 8, 2026 sale?

The filing reports that the 358 shares of MGX common stock were sold at a price of $1.1584 per share, described as a sale in an open market or private transaction.

Why were MGX shares sold in connection with Wein’s restricted stock units?

The shares were sold to satisfy tax withholding obligations triggered by the vesting of certain restricted stock units granted to Matthew Wein on April 1, 2024 and April 1, 2025, according to the footnote in the filing.

Was the MGX insider transaction made under a Rule 10b5-1 trading plan?

No. The document-level indicator for Rule 10b5-1 plans is false, meaning the filing specifies that the transaction was not affirmed as made under a Rule 10b5-1 trading plan.

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Available on EDGAR 09/10/2026 - 03:47 PM Accepted by SEC EDGAR 09/10/2026 - 03:47 PM Learn about SEC filing dates

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 CALIFORNIA 94608

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/08/2026		S(1)		358	D	$1.1584	126,133	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	09/10/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)