Agenus (AGEN) CEO Garo Armen Takes 4,942 Shares as Salary Payment

Rhea-AI Filing Summary

AGENUS INC reported an insider equity transaction by its Chairman and Chief Executive Officer, Garo H. Armen, who is also a director. On December 26, 2025, Dr. Armen received 4,942 shares of common stock as payment of his salary for the pay period ending that day, instead of cash. These shares were issued under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan and were fully vested on the date of issuance, at a reference price of $3.31 per share, which was the closing price of the common stock on that date.

Following this transaction, Dr. Armen beneficially owned 307,343 shares of Agenus common stock directly. He also held shares indirectly, including amounts in his IRA accounts and interests in entities such as the Garo Armen 2020 2 Year AG GRAT and Pixie Partners, where he has only a partial pecuniary interest.

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

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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)
12/26/2025

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)	12/26/2025		A		4,942	A	$3.31(2)	307,343	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 December 26, 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. $3.31 is the closing price of our Common Stock on December 26, 2025, the last trading day for the payroll date for the pay period ending December 26, 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	12/29/2025
	** 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.
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FAQ

What insider transaction did AGEN (Agenus Inc) disclose for December 26, 2025?

Agenus Inc disclosed that Chairman and CEO Garo H. Armen received 4,942 shares of common stock on December 26, 2025 as payment of his salary for the pay period ending that date.

At what price were the AGEN shares issued to Garo H. Armen?

The shares issued to Garo H. Armen were valued at $3.31 per share, which was the closing price of Agenus common stock on December 26, 2025.

Why was Garo H. Armen paid in Agenus (AGEN) stock instead of cash?

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, under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan.

How many Agenus (AGEN) shares does Garo H. Armen beneficially own after this transaction?

After the transaction, Garo H. Armen beneficially owned 307,343 shares of Agenus common stock directly, plus additional indirect holdings through IRA accounts and trusts and partnerships described in the footnotes.

Are the Agenus shares issued to Garo H. Armen vested?

Yes. The filing states that the shares issued as salary under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan are fully vested on the date of issuance.

What indirect holdings of AGEN stock are reported for Garo H. Armen?

Indirect holdings include shares in Dr. Armen's IRA accounts and shares held by the Garo Armen 2020 2 Year AG GRAT and Pixie Partners, where he has a pecuniary interest in only part of the shares held.