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  4. [Form 4] AGENUS INC Insider Trading Activity

Agenus (AGEN) chief takes 4,540 common shares as salary

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

Rhea-AI Filing Summary

ARMEN GARO H reported acquisition or exercise transactions in this Form 4 filing.

Agenus Inc. director and officer Dr. Garo H. Armen received a grant of 4,540 shares of common stock for the pay period ending May 15, 2026, as salary paid in stock instead of cash. The shares were issued fully vested under the company’s 2019 equity incentive plan at a reference price of $3.58, the closing price on May 15, 2026.

Following this grant, Dr. Armen directly holds 351,323 common shares, with additional indirect holdings in IRA accounts and entities such as the Garo Armen 2020 2 Year AG GRAT and Pixie Partners, where he has only a partial pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider ARMEN GARO H
Role See Remarks
Type Security Shares Price Value
Grant/Award Common Stock 4,540 $3.58 $16K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 351,323 shares (Direct, null); 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 May 15, 2026. Such shares are issued in accordance with the Amended and Restated Agenus Inc. 2019 Equity Incentive are fully vested on the date of issuance. $3.58 is the closing price of our Common Stock on May 15, 2026, the last trading day for the payroll date for the pay period ending May 15, 2026. 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.
Stock grant 4,540 shares Net salary for pay period ending May 15, 2026
Reference share price $3.58 per share Closing price of common stock on May 15, 2026
Direct holdings after grant 351,323 shares Common stock directly owned following the transaction
IRA-related holdings 28,950 shares Common stock held in Dr. Armen’s IRA accounts
Additional indirect holdings 31,298 shares Indirect common stock holdings reported as of May 15, 2026
GRAT holdings 23,950 shares Garo Armen 2020 2 Year AG GRAT common stock position
Pixie Partners holdings 5,000 shares Common stock held by Pixie Partners; partial pecuniary interest
2019 Equity Incentive financial
"Such shares are issued in accordance with the Amended and Restated Agenus Inc. 2019 Equity Incentive"
IRA accounts financial
"Shares are held in Dr. Armen's IRA accounts."
closing price financial
"$3.58 is the closing price of our Common Stock on May 15, 2026"
GRAT financial
"Garo Armen 2020 2 Year AG GRAT holder of 23,950 shares of our Common Stock."
pecuniary interest financial
"Dr. Armen has a pecuniary interest in only a portion of the shares held by Pixie"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 MASSACHUSETTS 02421
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
AGENUS INC [ AGEN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock(1)05/15/2026A4,540A$3.58(2)351,323D
Common Stock31,298ISee Footnote(3)
Common Stock28,950ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 May 15, 2026. 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. $3.58 is the closing price of our Common Stock on May 15, 2026, the last trading day for the payroll date for the pay period ending May 15, 2026.
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, Chief Executive Officer and Principal Financial Officer
/s/ Austin Charette, as Attorney-in-Fact for Garo H. Armen05/19/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Agenus (AGEN) report for Dr. Garo H. Armen?

Agenus reported that Dr. Garo H. Armen received 4,540 shares of common stock as compensation. The shares represent his net salary for the pay period ending May 15, 2026, and were issued fully vested under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan.

Why is Dr. Garo H. Armen’s salary at Agenus (AGEN) being paid in stock?

At Dr. Armen’s request, and with Agenus’ Compensation Committee approval, his salary is being paid in stock instead of cash. The Form 4 notes that the 4,540 shares reported represent the net amount of his salary for the pay period ending May 15, 2026.

At what price were Dr. Armen’s Agenus (AGEN) shares valued in this Form 4?

The 4,540 Agenus common shares were valued using a price of $3.58 per share. This figure reflects the closing price of the company’s common stock on May 15, 2026, which was the last trading day for the relevant payroll date.

How many Agenus (AGEN) shares does Dr. Armen hold directly after this transaction?

After receiving the 4,540-share grant, Dr. Armen directly holds 351,323 Agenus common shares. This total reflects his direct ownership position reported in the Form 4, separate from any indirect holdings through retirement accounts, trusts, or partnership interests.

Are the Agenus (AGEN) shares granted to Dr. Armen immediately vested?

Yes, the Form 4 explains that the shares issued as salary are fully vested on the date of issuance. They are granted under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan and represent net compensation for the pay period ending May 15, 2026.