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Metagenomi Therapeutics, Inc.

For the period ended Dec 31, 2025. Filed Mar 5, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 5, 2026

MGX$0.70-3.0%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits, Financial Statement Schedules

(a)

Financial Statements. The financial statements of Metagenomi Therapeutics, Inc. and the report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, are included in a separate section of this Annual Report on Form 10-K beginning on page F-1. All financial statement schedules are omitted because the information is inapplicable or presented in the notes to the financial statements.

(b)

Exhibits. The following is a list of exhibits filed as part of this Annual Report on Form 10-K:

ExhibitNumberDescriptionFormDate of FilingExhibitNumberFiled Herewith
2.1+Agreement and Plan of Merger by and between Metagenomi Technologies, LLC and Metagenomi, Inc., dated January 24, 2024S-102/07/20242.1
3.1Amended and Restated Certificate of Incorporation of the Registrant8-K02/13/20243.1
3.2Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant8-K01/12/20263.1
3.3Second Amended and Restated Bylaws8-K01/12/20263.2
4.1+Registration Rights Agreement among the Registrant and certain of its stockholders, dated January 24, 2024S-102/07/20244.1
4.2Form of Common Stock CertificateS-102/07/20244.2
4.3Description of Securities of RegistrantX
10.1#2024 Stock Option and Incentive Plan and forms of award agreements thereunderS-102/07/202410.2
10.2#2024 Employee Stock Purchase PlanS-102/07/202410.3
10.3#Form of Officer Indemnification AgreementS-102/07/202410.4
10.4#Form of Director Indemnification AgreementS-102/07/202410.5
10.5†Strategic Collaboration and License Agreement by and between the Registrant and ModernaTX, Inc., dated October 29, 2021S-102/07/202410.6
10.6†Collaboration and License Agreement by and between the Registrant and Ionis Pharmaceuticals, Inc., dated November 10, 2022S-102/07/202410.7
10.7†Non-Exclusive License Agreement by and between the Registrant and Acuitas Therapeutics, Inc., dated September 29, 202510-Q11/12/202510.1
10.8Open Market Sales AgreementSM between the Registrant and Jefferies LLC, dated as of March 17, 202510-Q05/13/202510.1
10.9Lease Agreement between EPL Halleck Investors LLC and Metagenomi, Inc., dated January 22, 2021S-102/07/202410.9
10.10Sublease Agreement between Dynavax Technologies Corporation and Metagenomi, Inc., dated March 7, 202410-K03/27/202410.9
10.11Lease Agreement between Park Avenue Building LLC and Metagenomi, Inc., dated September 29, 2021S-102/07/202410.11
ExhibitNumberDescriptionFormDate of FilingExhibitNumberFiled Herewith
10.12# · Transition Agreement between the Registrant and Brian C. Thomas, dated as of November 6, 2025 · X
10.13# · Employment Agreement between the Registrant and Jian Irish, dated as of November 6, 2025 · X
10.14# · Employment Agreement between the Registrant and Pamela Wapnick, dated as of November 6, 2025 · X
10.15#Form of Confidentiality and Invention Assignment AgreementS-102/07/202410.15
19.1Insider Trading Policy10-K03/17/202519.1
21.1Subsidiaries of the RegistrantS-102/07/202421.1
23.1Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting FirmX
24.1Power of Attorney (included on signature page)X
31.1Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
32.1Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
97.1Compensation Recovery Policy10-K03/27/202497.1
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema with Embedded Linkbase DocumentsX
104Cover Page Interactive Data File (embedded within the Inline XBRL document)X
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.