Karrels James 4

4 · MACROGENICS INC · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

MacroGenics (MGNX) CFO James Karrels Receives RSUs, Exercises Derivative

What Happened

James Karrels, SVP and Chief Financial Officer of MacroGenics (MGNX), received two restricted stock unit (RSU) awards on 2026-02-12 totaling 175,000 RSUs (150,000 + 25,000).
On 2026-02-15 the filing shows exercise/conversion activity involving 14,999 derivative shares and a related tax-withholding disposition of 5,790 shares at $1.71 per share, resulting in $9,901 surrendered to cover taxes. Several derivative entries are reported as $0 value (typical for RSU conversion entries).

Key Details

Transaction dates: RSU grants on 2026-02-12; exercise/conversion and tax withholding on 2026-02-15. Filing date: 2026-02-17.
Tax withholding: 5,790 shares disposed at $1.71 = $9,901 (reported as code F — payment of exercise price or tax liability).
Grants: 150,000 and 25,000 RSUs reported as acquired at $0 (derivative awards).
Footnotes: prior 2/15/2023 RSU grant referenced (45,000 RSUs vesting in three annual installments); RSU vesting schedules described (e.g., 33%/year or periodic vesting schedules per footnotes). One footnote notes joint ownership with spouse.
Shares owned after the transactions are not specified in the provided excerpt.
Filing appears timely (Form 4 filed 2026-02-17 reporting transactions through 2/12–2/15).

Context

These filings reflect RSU awards and conversions/exercises of derivatives. The 5,790-share disposition was a tax-withholding/surrender (routine) rather than an open-market sale — commonly used to satisfy tax liabilities when RSUs vest or options are exercised.
RSUs represent contingent rights to receive common stock and vest per the schedules in the footnotes; exercise/conversion entries for derivatives often reflect shares issued on conversion rather than a market sale.
The small cash amount ($9,901) relates solely to tax withholding; there is no large open-market sale reported here.

Form 4

Period: 2026-02-12

SVP and CFO

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-02-15+14,999→ 211,827 total
Tax Payment
Common Stock
[F2]
2026-02-15$1.71/sh−5,790$9,901→ 206,037 total
Exercise/Conversion
Restricted Stock Unit
[F1]
2026-02-15−14,999→ 0 total
→ Common Stock (14,999 underlying)
Award
Employee Stock Option (right to buy)
[F3]
2026-02-12+150,000→ 150,000 total
Exercise: $1.71Exp: 2036-02-12→ Common Stock (150,000 underlying)
Award
Restricted Stock Unit
[F4]
2026-02-12+25,000→ 25,000 total
→ Common Stock (25,000 underlying)

Footnotes (4)

[F1]On February 15, 2023, the reporting person was granted 45,000 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date. Restricted stock units convert into the Company's stock on a one-for-one basis.
[F2]Owned jointly with reporting person's wife.
[F3]12.5% of the shares underlying the grant became exercisable one year after the date of grant and an additional 6.25% of the shares underlying the grant became exercisable on the first day of each three-month period thereafter.
[F4]Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest as to 33% of the total shares one year after the date of grant and 33% each year thereafter.

Signature

/s/ Beth A. Smith, Attorney-in-fact|2026-02-17

1 file