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Form 4: AGEN’s Garo Armen paid in stock, 4,120 shares at $3.97

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Agenus Inc. (AGEN) reported an insider transaction: Chairman and CEO Garo H. Armen acquired 4,120 shares of common stock on 10/31/2025 at $3.97 per share. The shares were issued as salary paid in stock, fully vested upon issuance, under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan.

After the transaction, Dr. Armen’s direct beneficial ownership was 290,729 shares. He also holds 31,298 shares indirectly through IRA accounts and 28,950 shares indirectly via a GRAT and a partnership, as noted in the filing.

Positive

  • None.

Negative

  • None.
Insider ARMEN GARO H
Role See Remarks
Type Security Shares Price Value
Grant/Award Common Stock 4,120 $3.97 $16K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 290,729 shares (Direct); Common Stock — 31,298 shares (Indirect, See footnote)
Footnotes (1)
  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 October 31, 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. $3.97 is the closing price of our Common Stock on October 31, 2025, the last trading day for the payroll date for the pay period ending October 31, 2025. Shares are held in Dr. Armen's IRA accounts. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
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)
10/31/2025
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) 10/31/2025 A 4,120 A $3.97(2) 290,729 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 October 31, 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. $3.97 is the closing price of our Common Stock on October 31, 2025, the last trading day for the payroll date for the pay period ending October 31, 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 10/31/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did AGEN disclose in this Form 4?

Chairman and CEO Garo H. Armen acquired 4,120 shares of AGEN common stock on 10/31/2025.

Why were the shares issued to Garo H. Armen?

They represent salary paid in stock, fully vested upon issuance under the 2019 Equity Incentive plan.

At what price were the shares recorded?

The transaction used the $3.97 closing price of AGEN common stock on 10/31/2025.

What is Armen’s direct beneficial ownership after the transaction?

Direct beneficial ownership was 290,729 shares after the reported transaction.

What indirect holdings were reported for Garo H. Armen?

Indirect holdings include 31,298 shares via IRA accounts and 28,950 shares via a GRAT and a partnership.

Were the newly issued shares vested?

Yes. The salary shares were reported as fully vested on the date of issuance.

Under which plan were the shares issued?

Under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan.