AGEN Form 4: Timothy Wright Adds 1,704.928 Deferred Units, Ownership 21,872.43

Rhea-AI Filing Summary

Timothy R. Wright, a director of Agenus Inc. (AGEN), reported acquiring 1,704.928 deferred stock units on 10/01/2025 under the company’s Amended and Restated Directors' Deferred Compensation Plan. Each deferred stock unit converts to one share of common stock on a 1-for-1 basis, and the filing shows 21,872.43 shares beneficially owned by Mr. Wright after the transaction. The filing notes that a prior tranche of deferred stock units was valued at $5.01 per unit on 7/01/2025, and states the October 1, 2025 unit price is the average closing price for the company’s common stock during the calendar quarter immediately preceding that date. The units are typically distributed under the Plan once the director ceases service.

Positive

• Acquired 1,704.928 Deferred Stock Units under the directors' plan on 10/01/2025
• Beneficial ownership increased to 21,872.43 shares following the reported transaction

Negative

• None.

Insights

Corporate Governance Analyst

Director increased deferred ownership by 1,704.928 units, boosting reported stake to 21,872.43 shares.

The Form 4 discloses a non-cash acquisition of deferred stock units under the company’s directors’ deferred compensation plan on 10/01/2025. These units convert 1-for-1 to common shares and are generally payable when the director leaves service, indicating alignment of director compensation with equity ownership.

The filing also records the previously stated unit valuation of $5.01 on 7/01/2025 and explains the October unit price is set as the average closing price for the prior calendar quarter, as defined in the Plan.

Executive Compensation Specialist

Transaction reflects routine deferred compensation rather than open-market trading or cash exercise.

The reported acquisition is of Deferred Stock Units awarded under the Amended and Restated Directors' Deferred Compensation Plan, not an option exercise or open-market purchase. The units mirror common shares on a 1:1 basis and are recorded as acquired on 10/01/2025.

This structure defers immediate share delivery and cash flow until distribution events specified by the Plan, a common practice for director compensation; the Form 4 shows the mechanics and resulting beneficial ownership without indicating a cash payment on 10/01/2025.

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^*

Wright Timothy

(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)
10/01/2025

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

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
Deferred Stock Units	(1)	10/01/2025		A		1,704.928		(2)	(2)	Common Stock	1,704.928	(3)	21,872.43	D

Explanation of Responses:

1. Deferred Stock Units convert to shares of Common Stock on a 1 for 1 basis.

2. Acquired under the Agenus Inc. Amended and Restated Directors' Deferred Compensation Plan, as amended (the "Plan"). Deferred Stock Units represent an equal amount of the Company's common stock to be distributed under the terms of the Plan, typically once the director ceases to serve as a director of the Company.

3. $5.01 per Deferred Stock Unit acquired on July 1, 2025. The price of each Deferred Stock Unit acquired on October 1, 2025 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 Deferred Stock Unit was acquired pursuant to the Plan.

	/s/Christine Klaskin as Attorney-in-Fact for Timothy R. Wright	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Timothy R. Wright report on the Form 4 for AGEN?

He reported acquiring 1,704.928 Deferred Stock Units on 10/01/2025 under the company’s directors’ deferred compensation plan.

How many shares does Timothy Wright beneficially own after the transaction?

The filing reports 21,872.43 shares beneficially owned following the reported transaction.

Do the Deferred Stock Units convert to common shares?

Yes. The filing states Deferred Stock Units convert to common stock on a 1-for-1 basis.

What price is referenced for Deferred Stock Units in the filing?

The filing notes a prior valuation of $5.01 per Deferred Stock Unit on 7/01/2025 and explains the 10/01/2025 unit price equals the average closing price for the preceding calendar quarter.

When are the Deferred Stock Units typically distributed?

The filing states units are typically distributed under the Plan once the director ceases to serve as a director of the company.