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Metagenomi CEO auto-sells 2,140 shares for tax

Metagenomi Therapeutics CEO Jian Irish reported an automatic sale of shares to cover tax withholding from vested RSUs.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Metagenomi Therapeutics, Inc. (MGX) reported that President and Chief Executive Officer and director Jian Irish sold 2,140 shares of common stock on September 8, 2026 at $1.1584 per share. After this sale, she held 375,393 shares of common stock directly.

According to the filing, these shares were automatically sold to satisfy tax withholding obligations arising from the vesting of restricted stock units granted on April 1, 2024 and April 1, 2025, and the transaction "does not represent a volitional trade" by Jian Irish. The filing also notes additional indirect holdings of common stock in two 2023 irrevocable trusts, for which she disclaims beneficial ownership except to the extent of her pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Irish Jian
Role See Remarks
Sold 2,140 shs ($2K)
Type Security Shares Price Value
Sale Common Stock F1 2,140 $1.1584 $2K
holding Common Stock F2 -- -- --
holding Common stock F3 -- -- --
Holdings After Transaction: Common Stock — 375,393 shares (Direct); Common Stock — 585,427 shares (Indirect, By Trust)
Footnotes (3)
  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 April 1, 2024 and April 1, 2025, and does not represent a volitional trade by the Reporting Person.
  2. F2. 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.
  3. F3. 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 2,140 shares Automatic sale of common stock on September 8, 2026
Sale price per share $1.1584 per share Price for the 2,140 shares sold on September 8, 2026
Direct holdings after transaction 375,393 shares Common stock held directly by Jian Irish after the sale
Net shares sold 2,140 shares Net buy/sell activity across all reported transactions in this Form 4
restricted stock units financial
"upon the vesting of certain restricted stock units granted"
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
"sold for the purpose of satisfying the Reporting Person's tax withholding obligations"
pecuniary interest financial
"except to the extent of her pecuniary interest therein"
irrevocable trust financial
"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.

FAQ

What insider transaction did MGX report for Jian Irish on September 8, 2026?

Metagenomi Therapeutics reported that Jian Irish sold 2,140 shares of common stock on September 8, 2026 at $1.1584 per share, in a transaction described as a sale in the open market or a private transaction.

Why were MGX shares sold by Jian Irish in this Form 4 filing?

The filing states the 2,140 shares were automatically sold to satisfy tax withholding obligations upon vesting of restricted stock units granted on April 1, 2024 and April 1, 2025, and it clarifies this "does not represent a volitional trade" by Jian Irish.

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

After the sale, Jian Irish held 375,393 shares of Metagenomi Therapeutics common stock directly, as reported in the Form 4.

Were the MGX insider transactions by Jian Irish under a Rule 10b5-1 trading plan?

No. The document-level Rule 10b5-1 checkbox is marked not affirming a trading plan, and the footnotes describe the sale as an automatic tax withholding transaction rather than a pre-arranged 10b5-1 plan trade.

Does Jian Irish have indirect holdings of MGX through trusts?

Yes. The Form 4 reports indirect ownership of common stock held by the Bruce Irish 2023 Irrevocable Trust FBO Jian Irish and the Jian Irish 2023 Irrevocable Trust. Jian Irish disclaims beneficial ownership except to the extent of her pecuniary interest.

What is the net effect of this Form 4 transaction on Jian Irish’s MGX ownership?

The net effect is a disposition of 2,140 shares of common stock, leaving 375,393 shares held directly. Additional indirect holdings exist through two irrevocable trusts, with beneficial ownership disclaimed except for any pecuniary interest.

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

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Learn about SEC filing dates
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)
09/08/2026
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 Stock09/08/2026S(1)2,140D$1.1584375,393D
Common Stock292,714IBy Trust(2)
Common stock292,713IBy Trust(3)
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. 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.
3. 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-fact09/10/2026
** 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)

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