Agenus (NASDAQ: AGEN) pays CEO Garo Armen 4,316 fully vested shares

Rhea-AI Filing Summary

Agenus Inc. reported that Chairman and Chief Executive Officer Garo H. Armen received 4,316 shares of common stock on 12/12/2025 as payment of his salary in stock, in lieu of cash, at his request and with Compensation Committee approval. The shares were valued at $3.79, the closing price of Agenus common stock on December 12, 2025, and are fully vested on the date of issuance under the company’s 2019 Equity Incentive plan. After this transaction, Dr. Armen directly holds 302,401 Agenus shares, in addition to indirect holdings through IRA accounts and a trust and partnership structure.

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)
12/12/2025

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)	12/12/2025		A		4,316	A	$3.79(2)	302,401	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 December 12, 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. $3.79 is the closing price of our Common Stock on December 12, 2025, the last trading day for the payroll date for the pay period ending December 12, 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	12/15/2025
	** 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).
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FAQ

What insider transaction did Agenus (AGEN) report for Garo H. Armen?

Agenus reported that Chairman and CEO Garo H. Armen received 4,316 shares of Agenus common stock on 12/12/2025 as an acquisition of shares.

Why did Garo H. Armen receive Agenus stock instead of cash salary?

At his request and with approval of the Agenus Compensation Committee, Dr. Armen’s salary is being paid in stock, in lieu of cash, for the pay period ending 12/12/2025.

At what price were the new Agenus (AGEN) shares issued to Garo H. Armen?

The 4,316 shares issued to Dr. Armen were valued at $3.79 per share, the closing price of Agenus common stock on December 12, 2025.

Are the newly issued Agenus shares to Garo H. Armen vested?

Yes. The shares issued as salary under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan are fully vested on the date of issuance.

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

Following the 4,316-share stock salary grant, Dr. Armen directly owns 302,401 Agenus common shares. He also has 31,298 shares held in IRA accounts and 28,950 shares held through a GRAT and a partnership in which he has a pecuniary interest.

What is Garo H. Armen’s role at Agenus (AGEN)?

Garo H. Armen serves as Chairman and Chief Executive Officer of Agenus Inc. and is also a director of the company.