AGEN Insider Filing: Garo Armen Adds 3,951 Shares for Salary

Rhea-AI Filing Summary

Garo H. Armen, Chairman and Chief Executive Officer of Agenus Inc. (AGEN), received 3,951 shares of common stock as salary in lieu of cash, issued under the company's equity plan. The shares were issued at the closing price of $4.14 on 10/03/2025 and are fully vested on issuance. After the transaction, Dr. Armen directly beneficially owns 282,393 shares, with additional indirect holdings of 31,298 and 28,950 through retirement accounts and trusts/partnership interests respectively. The filing notes that the stock payment was approved by the Compensation Committee and represents the net amount for the payroll period ending 10/03/2025.

Positive

• Compensation aligned with shareholders via stock payment of 3,951 shares
• Shares fully vested on issuance, eliminating future vesting uncertainty
• Clear disclosure of direct and indirect holdings totaling reported block positions

Negative

• Modest increase in outstanding shares from paying salary in stock instead of cash

Insights

Insider Transactions Analyst

TL;DR: CEO received salary paid in stock; transaction is routine compensation, not an option exercise.

Issuing 3,951 shares as salary converts cash compensation into equity, aligning pay with shareholder outcomes and immediately increasing the CEO's direct holdings to 282,393 shares. The shares are fully vested on issuance, so there is no future vesting schedule tied to this grant.

This move depends on the company's compensation policy and the Compensation Committee's approval; investors should note the immediate change in share count and the presence of additional indirect holdings in IRA and trust structures, which affect total beneficial ownership reporting over the near term.

Corporate Governance Expert

TL;DR: Compensation committee-approved stock salary raises governance transparency but slightly increases outstanding shares.

Paying salary in equity rather than cash was authorized and disclosed; the report clarifies the forms of indirect ownership (IRA, GRAT, partnership) and the reporter's role as CEO and chairman. Full vesting at issuance reduces complexity around future forfeiture or clawback timing.

Key items to watch include any recurring use of equity for cash substitution and whether similar practices materially expand share count over Q4 2025, which could modestly affect per-share metrics if continued.

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
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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)
10/03/2025

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)	10/03/2025		A		3,951	A	$4.14(2)	282,393	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 3, 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. $4.14 is the closing price of our Common Stock on October 3, 2025, the last trading day for the payroll date for the pay period ending October 3, 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	10/06/2025
	** 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

What did AGEN insider Garo H. Armen receive on 10/03/2025?

He received 3,951 shares of common stock as salary in lieu of cash, issued at the closing price of $4.14 on 10/03/2025.

How many AGEN shares does Garo H. Armen beneficially own after the transaction?

He directly beneficially owns 282,393 shares after the reported transaction, plus indirect holdings of 31,298 and 28,950 in IRA and trust/partnership structures.

Were the issued shares subject to vesting restrictions?

No. The filing states the shares are fully vested on the date of issuance.

Why were shares issued instead of paying cash?

At Dr. Armen's request and with Compensation Committee approval, his salary for the payroll period ending 10/03/2025 was paid in stock under the Amended and Restated 2019 Equity Incentive plan.

Do any indirect ownerships affect Dr. Armen's reported holdings?

Yes. The filing discloses 31,298 shares in his IRA accounts and 28,950 held via a GRAT and partnership interests, with partial pecuniary interest in the partnership.