Agenus (AGEN) CEO paid in stock, adds 5,027 new shares

Rhea-AI Filing Summary

Agenus Inc. Chairman and CEO Garo H. Armen received 5,027 shares of common stock on February 6, 2026 as salary paid in stock instead of cash, at a reference price of $2.94 per share. These fully vested shares were issued under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan and increased his directly held common stock to 320,712 shares.

In addition, the filing notes 31,298 shares held in Dr. Armen’s IRA accounts and 28,950 shares held through entities including the Garo Armen 2020 2 Year AG GRAT and Pixie Partners, where he has investment roles and a limited pecuniary interest.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ARMEN GARO H

(Last) (First) (Middle)

C/O AGENUS INC.

3 FORBES ROAD

(Street)

LEXINGTON MA 02421

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AGENUS INC [ AGEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	02/06/2026		A		5,027	A	$2.94(2)	320,712	D
Common Stock								31,298	I	See Footnote(3)
Common Stock								28,950	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. At his request and with the approval of the Agenus Inc. Compensation Committee, Garo H. Armen's salary is being paid in stock, in lieu of cash. The amount reported herein represents the net amount of Dr. Armen's salary for the pay period ending February 6, 2026. Such shares are issued in accordance with the Amended and Restated Agenus Inc. 2019 Equity Incentive are fully vested on the date of issuance.

2. $2.94 is the closing price of our Common Stock on February 6, 2026, the last trading day for the payroll date for the pay period ending February 6, 2026.

3. Shares are held in Dr. Armen's IRA accounts.

4. Dr. Armen is trustee and has investment authority for the Garo Armen 2020 2 Year AG GRAT holder of 23,950 shares of our Common Stock. Dr. Armen is a general partner in Pixie Partners, a General Partnership ("Pixie"), which as of the date of this report owns 5,000 shares of our Common Stock. Dr. Armen has a pecuniary interest in only a portion of the shares held by Pixie and disclaims beneficial ownership to the extent of his pecuniary interest therein.

Remarks:

Chairman, Chief Executive Officer and Principal Financial Officer

	/s/ Austin Charette, as Attorney-in-Fact for Garo H. Armen	02/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Agenus (AGEN) CEO Garo H. Armen report in this Form 4?

Garo H. Armen reported receiving 5,027 Agenus common shares on February 6, 2026 as salary paid in stock instead of cash. The transaction increased his directly held stake to 320,712 shares, with additional indirect holdings reported in IRA and trust-related accounts.

At what price were the 5,027 Agenus (AGEN) shares valued in the Form 4?

The 5,027 Agenus shares were valued at $2.94 per share, the closing price of the company’s common stock on February 6, 2026. This price was used as the reference for converting Garo H. Armen’s salary into stock for that pay period.

Why is Agenus (AGEN) paying part of its CEO’s salary in stock?

At Garo H. Armen’s request, and with board compensation committee approval, his salary is being paid in stock instead of cash. The 5,027-share grant represents his net salary for the pay period ending February 6, 2026 under the company’s 2019 equity incentive plan.

How many Agenus (AGEN) shares does Garo H. Armen hold directly after this transaction?

After the February 6, 2026 stock-salary transaction, Garo H. Armen directly owns 320,712 Agenus common shares. This figure reflects his direct holdings only and is separate from additional indirect holdings reported through IRA accounts and trust or partnership entities.

What indirect Agenus (AGEN) shareholdings are reported for Garo H. Armen?

The Form 4 lists 31,298 Agenus shares held in Dr. Armen’s IRA accounts and 28,950 shares held via the Garo Armen 2020 2 Year AG GRAT and Pixie Partners. He has investment roles in these entities and a limited pecuniary interest in the partnership shares.

Are the 5,027 Agenus (AGEN) shares granted to Garo H. Armen vested?

Yes. The 5,027 Agenus shares issued as salary are fully vested on the date of issuance. They were granted under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan for the pay period ending February 6, 2026, providing immediate ownership rights.