Metagenomi Therapeutics, Inc.

Stockholder Proposals for 2026 Annual Meeting

Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials. To be considered for inclusion in next year’s proxy statement, stockholder proposals pursuant to Rule 14a-8 under the Exchange Act must be received by our Secretary, at Metagenomi, Inc. no later than December, 30 2025 which is 120 days prior to the first anniversary of the mailing date of this proxy, unless the date of the 2026 annual meeting of stockholders is changed by more than 30 days from the anniversary of our 2025 annual meeting, in which case, the deadline for such proposals will be a reasonable time before we begin to print and send our proxy materials. All proposals should be addressed to 5959 Horton Street, 7th Floor, Emeryville, CA 94608.

Requirements for Stockholder Proposals or Director Nominations to be Brought Before an Annual Meeting. Our amended and restated bylaws provide that, for stockholder nominations to our Board or other proposals to be considered at an annual meeting, the stockholder must have given timely notice thereof in writing to the Secretary, Metagenomi, Inc., 5959 Horton Street, 7th Floor, Emeryville, CA 94608. To be timely for the 2026 annual meeting, the stockholder’s notice must be delivered to or mailed and received by us not before February 11, 2026 or after March 12, 2026, which is not more than one hundred twenty (120) days and not less than ninety (90) days before the one-year anniversary date of the preceding year’s annual meeting, except that if the 2026 annual meeting of stockholders is more than thirty (30) days before or sixty (60) days after the anniversary date of the previous year’s annual meeting, we must receive the notice not later than ninety (90) days prior to the annual meeting date or the tenth (10th) day following the day on which public announcement of the date of the annual meeting is first made. Such notice must provide the information required by our amended and restated bylaws with respect to each matter the stockholder proposes to bring before the 2026 annual meeting.

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company, in accordance with the requirements set forth in Rule 14a-19(b).

Annual Report

Upon written request, the Company will provide, without charge, to each stockholder who does not otherwise receive a copy of the Company’s annual report, a copy of our 2024 Annual Report, as filed with the SEC, except for exhibits.

Please address all requests to:

Metagenomi, Inc.

Attn: Secretary

5959 Horton Street, 7th Floor,

Householding of Proxy Materials

SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single notice or, if applicable, a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family, unless we have received contrary instructions from one or more of the stockholders. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our notices, annual reports, proxy statements and information statements.

We will undertake to deliver promptly, upon written or oral request, a separate copy to a stockholder at a shared address to which a single copy of the notice or proxy materials was delivered. You may make a written or oral request by sending a notification to our Secretary at the address above, providing your name, your shared address, and the address to which we should direct the additional copy of the notice or proxy materials. Multiple stockholders sharing an address who have received one copy of a mailing and would prefer us to mail each stockholder a separate copy of future mailings should contact us at our principal executive offices by writing to Metagenomi, Inc., 5959 Horton Street, 7th Floor, Emeryville, CA 94608, Attn: Matthew Wein or calling (510) 722-6227. Additionally, if current stockholders with a shared address received multiple copies of a mailing and would prefer us to mail one copy of future mailings to stockholders at the shared address, notification of that request may also be made through our principal executive offices, by writing to Metagenomi, Inc., 5959 Horton Street, 7th Floor, Emeryville, CA 94608, Attn: Matthew Wein or calling (510) 722-6227. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.