Garo H. Armen of Agenus (NASDAQ: AGEN) receives 4,644-share stock salary grant

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 4,644 shares of Common Stock as compensation paid in stock instead of cash. The shares were valued at $3.50 per share, equal to the closing price on May 29, 2026, and were fully vested on the grant date.

After this grant, Dr. Armen directly holds 355,967 shares of Common Stock. He also has indirect holdings through IRA accounts and entities, including a GRAT holding 23,950 shares and a general partnership holding 5,000 shares in which he has only a partial pecuniary interest.

Insights

Equity compensation analyst

Routine stock-based salary payment with modest share grant.

Dr. Garo H. Armen elected to receive part of his salary from AGENUS INC in stock, resulting in an award of 4,644 fully vested Common Stock shares at $3.50 per share. This is structured under the company’s Amended and Restated 2019 Equity Incentive plan.

The filing shows 355,967 shares held directly after the grant, plus several indirect positions via IRA accounts and a GRAT and partnership. Given the grant size relative to his overall reported holdings and its nature as salary in stock, this looks like routine compensation rather than a directional bet on the share price.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider ARMEN GARO H

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,644	$3.50	$16K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 355,967 shares (Direct, null); Common Stock — 31,298 shares (Indirect, See Footnote)

Footnotes (1)

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 May 29, 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. $3.50 is the closing price of our Common Stock on May 29, 2026, the last trading day for the payroll date for the pay period ending May 29, 2026. 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.

Key Figures

Stock salary shares: 4,644 shares Grant price: $3.50 per share Direct holdings after grant: 355,967 shares +4 more

7 metrics

Stock salary shares 4,644 shares Salary for pay period ending May 29, 2026, paid in stock

Grant price $3.50 per share Closing price of Common Stock on May 29, 2026

Direct holdings after grant 355,967 shares Common Stock directly held by Dr. Armen following the transaction

Indirect IRA holding 1 28,950 shares Common Stock held indirectly in an IRA account after May 29, 2026

Indirect IRA holding 2 31,298 shares Additional Common Stock held indirectly in an IRA account

GRAT holdings 23,950 shares Common Stock held by Garo Armen 2020 2 Year AG GRAT

Pixie Partners holdings 5,000 shares Common Stock held by Pixie Partners general partnership

Key Terms

Grant, award, or other acquisition, Amended and Restated Agenus Inc. 2019 Equity Incentive, IRA accounts, GRAT, +1 more

5 terms

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Amended and Restated Agenus Inc. 2019 Equity Incentive financial

"Such shares are issued in accordance with the Amended and Restated Agenus Inc. 2019 Equity Incentive"

IRA accounts financial

"Shares are held in Dr. Armen's IRA accounts."

GRAT financial

"Garo Armen 2020 2 Year AG GRAT holder of 23,950 shares"

pecuniary interest financial

"Dr. Armen has a pecuniary interest in only a portion of the shares held by Pixie"

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Form 4 Insider Transactions: What Each Field Means →

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 MASSACHUSETTS 02421

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	05/29/2026		A		4,644	A	$3.5(2)	355,967	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 May 29, 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. $3.50 is the closing price of our Common Stock on May 29, 2026, the last trading day for the payroll date for the pay period ending May 29, 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/ Melissa Orilall, as Attorney-in-Fact for Garo H. Armen	06/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Garo H. Armen report in this AGEN (Agenus Inc) Form 4?

He reported receiving 4,644 shares of Agenus Common Stock as stock-based salary. The shares were granted in lieu of cash compensation, are fully vested on issuance, and were priced at $3.50, the closing price on May 29, 2026.

How many Agenus (AGEN) shares does Garo H. Armen hold after this transaction?

After the transaction, Dr. Armen directly holds 355,967 Agenus Common Stock shares. The Form 4 also shows additional indirect holdings through IRA accounts and entities such as a GRAT and a general partnership, providing a larger combined economic exposure.

What was the price used for Garo H. Armen’s Agenus stock grant?

The grant used a price of $3.50 per Agenus Common Stock share. This price equals the closing market price on May 29, 2026, which was the last trading day for the payroll period ended on that same date.

Why was Garo H. Armen paid in Agenus (AGEN) stock instead of cash?

At his request, Dr. Armen’s salary was paid in Agenus stock rather than cash. The compensation committee approved this arrangement, and the 4,644 fully vested shares represent his net salary for the pay period ending May 29, 2026.

What Agenus equity plan governs Garo H. Armen’s 4,644-share grant?

The shares were issued under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan. Under this plan, the reported 4,644 Common Stock shares were granted as fully vested on the date of issuance, in lieu of cash salary for the specified pay period.

What indirect Agenus (AGEN) holdings related to Garo H. Armen are disclosed?

The filing notes shares in Dr. Armen’s IRA accounts and certain entities. A 2020 2 Year AG GRAT holds 23,950 shares, while Pixie Partners holds 5,000 shares, where he has only a partial pecuniary interest and disclaims beneficial ownership beyond that portion.