Agenus grants CEO performance stock options

Agenus Inc. approved a special one-time performance-based stock option award for Chairman and CEO Garo H. Armen under its Amended and Restated 2019 Equity Incentive Plan.

Rhea-AI Filing Summary

Agenus Inc. approved a special one-time performance-based stock option award for Chairman and CEO Garo H. Armen under its Amended and Restated 2019 Equity Incentive Plan. The award covers 1,971,500 stock options with a 10-year term and an exercise price of $7.78 per share, matching grants made to other managers and set at a premium to the closing price on August 10, 2026. The options are split into five equal tranches, each vesting only if the share price sustains 3x, 4x, 5x, 6x, and 8x the $7.78 measurement price for 30 consecutive days within a five-year performance period, and subject to a minimum three-year service requirement. Unvested options are forfeited upon any employment termination, including retirement and change in control, with limited Committee discretion only in cases of death or disability. Shares acquired on exercise are generally subject to a one-year post-exercise holding period, and the award is subject to the company’s clawback policy.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Performance-based options granted: 1,971,500 options Exercise price: $7.78 per share Option term: 10 years +5 more

8 metrics

Performance-based options granted 1,971,500 options Special one-time award to CEO Garo H. Armen approved on August 10, 2026

Exercise price $7.78 per share Set to match management grants on August 5, 2026 and above August 10, 2026 close

Option term 10 years Term of the special CEO performance-based stock option award

Performance period Five years Period during which stock price hurdles must be met for vesting

Stock price hurdles 3x, 4x, 5x, 6x, 8x of $7.78 Each of five tranches vests only after 30 days at the respective multiple

Minimum service requirement Three years Applies to vesting of each tranche of the CEO option award

Post-exercise holding period One year Shares acquired on exercise generally must be held, except for tax withholding

Consecutive days for price test 30 days Stock price must sustain each multiple for 30 consecutive calendar days

Key Terms

performance-based stock option, measurement price, change in control, clawback policy, +1 more

5 terms

performance-based stock option financial

"approved a special, one-time performance-based stock option award to Garo H. Armen"

measurement price financial

"a level equal to 3x, 4x, 5x, 6x, and 8x, respectively, of the measurement price of $7.78 per share"

change in control financial

"including retirement and in connection with a change in control, and no acceleration provisions apply"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

clawback policy financial

"The award is subject to the Company’s clawback policy"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

post-exercise holding requirement financial

"Shares acquired upon exercise ... are generally subject to a one-year post-exercise holding requirement"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did Agenus (AGEN) grant to its CEO?

Agenus granted Garo H. Armen 1,971,500 performance-based stock options with a 10-year term under its 2019 Equity Incentive Plan, subject to ambitious stock price and service-based vesting conditions over a five-year performance period.

What is the exercise price of the new Agenus (AGEN) CEO options?

The options have an exercise price of $7.78 per share, matching grants issued to other managers on August 5, 2026 and set above the August 10, 2026 closing price, at the CEO’s request for a premium strike.

How do the Agenus (AGEN) CEO option tranches vest?

The award is divided into five equal tranches, each vesting only if the stock price sustains 3x, 4x, 5x, 6x, and 8x the $7.78 measurement price for 30 consecutive days within a five-year performance period, plus a three-year service requirement.

What happens to unvested Agenus (AGEN) CEO options if employment ends?

Unvested options are forfeited upon termination of employment for any reason, including retirement and change in control. Only in cases of death or disability may the Compensation Committee exercise discretion to vest previously earned tranches.

Are exercised Agenus (AGEN) CEO option shares subject to holding requirements?

Yes. Shares acquired upon exercise are generally subject to a one-year post-exercise holding period, except for shares sold or withheld as needed to cover tax withholding. The award is also subject to Agenus’s clawback policy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2026

AGENUS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			000-29089	06-1562417
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3 Forbes Road
Lexington, Massachusetts				02421
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 781 674-4400

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		AGEN		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 10, 2026, the Compensation Committee (the "Committee") of the Board of Directors of Agenus Inc. (the "Company") approved a special, one-time performance-based stock option award to Garo H. Armen, Ph.D., the Company’s Chairman and Chief Executive Officer, under and subject to the Company’s Amended and Restated 2019 Equity Incentive Plan. The Committee acted with the assistance of its independent compensation consultant, Aon Talent Solutions, which evaluated multiple alternative structures.

The award consists of 1,971,500 performance-based stock options with a 10-year term. At Dr. Armen’s request, the exercise price of the options was set at $7.78 per share, the price at which options were granted to other members of the Company’s management team on August 5, 2026, which exceeded the closing price of the Company’s common stock on August 10, 2026. Dr. Armen requested that his options not be priced below those of his team, resulting in a premium exercise price.

The options are divided into five equal tranches, each of which vests only if the Company’s stock price achieves and sustains, for 30 consecutive calendar days during the five-year performance period, a level equal to 3x, 4x, 5x, 6x, and 8x, respectively, of the measurement price of $7.78 per share, subject in each case to a minimum three-year service requirement. Unvested options are forfeited upon termination of employment for any reason, including retirement and in connection with a change in control, and no acceleration provisions apply; in the case of death or disability, the Committee retains discretion to vest previously earned tranches. Shares acquired upon exercise, except as necessary to pay tax withholding are generally subject to a one-year post-exercise holding requirement. The award is subject to the Company’s clawback policy.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Agenus Inc.
Date:	August 12, 2026	By:	/s/ Garo H. Armen
			Garo H. Armen, Chairman and CEO

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