[Form 4] AGENUS INC Insider Trading Activity

Rhea-AI Filing Summary

Agenus Inc. (AGEN) director Thomas L. Harrison received 5,780 shares of common stock on 10/01/2025 under the company's Board Compensation Election Policy, electing to take director fees in equity rather than cash. The shares were issued at an average price of $5.01, which the filer says is the average closing price for the quarter preceding issuance. After this transaction, Mr. Harrison beneficially owns 22,079 shares. The Form 4 was filed by an attorney-in-fact on 10/03/2025, and no derivative transactions are reported.

Positive

• Director alignment with shareholders via election to receive fees in stock (5,780 shares)
• Clear valuation method disclosed: average closing price for the prior calendar quarter at $5.01
• Insider ownership disclosed: reporting 22,079 shares beneficially owned after issuance

Negative

• None.

Insights

Corporate Governance Analyst

Director elected equity compensation: 5,780 shares on 10/01/2025

The transaction shows a director using the Board Compensation Election Policy to receive fees in stock, aligning personal compensation with shareholder equity. The filing discloses a post-transaction beneficial holding of 22,079 shares, which is a relevant disclosure for insider ownership tracking.

This is a routine, non‑derivative issuance rather than a market purchase; it signals governance-level alignment but does not, by itself, indicate a change in control or material corporate action.

Executive Compensation Analyst

Equity payment valued using quarterly average: $5.01 per share

The shares were issued at $5.01, defined as the average closing price for the prior calendar quarter, which is a standard valuation method for board equity elections. The form reports no exercise prices or derivative positions.

The issuance size (5,780 shares) should be evaluated against overall outstanding shares for materiality; the Form 4 itself does not provide that denominator.

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).

1. Name and Address of Reporting Person^*

HARRISON THOMAS L

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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)	10/01/2025		A		5,780	A	$5.01(2)	22,079	D

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. Acquired under the Agenus Inc. Board Compensation Election Policy pursuant to which a director may elect to receive their director fees in shares of Ageuns' common stock.

2. $5.01 is the average of the closing price for the Company's common stock for all trading days during the calendar quarter immediately preceding the date such shares were issued.

	/s/Christine Klaskin, as Attorney-in-Fact	10/03/2025
	** 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 did Agenus (AGEN) insider Thomas L. Harrison report on Form 4?

The Form 4 reports that director Thomas L. Harrison was issued 5,780 shares on 10/01/2025 under the Board Compensation Election Policy.

At what price were the Agenus shares issued to the director?

The shares were issued at an average price of $5.01, the average closing price during the prior calendar quarter as stated in the filing.

How many Agenus shares does the reporting person beneficially own after the transaction?

Following the reported transaction, the filing states the reporting person beneficially owns 22,079 shares.

Does the Form 4 report any option or derivative transactions for AGEN?

No. Table II for derivative securities shows no reported transactions; only the non‑derivative issuance of common stock is disclosed.

When was the Form 4 filed for this transaction?

The Form 4 was signed by an attorney-in-fact on 10/03/2025 and reports the transaction date as 10/01/2025.