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

Financial Analyst

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.

Corporate Governance Expert

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.

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

OMB APPROVAL

OMB Number:			3235-0287
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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)
09/19/2025

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)	09/19/2025		A		3,734	A	$4.38(2)	278,442	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 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.

2. $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.

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	09/23/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Garo H. Armen report for AGEN on 09/19/2025?

He reported an acquisition of 3,734 shares of Agenus Inc. common stock issued as salary payment for the pay period ending 09/19/2025.

At what price were the shares issued to Garo H. Armen?

The filing states a closing price of $4.38 on 09/19/2025, which is the price used for the payroll issuance.

How many AGEN shares does Garo H. Armen beneficially own after this transaction?

The form reports 278,442 shares directly plus 31,298 shares in IRA accounts and 28,950 shares held indirectly via GRAT and partnership arrangements.

Were the issued shares subject to vesting?

No. The filing explicitly states the shares were fully vested on the date of issuance.

Who approved the salary-for-stock arrangement?

The filing states the transaction was made at Mr. Armen’s request with the approval of the Agenus Inc. Compensation Committee.