Agenus Form 4: Insider Salary Paid in Stock, Direct Ownership Now 267,311 Shares

Rhea-AI Filing Summary

Garo H. Armen, Chairman and Chief Executive Officer of Agenus Inc. (AGEN), received 3,407 shares of common stock in lieu of cash salary for the pay period ending August 8, 2025. The shares were issued under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan and the company reports a closing price of $4.80 on August 8, 2025.

After the issuance, Dr. Armen directly beneficially owns 267,311 shares. He also reports 31,298 shares held in his IRA accounts and 28,950 shares held indirectly through a GRAT and a partnership where he has a partial pecuniary interest. The filing states the issued shares are fully vested on the date of issuance.

Positive

• CEO received 3,407 shares as salary paid in stock for the pay period ending August 8, 2025.
• Transaction price reported as $4.80, the closing price on August 8, 2025, for payroll-related issuance.
• Direct beneficial ownership updated to 267,311 shares following the reported issuance.
• Issued shares are stated as fully vested on the date of issuance under the 2019 Equity Incentive plan.

Negative

• None.

Insights

Financial Analyst

Routine insider compensation converted to equity; disclosed holdings updated but no other material events reported.

The Form 4 shows a payroll-related equity issuance of 3,407 shares to CEO Garo H. Armen on 08/08/2025 at a cited closing price of $4.80. The report provides the post-transaction direct holding figure of 267,311 shares and discloses additional indirect holdings (31,298 and 28,950 shares) with footnoted ownership structures. This filing documents compensation paid in stock and updated beneficial ownership; it does not disclose other transactions, option activity, or derivative positions.

Corporate Governance Expert

Insider paid in shares under the company equity plan; disclosure of direct and indirect holdings is complete in this filing.

The statement confirms the shares were issued under the companys 2019 Equity Incentive plan and are fully vested on issuance, and it identifies Dr. Armen as both a director and an officer (Chairman and CEO). Footnotes clarify IRA-held shares and indirect holdings via a GRAT and a partnership, including a disclaimer of full beneficial ownership for partnership-held shares. The filing fulfills Section 16 disclosure requirements for this compensation-related issuance.

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)
08/08/2025

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)	08/08/2025		A		3,407	A	$4.8(2)	267,311	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 August 8, 2025. 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. $4.80 is the closing price of our Common Stock on August 8, 2025, the last trading day for the payroll date for the pay period ending August 8, 2025.

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/Christine M. Klaskin, as Attorney-in-Fact for Garo H. Armen	08/11/2025
	** 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.
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FAQ

What transaction did Agenus (AGEN) report on Form 4?

The Form 4 reports that CEO Garo H. Armen received 3,407 shares as salary in lieu of cash for the pay period ending August 8, 2025, issued under the companys equity incentive plan at a reported closing price of $4.80.

How many shares does Garo H. Armen directly own after the reported transaction?

Following the issuance, Dr. Armen is reported to directly beneficially own 267,311 shares of Agenus common stock.

What indirect holdings does the Form 4 disclose for Garo H. Armen?

The filing discloses 31,298 shares held in Dr. Armens IRA accounts and 28,950 shares held indirectly via a GRAT and a partnership (Pixie Partners), with a disclaimer of full beneficial ownership for the partnership-held shares.

Under what plan were the shares issued and are they vested?

The shares were issued under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan, and the filing states the shares are fully vested on the date of issuance.

When was the reported transaction dated and when was the Form 4 signed?

The transaction date is shown as 08/08/2025 and the Form 4 is signed on behalf of Garo H. Armen by an attorney-in-fact on 08/11/2025.