Metagenomi, Inc.

Item 5. Other Information.

(a) On August 11, 2025, the Board, based in part upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Laurence Reid, Ph.D., to serve as a director of the Board, effective as of August 11, 2025 (the “Effective Date”). Dr. Reid will serve as a Class I director with a term expiring at the Company’s 2028 Annual Meeting of Stockholders, once his successor is duly elected and qualified, or until his earlier resignation, death or removal. As of the Effective Date, Dr. Reid will serve as a member of the Research and Development Committee of the Board.

Dr. Reid, 62, has served as chairperson of the board of directors of Broken String Biosciences Limited, a privately held biotechnology company, since August 2024. Dr. Reid has also served on the boards of directors of KalVista Pharmaceuticals, Inc., a publicly traded biotechnology company, since November 2024 and Stratus Therapeutics, Inc. (formerly Garuda Therapeutics, Inc.), a privately held biotechnology company, since November 2021. Previously, he served as president and chief executive officer of Decibel Therapeutics, Inc., a publicly traded biotechnology company, from January 2020 to November 2023. From December 2019 to November 2020, Dr. Reid was an entrepreneur in residence at Third Rock Ventures LLC, a venture capital firm. From March 2015 to October 2018, he served as chief executive officer of Warp Drive Bio, LLC, a privately held biotechnology company, until the company’s acquisition by Revolution Medicines, Inc. Prior to that, he served as chief business officer of Alnylam Pharmaceuticals, Inc., a publicly traded biotechnology company, from June 2010 to December 2014, and at Ensemble Discovery Corporation, a privately held biopharmaceutical company, from January 2006 to June 2010. From 1993 to 2003, Dr. Reid was General Manager at Millennium Pharmaceuticals, Inc., which is now part of Takeda Pharmaceutical Company Limited. Dr. Reid received a B.A. in natural sciences from Cambridge University and a Ph.D. in biochemistry from King’s College, London University.

The Board has determined that Dr. Reid is independent under the applicable Nasdaq listing rules. There are no arrangements or understandings between Dr. Reid and any other person pursuant to which he was selected as a director. There are no related party transactions between the Company and Dr. Reid (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Dr. Reid does not have any family relationships with any of the Company’s directors or executive officers.

In accordance with the Company’s non-employee director compensation policy (the “Director Compensation Policy”), the Company will pay Dr. Reid annual retainers for his service on the Board and committees thereof. In addition, on September 2, 2025 (the “Grant Date”), pursuant to the Director Compensation Policy, Dr. Reid will be granted a one-time non-statutory stock option to purchase 42,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), under the Company’s 2024 Stock Option and Incentive Plan, at an exercise price per share equal to the closing price per share of the Common Stock on the Grant Date (the “Initial Option Grant”). The Initial Option Grant shall vest over three years, with 33% vesting on the first anniversary of the Grant Date and the remaining 67% vesting in 24 equal monthly installments thereafter, subject to Dr. Reid’s continued service on the Board.

(b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.

(c) During the quarter ended June 30, 2025, no director or “officer” of the Company, as defined in Rule 16a-1(f) under the Exchange Act, adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.