AGEN Insider Filing: Garo Armen Issued 3,619 Shares as Salary

Rhea-AI Filing Summary

Garo H. Armen received 3,619 shares of Agenus Inc. common stock as salary in lieu of cash for the pay period ending August 22, 2025. The shares were issued at a closing price of $4.52 on August 22, 2025, and are fully vested on issuance under the company's amended 2019 Equity Incentive plan. After the reported issuance, Dr. Armen is shown as beneficial owner of 270,930 shares directly, plus indirect holdings of 31,298 and 28,950 shares tied to his IRA accounts and other entities where he holds trustee or partnership roles.

The Form 4 reflects routine insider compensation reporting rather than an open-market purchase or sale; the filing was signed by an attorney-in-fact on August 25, 2025. Explanatory footnotes state the stock issuance was approved by the Agenus Compensation Committee and represents net salary for the stated payroll period.

Positive

• Salary paid in stock shows alignment of executive compensation with shareholder interests
• Shares are fully vested on issuance, avoiding future vesting uncertainty

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received equity compensation (3,619 shares) in lieu of cash; modest change to share count, routine disclosure for payroll issuance.

The reported transaction is an issuance of 3,619 shares as salary compensation at the closing price of $4.52 on August 22, 2025. This increases the reporting person’s direct beneficial ownership to 270,930 shares. From a financial perspective, this is a non-cash compensation event that dilutes outstanding equity marginally but is primarily an internal payroll mechanism rather than a market-driven trade. The filing provides clear attribution of indirect holdings (IRAs, GRAT, partnership) which clarifies ownership structure.

Corporate Governance Expert

TL;DR: Compensation Committee-approved stock-for-salary conversion is standard governance practice; disclosure meets Section 16 reporting requirements.

The Form 4 documents that the Compensation Committee approved payment of Dr. Armen’s salary in stock under the Amended and Restated 2019 Equity Incentive plan, and that the shares vested immediately on issuance. The filing also discloses indirect ownership via IRAs, a GRAT, and a partnership with appropriate disclaimers of pecuniary interest. This is a routine governance disclosure that enhances transparency about insider holdings and control relationships.

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)
08/22/2025

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)	08/22/2025		A		3,619	A	$4.52(2)	270,930	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 August 22, 2025. 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. $4.52 is the closing price of our Common Stock on August 22, 2025, the last trading day for the payroll date for the pay period ending August 22, 2025.

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 and Chief Executive Officer

	/s/Christine M. Klaskin, as Attorney-in-Fact for Garo H. Armen	08/25/2025
	** Signature of Reporting Person	Date
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