STOCK TITAN

Agenus (NASDAQ: AGEN) awards 1.97M performance-tied stock options to CEO

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Agenus Inc granted Chairman and CEO Armen Garo H stock options covering 1,971,500 shares of common stock at an exercise price of $7.78 per share, expiring on August 10, 2036. The award is split into five equal performance-vesting tranches. Each tranche vests only if the share price reaches and sustains, for 30 consecutive days within a five-year performance period, a level equal to 3x, 4x, 5x, 6x, and 8x the $7.78 measurement price, and is also subject to a minimum three-year service requirement.

Positive

  • None.

Negative

  • None.
Insider ARMEN GARO H
Role See Remarks
Type Security Shares Price Value
Grant/Award Stock Option F1 1,971,500 $0.00 $0.00
Holdings After Transaction: Stock Option — 1,971,500 shares (Direct)
Footnotes (1)
  1. F1. Option awarded in accordance with the Agenus Inc. Amended and Restated 2019 Equity Incentive Plan. The options are divided into five equal tranches, each of which vests only if the Company's stock price achieves and sustains, for 30 consecutive calendar days during the five-year performance period, a level equal to 3x, 4x, 5x, 6x, and 8x, respectively, of the measurement price of $7.78 per share, subject in each case to a minimum three-year service requirement.
Options Granted 1,971,500 shares Stock options awarded to CEO Armen Garo H
Exercise Price $7.78 per share Conversion or exercise price of the granted stock options
Expiration Date August 10, 2036 Expiration of the granted stock options
Performance Period five years Period during which stock price hurdles must be achieved
Service Requirement three years Minimum service required for vesting of each tranche
Price Hurdles 3x, 4x, 5x, 6x, 8x of $7.78 Stock price levels required for each tranche to vest
Consecutive Days Requirement 30 days Stock price must be sustained at hurdle level for vesting
Equity Incentive Plan financial
"Option awarded in accordance with the Agenus Inc. Amended and Restated 2019 Equity Incentive Plan."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
performance period financial
"for 30 consecutive calendar days during the five-year performance period, a level equal to 3x,"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
measurement price financial
"a level equal to 3x, 4x, 5x, 6x, and 8x, respectively, of the measurement price of $7.78 per share,"
stock option financial
"Option awarded in accordance with the Agenus Inc. Amended and Restated 2019 Equity Incentive Plan."
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.

FAQ

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

Agenus reported a grant of stock options to Chairman and CEO Armen Garo H for 1,971,500 shares at a $7.78 exercise price, expiring in 2036, under the Amended and Restated 2019 Equity Incentive Plan.

How many stock options were granted to the Agenus (AGEN) CEO and at what price?

The CEO received stock options on 1,971,500 shares of Agenus common stock with an exercise price of $7.78 per share. These options represent a single award divided into five equal performance-based tranches subject to stock price hurdles and service conditions.

What performance conditions apply to the Agenus (AGEN) CEO’s new option grant?

Each of the five equal tranches vests only if Agenus’s stock reaches and sustains, for 30 consecutive days, 3x, 4x, 5x, 6x, and 8x the $7.78 measurement price during a five-year performance period, plus a minimum three-year service requirement.

When do the newly granted Agenus (AGEN) options to the CEO expire?

The granted stock options covering 1,971,500 shares expire on August 10, 2036. Vesting depends on achieving specified stock price hurdles over 30 consecutive days within a five-year performance period and meeting a minimum three-year service condition.

Are the Agenus (AGEN) CEO’s new options time-based or performance-based?

The options are primarily performance-based, divided into five equal tranches that vest only upon achieving defined stock price multiples of $7.78 for 30 days, within a five-year performance period, and subject to a three-year minimum service requirement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option$7.7808/10/2026A1,971,500 (1)08/10/2036Common Stock1,971,500$0.001,971,500D
Explanation of Responses:
1. Option awarded in accordance with the Agenus Inc. Amended and Restated 2019 Equity Incentive Plan. The options are divided into five equal tranches, each of which vests only if the Company's stock price achieves and sustains, for 30 consecutive calendar days during the five-year performance period, a level equal to 3x, 4x, 5x, 6x, and 8x, respectively, of the measurement price of $7.78 per share, subject in each case to a minimum three-year service requirement.
Remarks:
Chairman, Chief Executive Officer and Principal Financial Officer
/s/ Melissa Orilall, as Attorney-in-Fact for Garo H. Armen08/12/2026
** Signature of Reporting PersonDate
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)