Irish Jian 4

What Happened
Jian Irish, CEO of Metagenomi Therapeutics (MGX), disposed of shares in two transactions reported on Form 4. On 2025-12-05 she transferred (gifted) 228,462 shares for no consideration (114,231 shares to each of two irrevocable trusts). On 2026-03-05 she disposed of 1,607 shares in an open-market sale at $1.60 per share for proceeds of $2,571. The March sale was reported as an automatic sale to satisfy tax withholding and is not presented as a voluntary trade.

Key Details

• Transactions:
  • 2025-12-05 — Gift: 228,462 shares @ $0.00 (to Bruce Irish 2023 Irrevocable Trust FBO Jian Irish and Jian Irish 2023 Irrevocable Trust)
  • 2026-03-05 — Sale: 1,607 shares @ $1.60 = $2,571 (reported as automatic tax-withholding sale)
• Footnotes of note:
  • F1: Gift split into two trusts (114,231 shares each) for no consideration.
  • F2: The March sale was automatic to satisfy tax withholding upon RSU vesting (not a volitional trade).
  • F3/F4: Reporting person disclaims beneficial ownership of shares held in the two trusts except to the extent of any pecuniary interest.
• Shares owned after the transactions: Not specified in this Form 4.
• Filing timeliness: Form filed 2026-03-09. The March 5 sale appears to be filed within the two-business-day window; the Dec. 5 gift was reported late (well beyond the two-business-day requirement).

Context
Gifts to trusts are estate/planning moves and don’t necessarily signal management sentiment about the stock. Sales described as tax-withholding (automatic dispositions tied to RSU vesting) are routine and typically not considered an intentional market-timing action. Retail investors should treat the small, automatic sale as administrative and the gift as a transfer, and not infer a definitive view on company prospects from these items alone.