STOCK TITAN

Tax-driven sale as Metagenomi (MGX) director Irish reports 3,737 shares sold

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Metagenomi Therapeutics director and officer Jian Irish reported an automatic share sale tied to tax withholding. On June 5, 2026, 3,737 shares of Metagenomi Therapeutics, Inc. common stock were sold at $1.299 per share to satisfy tax obligations arising from the vesting of restricted stock units granted on April 1, 2024 and April 1, 2025. The filing states this was not a voluntary trade. After the sale, she holds 377,533 shares of common stock directly, and additional shares are held indirectly through family trusts for which she reports but disclaims full beneficial ownership. A footnote also notes that her holdings include 1,500 shares acquired under the company’s employee stock purchase plan on May 29, 2026.

Positive

  • None.

Negative

  • None.
Insider Irish Jian
Role See Remarks
Sold 3,737 shs ($5K)
Type Security Shares Price Value
Sale Common Stock 3,737 $1.299 $5K
holding Common Stock -- -- --
holding Common stock -- -- --
Holdings After Transaction: Common Stock — 377,533 shares (Direct); Common Stock — 292,714 shares (Indirect, By Trust); Common stock — 292,713 shares (Indirect, By Trust)
Footnotes (1)
  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 April 1, 2025, and does not represent a volitional trade by the Reporting Person. Includes 1,500 shares acquired under the Company's employee stock purchase plan ("ESPP") on May 29, 2026. 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. 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.
Shares sold 3,737 shares Common stock sold on June 5, 2026
Sale price $1.299 per share Price for 3,737 common shares sold
Direct holdings after sale 377,533 shares Common stock held directly after June 5, 2026 sale
Indirect trust holding 1 292,713 shares Common stock held indirectly by Bruce Irish 2023 Irrevocable Trust FBO Jian Irish
Indirect trust holding 2 292,714 shares Common stock held indirectly by Jian Irish 2023 Irrevocable Trust
ESPP shares 1,500 shares Shares acquired under ESPP on May 29, 2026
restricted stock units financial
"upon the vesting of certain restricted stock units granted to the Reporting Person on April 1, 2024 and April 1, 2025"
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 upon the vesting"
employee stock purchase plan financial
"Includes 1,500 shares acquired under the Company's employee stock purchase plan ("ESPP") on May 29, 2026."
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.
irrevocable trust financial
"Shares held by the Bruce Irish 2023 Irrevocable Trust FBO Jian Irish."
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein"
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What insider transaction did Metagenomi Therapeutics (MGX) report for Jian Irish?

Metagenomi Therapeutics reported that director and officer Jian Irish had 3,737 shares of common stock sold on June 5, 2026. The sale was automatic to cover tax withholding from restricted stock unit vesting and was not a discretionary trade.

At what price were Jian Irish’s Metagenomi Therapeutics (MGX) shares sold?

The 3,737 Metagenomi Therapeutics common shares associated with Jian Irish were sold at $1.299 per share. According to the filing, this transaction was executed to satisfy tax withholding obligations tied to previously granted restricted stock units.

How many Metagenomi Therapeutics (MGX) shares does Jian Irish hold after this Form 4?

Following the reported transaction, Jian Irish holds 377,533 Metagenomi Therapeutics common shares directly. She is also reported as having additional indirect holdings through family trusts, while disclaiming full beneficial ownership except for her pecuniary interest.

Was Jian Irish’s Metagenomi Therapeutics (MGX) stock sale a voluntary trade?

No. The filing states the 3,737 shares were automatically sold to satisfy tax withholding obligations when restricted stock units vested. It explicitly notes this does not represent a volitional trade by Jian Irish in the open market.

What does the Metagenomi Therapeutics (MGX) filing say about Jian Irish’s ESPP shares?

A footnote explains that Jian Irish’s reported holdings include 1,500 Metagenomi Therapeutics shares acquired under the company’s employee stock purchase plan on May 29, 2026. These ESPP shares are part of her overall position after the reported sale.

How are the trust-held Metagenomi Therapeutics (MGX) shares attributed to Jian Irish?

The filing notes shares held by the Bruce Irish 2023 Irrevocable Trust FBO Jian Irish and the Jian Irish 2023 Irrevocable Trust. She disclaims beneficial ownership of these securities except for her pecuniary interest, though they are included in her reported indirect holdings.
SEC Form 4
FORM 4UNITED 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*
Irish Jian

(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)
XDirector10% Owner
XOfficer (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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/05/2026S(1)3,737D$1.299377,533(2)D
Common Stock292,714IBy Trust(3)
Common stock292,713IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 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.
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.
Remarks:
President and Chief Executive Officer
/s/ Matthew L. Wein, attorney-in-fact06/10/2026
** Signature of Reporting PersonDate
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)