MACROGENICS INC·4

Feb 17, 6:24 PM ET

Spitznagel Thomas 4

4 · MACROGENICS INC · Filed Feb 17, 2026

Research Summary

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MACROGENICS (MGNX) Sr VP Thomas Spitznagel Receives 175,000 RSUs

What Happened

Thomas Spitznagel, Senior Vice President, Technical Operations at Macrogenics (MGNX), received two RSU grants totaling 175,000 restricted stock units on Feb 12, 2026 (25,000 and 150,000 RSUs). On Feb 15, 2026 he also exercised/converted derivatives resulting in 13,332 shares. To satisfy tax withholding related to the transaction, 5,520 shares were surrendered at $1.71 per share for $9,439.

These were awards and a conversion/exercise of derivatives rather than an open-market purchase or voluntary sale. The RSU grants are reported at $0 (typical for time-based RSU awards); the only cash figure reported is the tax withholding of $9,439.

Key Details

  • Transaction dates: RSU grants on 2026-02-12; derivative exercise/conversion and tax withholding on 2026-02-15. Filing date: 2026-02-17.
  • Grants: 25,000 RSUs and 150,000 RSUs (total 175,000 RSUs) granted @ $0.00 (derivative awards).
  • Exercise/conversion: 13,332 shares reported as exercised/converted (derivative, 2026-02-15).
  • Tax withholding: 5,520 shares disposed to cover tax liability at $1.71/share = $9,439.
  • Shares owned after transaction: Not specified in the filing.
  • Footnotes:
    • F1: On Feb 15, 2023 the reporting person was granted 40,000 RSUs vesting in three equal annual installments; RSUs convert 1-for-1 to common stock.
    • F2: RSUs vest 33% one year after grant and 33% each year thereafter.
    • F3: For the option/derivative grant(s), vesting included 12.5% after one year and 6.25% each quarter thereafter.
  • Timeliness: Filing covers 2/12 and 2/15 transactions and was filed 2/17/2026. (Note: Form 4 is typically due within two business days of a transaction; the 2/12 grant was reported after that window while the 2/15 items were filed within the typical two-day window.)

Context

  • RSUs are time-based awards that convert into shares when they vest; they are not an immediate cash purchase and do not by themselves signal a market buy or sell.
  • The 5,520-share disposition is a tax withholding/payment action (common when RSUs or exercised derivatives vest/are converted), not necessarily a voluntary sale for investment reasons.
  • This filing is informational; it reports awards and a derivative conversion rather than an open-market purchase or a large voluntary sale.

Insider Transaction Report

Form 4
Period: 2026-02-12
Spitznagel Thomas
Sr VP, Technical Ops
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-15+13,33244,063 total
  • Tax Payment

    Common Stock

    2026-02-15$1.71/sh5,520$9,43938,543 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F1]
    2026-02-1513,3320 total
    Common Stock (13,332 underlying)
  • Award

    Restricted Stock Unit

    [F2]
    2026-02-12+25,00025,000 total
    Common Stock (25,000 underlying)
  • Award

    Employee Stock Option (right to buy)

    [F3]
    2026-02-12+150,000150,000 total
    Exercise: $1.71Exp: 2036-02-12Common Stock (150,000 underlying)
Footnotes (3)
  • [F1]On February 15, 2023, the reporting person was granted 40,000 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]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.
  • [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.
Signature
/s/ Beth A. Smith, Attorney-in-fact|2026-02-17

Documents

1 file
  • 4
    wk-form4_1771370660.xmlPrimary

    FORM 4