Stock-paid salary boosts Armen’s Agenus (AGEN) share holdings

Rhea-AI Filing Summary

ARMEN GARO H reported acquisition or exercise transactions in this Form 4 filing.

Agenus Inc. director and officer Garo H. Armen received a stock award of 4,829 shares of common stock as salary paid in stock for the pay period ending February 20, 2026, valued at $3.06 per share and fully vested on issuance, increasing his direct holdings to 325,541 shares.

He also reports indirect ownership of 31,298 shares held in his IRA accounts and 28,950 shares held through the Garo Armen 2020 2 Year AG GRAT and Pixie Partners, where he has only a partial 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/20/2026

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)	02/20/2026		A		4,829	A	$3.06(2)	325,541	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 20, 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. $3.06 is the closing price of our Common Stock on February 20, 2026, the last trading day for the payroll date for the pay period ending February 20, 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	02/24/2026
	** 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).
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 insider transaction did Garo H. Armen report at Agenus (AGEN)?

Garo H. Armen reported receiving 4,829 shares of Agenus common stock as compensation. The shares represent salary paid in stock for the pay period ending February 20, 2026, and are fully vested on the issuance date, using a $3.06 closing share price.

At what price was Garo H. Armen’s Agenus (AGEN) stock salary calculated?

The stock-based salary was calculated using a $3.06 share price. This figure equals the closing price of Agenus common stock on February 20, 2026, which was the last trading day for the relevant payroll date used to determine the number of shares issued.

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

After the reported grant, Garo H. Armen directly owns 325,541 Agenus common shares. This total reflects his salary being paid in stock for the pay period ending February 20, 2026, with all granted shares fully vested on the issuance date under the company’s 2019 equity plan.

What indirect Agenus (AGEN) holdings does Garo H. Armen report?

He reports 31,298 Agenus shares held in his IRA accounts and 28,950 shares held through the Garo Armen 2020 2 Year AG GRAT and Pixie Partners. He has investment authority over the GRAT and only a partial pecuniary interest in the shares held by Pixie Partners.

Why is Garo H. Armen receiving Agenus (AGEN) salary in stock?

At his request, with compensation committee approval, Garo H. Armen’s salary is being paid in Agenus stock instead of cash. The 4,829 reported shares represent net salary for the pay period ending February 20, 2026, issued under the company’s 2019 equity incentive plan.

Are Garo H. Armen’s new Agenus (AGEN) stock salary shares vested?

Yes, the salary-paid shares are fully vested on the date of issuance. They were granted under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan, meaning Armen can treat them as fully earned compensation rather than restricted or unvested equity awards.