[Form 4] Agenus Inc. Insider Trading Activity

Rhea-AI Filing Summary

Willis Lease Finance Corp. (WLFC) – Form 144/A filing reports a proposed insider sale.

• Shares to be sold: 7,295 common shares.
• Estimated market value: $1,058,573.15 (based on information supplied in the filing).
• Broker: Merrill Lynch, 77 Broad Street, Red Bank, NJ 07701.
• Approximate sale date: 06/27/2025 on the NASDAQ.
• Shares outstanding: 6,902,975, so the proposed sale equals roughly 0.11 % of total shares.
• Acquisition details: Shares were acquired on 04/01/2024 through stock compensation.
• Recent prior sales: The seller (identified in the filing as Brian Hole, 30 White Pine Lane, West Hartford, CT 06107) sold 2,893 shares on 05/27/2025 for $386,744.40 and 2,807 shares on 05/23/2025 for $368,973.16, indicating a continuing disposition program.

The filing contains the customary representation that the seller is not aware of undisclosed material adverse information. No other financial or operational data is included.

Positive

• Sale represents only ~0.11 % of the 6,902,975 shares outstanding, suggesting negligible impact on float or control.

Negative

• Insider intends to sell 7,295 shares worth $1.06 M and has already sold 5,700 shares in May 2025, which some investors may view as a bearish signal.

Insights

Securities Analyst

TL;DR: Small (0.11%) insider sale worth $1.06 M; unlikely to be market-moving but may be read as mildly negative sentiment.

The Form 144/A shows that a holder plans to sell 7,295 WLFC shares, following two earlier sales (total 5,700 shares) within the last month. While the dollar amount exceeds $1 M, the percentage of outstanding shares is immaterial. Form 144 filings are routine for insiders converting stock-based compensation into liquidity and do not automatically imply deteriorating fundamentals. Still, recurrent selling within a short window can be interpreted as modestly negative sentiment. No information in the filing suggests operational issues or large upcoming dilution. Overall impact on valuation or trading liquidity should be limited.

Corporate Governance Specialist

TL;DR: Routine Rule 144 compliance; governance risk minimal, dilution immaterial.

The filer discloses acquisition via stock compensation (04/01/2024) and complies with Rule 144’s aggregation and disclosure rules. The sale plan appears orderly, routed through Merrill Lynch, with the mandated representation of no undisclosed adverse information. Because the proposed sale is <0.2 % of shares outstanding, it poses no dilution or control concerns. Prior sales are properly reported, supporting transparency. Governance impact is therefore neutral.

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^*

O'Day Steven J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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)	06/18/2025		A		43,497	A	$4.47(2)	57,116	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. Reflects the executive's 2024 performance bonus award paid in Agenus Stock. The stock issued is fully-vested on the date of issuance but is subject to a 30-day lockup restriction with 100% of the award released on July 18, 2025.

2. $4.47 is the closing price of our Common Stock on June 18, 2025, the stock issuance date.

	/s/Christine Klaskin, as attorney-in-fact for Steven O'Day	06/30/2025
	** 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

How many WLFC shares are proposed for sale under this Form 144/A?

The filing covers 7,295 common shares.

What is the estimated market value of the planned WLFC sale?

The aggregate market value stated is $1,058,573.15.

When does the insider expect to sell the WLFC shares?

The approximate sale date provided is 06/27/2025 on the NASDAQ.

How large is the sale relative to WLFC’s total shares outstanding?

7,295 shares equal about 0.11 % of the 6,902,975 shares outstanding.

Were there recent prior insider sales at WLFC?

Yes. The same seller disposed of 2,893 shares on 05/27/2025 and 2,807 shares on 05/23/2025.