Agenus SEC Filings

Willis Lease Finance Corp. (WLFC) – Form 144/A filing reports a proposed insider sale.

• Shares to be sold: 7,295 common shares.
• Estimated market value: $1,058,573.15 (based on information supplied in the filing).
• Broker: Merrill Lynch, 77 Broad Street, Red Bank, NJ 07701.
• Approximate sale date: 06/27/2025 on the NASDAQ.
• Shares outstanding: 6,902,975, so the proposed sale equals roughly 0.11 % of total shares.
• Acquisition details: Shares were acquired on 04/01/2024 through stock compensation.
• Recent prior sales: The seller (identified in the filing as Brian Hole, 30 White Pine Lane, West Hartford, CT 06107) sold 2,893 shares on 05/27/2025 for $386,744.40 and 2,807 shares on 05/23/2025 for $368,973.16, indicating a continuing disposition program.

The filing contains the customary representation that the seller is not aware of undisclosed material adverse information. No other financial or operational data is included.

Willis Lease Finance Corp. (WLFC) – Form 144/A filing reports a proposed insider sale.

• Shares to be sold: 7,295 common shares.
• Estimated market value: $1,058,573.15 (based on information supplied in the filing).
• Broker: Merrill Lynch, 77 Broad Street, Red Bank, NJ 07701.
• Approximate sale date: 06/27/2025 on the NASDAQ.
• Shares outstanding: 6,902,975, so the proposed sale equals roughly 0.11 % of total shares.
• Acquisition details: Shares were acquired on 04/01/2024 through stock compensation.
• Recent prior sales: The seller (identified in the filing as Brian Hole, 30 White Pine Lane, West Hartford, CT 06107) sold 2,893 shares on 05/27/2025 for $386,744.40 and 2,807 shares on 05/23/2025 for $368,973.16, indicating a continuing disposition program.

The filing contains the customary representation that the seller is not aware of undisclosed material adverse information. No other financial or operational data is included.

Agenus (Nasdaq: AGEN) filed an 8-K detailing the results of its 17 June 2025 Annual Meeting, where 16.71 million shares—61.5 % of shares outstanding—were represented.

Board elections: Class I directors Brian Corvese (5.99 m for / 4.83 m withheld) and Timothy Wright (6.86 m for / 3.96 m withheld) were elected to serve until 2028.

Equity & compensation matters:

• Stockholders approved expanding the 2019 Equity Incentive Plan to 12.05 m shares, adding 7.0 m shares (6.14 m for / 4.59 m against / 0.08 m abstain).
• They approved raising share limits on the Directors’ Deferred Compensation Plan (+25 k shares) and the 2019 ESPP (+50 k shares).
• A one-time option exchange was rejected (4.87 m for / 5.82 m against).
• The advisory say-on-pay resolution was also rejected (5.16 m for / 5.18 m against).

Audit: KPMG LLP was ratified for FY 2025 (13.62 m for / 2.87 m against).

The voting pattern shows notable shareholder resistance to current compensation practices—even as additional share reserves for future equity awards were endorsed—signalling potential governance scrutiny ahead.

Agenus (NASDAQ: AGEN) filed a Form 4 disclosing that director Timothy Wright received a total of 15,750 stock options on 06/17/2025 under the company’s 2019 Amended & Restated Equity Incentive Plan.

The options carry an exercise price of $3.02 and expire on 05/28/2035. Two tranches were awarded: 750 options that vest one-third on 05/28/2026 and quarterly thereafter, and 15,000 options that vest fully one year after the grant date. All awards were reported as directly held; no shares were sold or otherwise disposed. The filing is a routine disclosure of director compensation rather than a change in ownership of common stock.

Form 4 Filing Overview – Agenus Inc. (AGEN)

Director Susan B. Hirsch reported the receipt of 15,000 non-qualified stock options under the company’s 2019 Amended & Restated Equity Incentive Plan. The grant was originally approved on 28 May 2025, became effective upon shareholder approval at the 17 June 2025 annual meeting, and is therefore shown as the transaction date. Key terms are:

• Exercise price: $3.02 per share
• Vesting: 100 % on the one-year anniversary of the grant date (28 May 2026)
• Expiration: 28 May 2035 (10-year term)
• Post-transaction holdings: 15,000 derivative securities (stock options) held directly

No purchases or sales of Agenus common stock were reported, and no non-derivative holdings changed. The filing therefore represents a routine equity award intended to align director incentives rather than an open-market transaction that would signal confidence or concern about near-term fundamentals. At approximately 15 k shares, potential dilution is de-minimis relative to Agenus’ outstanding share count.

Agenus (NASDAQ: AGEN) filed a Form 4 disclosing that director Brian Corvese received two option grants totaling 30,750 derivative securities on 06/17/2025, following shareholder approval of the 05/28/2025 grant date.

The options carry a $3.02 exercise price and expire on 05/28/2035. A 750-unit grant vests one-third on 05/28/2026 with quarterly vesting thereafter, while the larger 30,000-unit grant vests fully on the one-year anniversary of the grant date. No common shares were bought or sold, so Corvese’s direct ownership only increased by the new option awards.

Old Point Financial Corporation (OPOF) filed a Form 8-K to provide supplemental disclosures regarding its pending merger with TowneBank. The additional information is intended to address two shareholder complaints and several demand letters that allege the proxy statement/offering circular issued on 29 May 2025 omits material facts in violation of federal securities laws.

Litigation status. Two substantially similar complaints (Michael Clark v. Old Point and Ken Conner v. Old Point) were filed in the New York Supreme Court on 12 June 2025. The plaintiffs seek damages and/or an injunction that could delay or block the merger. Old Point and TowneBank believe the claims are without merit but are providing extra detail to avoid potential delay and limit litigation costs.

Key supplemental disclosures.

• New risk factor highlighting that current and potential future litigation could delay completion, require payment of damages, and increase costs.
• Clarification that 13 potential partners were contacted during the sale process; 12 signed confidentiality agreements—none contained stand-still or “don’t ask, don’t waive” clauses.
• Expanded valuation data from Keefe, Bruyette & Woods (KBW) for both TowneBank and Old Point comparable company analyses, including low/high multiples for price-to-tangible book (52%–276% TowneBank peers; 70%–186% Old Point peers) and various EPS multiples.
• Additional ranges for selected precedent transactions: price-to-TBV 74%–192%, core LTM EPS 7.7x–32.1x, core deposit premiums (4.1%)–13.4%, and one-day market premiums (1.3%)–81.7%.
• Updated KBW pro-forma analysis: the merger is projected to be accretive to TowneBank’s EPS by 8.3% in 2026 and 10.1% in 2027 but dilutive to tangible book value per share by 6.0% at closing (assumed 31 Dec 2025).

Investor implications. The new risk factor underscores litigation-related closing risk, potential cost escalation, and the chance of an injunction. Conversely, the detailed valuation data improves transparency and supports the boards’ view that the transaction is financially compelling for TowneBank despite modest tangible book dilution. No change has been made to purchase consideration, timing, or other material terms of the agreement.

Agenus (NASDAQ: AGEN) filed a routine Form 4 disclosing an equity award to Christine M. Klaskin, the company’s Principal Financial and Accounting Officer. On 06/17/2025, Klaskin was granted 7,250 stock options with a strike price of $3.02 per share under the 2019 Amended & Restated Equity Incentive Plan. The award had been approved by shareholders the same day. One-third of the options vest on 05/28/2026, with the balance vesting in equal quarterly installments thereafter, and the options expire on 05/28/2035. No shares were sold or otherwise disposed of, and Klaskin’s beneficial ownership increased by the option amount. The transaction appears to be a standard, non-material compensation grant rather than a market-moving insider trade.