[Form 4] Agenus Inc. Insider Trading Activity

Rhea-AI Filing Summary

Dimensional Fund Advisors LP (DFA) has filed a Schedule 13G indicating that, as of 30 June 2025, it beneficially owns 1,572,330 shares of Boston Omaha Corp ("BOC"), representing 5.1 % of the company’s outstanding common stock. The institutional investor reports sole voting power over 1,540,879 shares and sole dispositive power over the full 1,572,330-share position, with no shared voting or dispositive authority.

DFA, a Delaware limited partnership and SEC-registered investment adviser, explains that the shares are held across multiple mutual funds, commingled trusts and separate accounts for which it or its subsidiaries act as adviser or sub-adviser. While DFA may exercise voting and investment discretion, it expressly disclaims beneficial ownership in excess of the requirements of Section 13(d).

Crossing the 5 % ownership threshold triggers this disclosure and signals a modest increase in institutional ownership in BOC. Because DFA is predominantly a passive, quantitative manager, the filing does not suggest an activist agenda or an intention to influence control. Nevertheless, additional institutional sponsorship can enhance liquidity, broaden research coverage and potentially support the share price through index-related demand.

Key numeric details

• Date of event: 30 June 2025
• Shares owned: 1,572,330
• Percent of class: 5.1 %
• Sole voting power: 1,540,879
• Sole dispositive power: 1,572,330

Overall, the Schedule 13G is an informative but routine ownership disclosure that underscores growing passive interest in Boston Omaha without materially altering corporate governance or near-term strategy.

Positive

• Institutional ownership increases to 5.1 %: Dimensional Fund Advisors’ stake broadens BOC’s shareholder base and may improve trading liquidity.

Negative

• Potential future overhang risk: As a passive manager, DFA could rebalance or exit without strategic considerations, creating sell-side pressure if market conditions dictate.

Insights

Portfolio Manager

TL;DR Passive manager DFA owns 5.1 % of BOC; supports liquidity but unlikely to drive strategic change.

DFA’s 1.57 million-share stake crosses the SEC’s 5 % reporting line. As a quantitative index-oriented adviser, DFA buys for portfolio construction rather than activism. The passive nature limits governance impact, yet higher institutional ownership can narrow bid-ask spreads and reduce volatility. Given Boston Omaha’s market cap around US$700-800 million (not stated in filing, estimate withheld), the position is meaningful but not controlling. I classify the disclosure as moderately positive but not highly impactful for valuation.

Corporate Governance Specialist

TL;DR 5 % threshold reached; no control shift, disclosure mainly improves transparency for investors.

Schedule 13G filings from passive advisers highlight compliance rather than intent to influence. DFA’s disclaimer of beneficial ownership reinforces its non-activist stance. No group formation, subsidiary acquisition or voting agreement is reported. Therefore, board dynamics remain unchanged. The filing’s chief value lies in signalling rising institutional monitoring of BOC, which can enhance governance discipline over time. Impact: neutral to mildly positive.

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).

1. Name and Address of Reporting Person^*

HARRISON THOMAS L

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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)	07/01/2025		A		7,401	A	$3.462(2)	16,299	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
Stock Option	$3.02	06/17/2025		A		17,500		(3)	05/28/2035	Common Stock	17,500	$0	30,000	D

Explanation of Responses:

1. Acquired under the Agenus Inc. Board Compensation Election Policy pursuant to which a director may elect to receive their director fees in shares of Ageuns' common stock.

2. $3.462 is the average of the closing price for the Company's common stock for all trading days during the calendar quarter immediately preceding the date such shares were issued.

3. Options were granted on May 28, 2025 subject to shareholder approval, which was obtained at the Company's annual shareholder meeting on June 17, 2025. Option awarded in accordance with the Agenus Inc. 2019 Amended and Restated Equity Incentive Plan, and vests on the one-year anniversary of the grant date.

	/s/ Christine M. Klaskin, as Attorney-in-Fact for Thomas Harrison	07/14/2025
	** 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

Why did Dimensional Fund Advisors file a Schedule 13G for Boston Omaha (BOC)?

DFA crossed the 5 % ownership threshold, triggering the SEC’s beneficial-ownership disclosure rule.

How many Boston Omaha shares does Dimensional Fund Advisors own?

The filing states 1,572,330 shares, equal to 5.1 % of outstanding common stock.

Does Dimensional Fund Advisors have voting control over Boston Omaha?

DFA reports sole voting power for 1,540,879 shares and no shared voting authority.

Is Dimensional Fund Advisors pursuing activism at Boston Omaha?

No. The Schedule 13G, rather than a 13D, and explicit disclaimers indicate a passive investment with no intent to influence control.

What is the significance of the 5 % ownership level for investors?

Crossing 5 % requires public disclosure, offering transparency about large holders and often signalling increased institutional attention.

When was the ownership position effective and when was the filing signed?

The relevant event date is 30 June 2025, and the filing was signed on 15 July 2025 by DFA’s Global Chief Compliance Officer.