Metagenomi (NASDAQ: MGX) officer auto-sells 558 shares for RSU taxes

Rhea-AI Filing Summary

Metagenomi Therapeutics, Inc. officer Matthew Wein reported an automatic sale of 558 shares of common stock at $1.299 per share on June 5, 2026. The shares were sold solely to satisfy tax withholding obligations triggered by the vesting of restricted stock units and were not a voluntary trade.

After this transaction, Wein directly held 126,491 common shares, which includes 1,500 shares acquired through the company’s employee stock purchase plan on May 29, 2026.

Insider Trade Summary

Net Seller: 558 shares

Net Sell 1 txn

Insider Wein Matthew

Role See Remarks

Sold 558 shs ($724.84)

Type	Security	Shares	Price	Value
Sale	Common Stock	558	$1.299	$724.84

Holdings After Transaction: Common Stock — 126,491 shares (Direct)

Footnotes (2)

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.
2. F2. Includes 1,500 shares acquired under the Company's employee stock purchase plan ("ESPP") on May 29, 2026.

Key Figures

Shares sold: 558 shares Sale price: $1.299 per share Shares held after: 126,491 shares +1 more

4 metrics

Shares sold 558 shares Automatic tax-withholding sale on June 5, 2026

Sale price $1.299 per share Price for 558-share sale on June 5, 2026

Shares held after 126,491 shares Direct common stock holdings following the transaction

ESPP shares included 1,500 shares Acquired under ESPP on May 29, 2026, included in holdings

Key Terms

restricted stock units, tax withholding obligations, employee stock purchase plan, open-market sale

4 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 obligations"

employee stock purchase plan financial

"Includes 1,500 shares acquired under the Company's employee stock purchase plan ("ESPP")"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/10/2026 - 11:20 AM Accepted by SEC EDGAR 06/10/2026 - 11:19 AM Learn about SEC filing dates

FAQ

What insider transaction did Metagenomi (MGX) report for Matthew Wein?

Metagenomi reported that officer Matthew Wein had 558 common shares sold at $1.299 per share. The sale was automatic to cover tax withholding from restricted stock unit vesting and was not a discretionary open-market trade.

Was Matthew Wein’s Metagenomi (MGX) share sale a voluntary trade?

No, the 558-share sale was not voluntary. Footnotes state the shares were automatically sold to satisfy tax withholding obligations when restricted stock units vested, meaning it was a mechanical tax event rather than an elective portfolio decision.

How many Metagenomi (MGX) shares does Matthew Wein hold after this Form 4?

After the tax-related sale, Matthew Wein directly holds 126,491 Metagenomi common shares. This total includes 1,500 shares acquired under the company’s employee stock purchase plan on May 29, 2026, as disclosed in the filing footnotes.

What price was received for the Metagenomi (MGX) shares sold on June 5, 2026?

The 558 Metagenomi common shares were sold at an average price of $1.299 per share. This transaction was characterized as an open-market or private sale used exclusively to cover tax withholding from recent restricted stock unit vesting.

How many Metagenomi (MGX) shares were sold to cover tax withholding?

A total of 558 Metagenomi common shares were automatically sold to satisfy tax withholding obligations. The sale related to restricted stock units granted on April 1, 2024 and April 1, 2025 that vested and triggered the tax liability.

What role did Metagenomi’s employee stock purchase plan play in Matthew Wein’s holdings?

Footnotes state that Wein’s post-transaction holdings include 1,500 shares acquired through Metagenomi’s employee stock purchase plan on May 29, 2026. These ESPP shares are part of his total direct ownership of 126,491 common shares.

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)
06/05/2026

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	06/05/2026		S(1)		558	D	$1.299	126,491(2)	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.

2. Includes 1,500 shares acquired under the Company's employee stock purchase plan ("ESPP") on May 29, 2026.

Remarks:

Title: General Counsel, Compliance Officer and Corporate Secretary

	/s/ Matthew L. Wein	06/10/2026
	** 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)