Why did Agenus (AGEN) grant Charette a 5,000-share option instead of cash?

The 5,000-share stock option was awarded in lieu of Charette’s 2025 annual cash bonus. Instead of receiving that bonus in cash, he receives equity-based compensation under the 2019 Amended and Restated Equity Incentive Plan, aligning part of his pay with future company performance.

Agenus (NASDAQ: AGEN) accounting chief awarded stock options in lieu of cash bonus

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

AGENUS INC principal accounting officer Austin Charette received two stock option awards as compensation. On April 24, 2026, Charette was granted options to purchase 17,619 shares of common stock at an exercise price of $3.90 per share, expiring on April 24, 2036. These options were awarded under the Agenus Inc. 2019 Amended and Restated Equity Incentive Plan and vest over three years, with one-third vesting on April 24, 2027 and the remainder in equal quarterly installments.

Charette also received an additional option grant covering 5,000 shares of common stock at the same $3.90 exercise price, also expiring on April 24, 2036. This second grant was awarded in lieu of the 2025 annual cash bonus and vests in full on May 24, 2026. Both transactions are compensation-related grants, not open-market purchases or sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Charette Austin

Role Principal Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option	5,000	$0.00	--
Grant/Award	Stock Option	17,619	$0.00	--

Holdings After Transaction: Stock Option — 5,000 shares (Direct, null)

Footnotes (1)

Option awarded in accordance with the Agenus Inc. 2019 Amended and Restated Equity Incentive Plan, and vests over three years with one-third of the award vesting on April 24, 2027, and the balance vesting in equal quarterly installments thereafter. Option awarded in lieu of the 2025 annual cash bonus and in accordance with the Agenus Inc. 2019 Amended and Restated Equity Incentive Plan. Vests in full on May 24, 2026.

Key Figures

Option grant size: 17,619 options Additional option grant: 5,000 options Exercise price: $3.90 per share +3 more

6 metrics

Option grant size 17,619 options Stock option award on common stock, April 24, 2026

Additional option grant 5,000 options Option awarded in lieu of 2025 annual cash bonus

Exercise price $3.90 per share Conversion/exercise price for both option grants

Expiration date April 24, 2036 Expiration for both stock option grants

Three-year vesting tranche 1/3 on April 24, 2027 Initial vesting of 17,619-share option, balance quarterly thereafter

Cliff vesting date May 24, 2026 Full vesting date for 5,000-share option granted in lieu of bonus

Key Terms

Stock Option, 2019 Amended and Restated Equity Incentive Plan, vests over three years, annual cash bonus, +1 more

5 terms

Stock Option financial

"security_title: Stock Option"

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

2019 Amended and Restated Equity Incentive Plan financial

"awarded in accordance with the Agenus Inc. 2019 Amended and Restated Equity Incentive Plan"

vests over three years financial

"vests over three years with one-third of the award vesting on April 24, 2027"

annual cash bonus financial

"Option awarded in lieu of the 2025 annual cash bonus"

exercise price financial

"conversion_or_exercise_price: 3.9000"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Form 4 Insider Transactions: What Each Field Means →

04/28/2026 - 04:15 PM

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^*

Charette Austin

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$3.9	04/24/2026		A		5,000		⁽¹⁾	04/24/2036	Common Stock	5,000	$0.00	5,000	D
Stock Option	$3.9	04/24/2026		A		17,619		⁽²⁾	04/24/2036	Common Stock	17,619	$0.00	17,619	D

Explanation of Responses:

1. Option awarded in accordance with the Agenus Inc. 2019 Amended and Restated Equity Incentive Plan, and vests over three years with one-third of the award vesting on April 24, 2027, and the balance vesting in equal quarterly installments thereafter.

2. Option awarded in lieu of the 2025 annual cash bonus and in accordance with the Agenus Inc. 2019 Amended and Restated Equity Incentive Plan. Vests in full on May 24, 2026.

	/s/ Austin Charette	04/28/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Agenus (AGEN) insider Austin Charette report on this Form 4?

Austin Charette reported receiving two stock option grants as compensation, not buying or selling stock in the market. The options cover 17,619 and 5,000 common shares and are tied to Agenus’ 2019 Amended and Restated Equity Incentive Plan with specified vesting schedules.

How many Agenus (AGEN) shares are covered by Charette’s new stock options?

The new grants cover options on 22,619 Agenus common shares in total. One award is for 17,619 shares and the other for 5,000 shares, each representing the right to buy future shares at a fixed exercise price if vesting conditions are met.

What is the exercise price and expiration date of the Agenus (AGEN) options granted?

Both stock option grants have a $3.90 per share exercise price and expire on April 24, 2036. This means Charette can choose to exercise the options at $3.90 up to that expiration date, subject to the vesting conditions described in the filing footnotes.

How do the Agenus (AGEN) options to Austin Charette vest over time?

The 17,619-share option vests over three years: one-third on April 24, 2027, with the remaining shares vesting in equal quarterly installments thereafter. The separate 5,000-share option vests in full on May 24, 2026, assuming continued service and plan conditions are satisfied.

Does this Agenus (AGEN) Form 4 show any stock sales or open-market purchases?

The Form 4 shows only compensation-related option grants to Austin Charette and no open-market stock purchases or sales. The transactions are coded as awards, reflecting equity incentives rather than discretionary trading activity, and therefore carry limited signaling value about near-term market views.