AGEN Form 4: Garo H. Armen salary paid in 3,734 shares valued $4.38
Rhea-AI Filing Summary
Garo H. Armen, Chairman and CEO of Agenus Inc. (AGEN), reported a non-derivative acquisition on 09/19/2025. At his request and with Compensation Committee approval, Mr. Armen’s salary for the pay period ending September 19, 2025, was paid in stock: 3,734 shares of Common Stock were issued at a closing price of $4.38. Those shares were issued under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan and were fully vested on issuance. Following the transaction the filing shows Mr. Armen beneficially owning 278,442 shares directly, 31,298 shares held in his IRA accounts, and 28,950 shares indirectly through trustee and partnership arrangements. The form was signed by an attorney-in-fact on 09/23/2025.
Positive
- Salary converted to equity shows alignment of executive compensation with shareholder interests
- Shares fully vested on issuance, removing vesting restrictions immediately
- Clear disclosure of indirect holdings (IRA, GRAT, partnership) provides transparency
- Transaction price disclosed ($4.38 closing price on 09/19/2025) for exact valuation
Negative
- None.
Insights
TL;DR: Routine insider compensation converted to equity; modest share issuance with clear disclosure.
The filing documents a salary-for-equity transaction rather than an open-market trade. The issuance of 3,734 shares at $4.38 reflects payroll conversion under the company's equity incentive plan and is fully vested on issuance, which removes vesting-related restrictions and increases the reporting person’s direct share count to 278,442. This is a disclosure of insider alignment with equity compensation practices and does not indicate acquisition of additional derivative instruments or hedging activity.
TL;DR: Governance processes followed: Compensation Committee approval and plan-based issuance are clearly disclosed.
The footnotes explain that the Compensation Committee approved the salary conversion and that shares were issued under the 2019 Equity Incentive plan and fully vested on issuance. The filing identifies indirect holdings (IRA, GRAT, partnership) and includes an attorney-in-fact signature, demonstrating procedural compliance with Section 16 reporting requirements. No departures from standard governance disclosure are evident in the document.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 3,734 | $4.38 | $16K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (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 September 19, 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. $4.38 is the closing price of our Common Stock on September 19, 2025, the last trading day for the payroll date for the pay period ending September 19, 2025. Shares are held in Dr. Armen's IRA accounts. 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.
