Agenus (NASDAQ: AGEN) CEO paid in stock, now holds 311,123 shares

Rhea-AI Filing Summary

Agenus Inc. Chairman and CEO Garo H. Armen, who also serves as a director, reported receiving 3,780 shares of Agenus common stock on January 9, 2026. According to the disclosure, at his request and with compensation committee approval, his salary for the pay period ending that date is being paid in stock instead of cash, with these shares fully vested on issuance and valued at the closing price of $3.91 per share on January 9, 2026.

After this stock-salary grant, Dr. Armen directly holds 311,123 shares of Agenus common stock. He also has indirect holdings, including 31,298 shares in IRA accounts and 28,950 shares held through the Garo Armen 2020 2 Year AG GRAT and Pixie Partners, where he is trustee or general partner and has a pecuniary interest in only a portion of certain shares.

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)
01/09/2026

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)	01/09/2026		A		3,780	A	$3.91(2)	311,123	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 January 9, 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. $3.91 is the closing price of our Common Stock on January 9, 2026, the last trading day for the payroll date for the pay period ending January 9, 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 and Chief Executive Officer

	/s/ Austin Charette, as Attorney-in-Fact for Garo H. Armen	01/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Agenus (AGEN) report for Garo H. Armen?

The filing reports that Garo H. Armen, Agenus Inc.’s chairman, chief executive officer and director, received 3,780 shares of common stock on January 9, 2026. This was recorded as an acquisition of non-derivative securities.

Why did Garo H. Armen receive 3,780 Agenus (AGEN) shares instead of cash?

At Dr. Armen’s request, and with the approval of the Agenus compensation committee, his salary is being paid in stock instead of cash. The 3,780 shares represent his net salary for the pay period ending January 9, 2026 and are issued under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan, fully vested on the date of issuance.

At what price were Garo H. Armen’s Agenus (AGEN) salary shares valued?

The 3,780 shares of Agenus common stock issued as salary were valued at $3.91 per share, which is stated as the closing price of the common stock on January 9, 2026, the last trading day for the relevant payroll date.

How many Agenus (AGEN) shares does Garo H. Armen own directly after this Form 4 transaction?

Following the reported stock-salary grant, Dr. Armen beneficially owns 311,123 shares of Agenus common stock in direct form, as reflected in the filing’s non-derivative securities table.

What indirect Agenus (AGEN) holdings are associated with Garo H. Armen?

The filing notes 31,298 shares of Agenus common stock held in Dr. Armen’s IRA accounts and 28,950 shares held indirectly through the Garo Armen 2020 2 Year AG GRAT and Pixie Partners. He is trustee with investment authority for the GRAT and a general partner of Pixie and states he has a pecuniary interest in only a portion of the shares held by Pixie.

What is Garo H. Armen’s role at Agenus (AGEN) as noted in the Form 4?

The filing identifies Dr. Armen as both a director and an officer of Agenus Inc., with his officer title described in the remarks as Chairman and Chief Executive Officer.