Agenus (AGEN) CEO Garo Armen takes salary as 4,562 company shares

Rhea-AI Filing Summary

Agenus Inc. director and Chairman/CEO Garo H. Armen reported receiving 4,562 shares of Agenus common stock on January 23, 2026. The shares were issued at $3.24 per share, which was the closing price of the stock on that date, and represent his net salary for the pay period ending January 23, 2026, paid in stock instead of cash under the company’s 2019 equity incentive plan. After this transaction, Dr. Armen directly beneficially owned 315,685 Agenus common shares, with additional indirect holdings reported through IRA accounts and a trust/general partnership structure described in the footnotes.

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)
01/23/2026

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)	01/23/2026		A		4,562	A	$3.24(2)	315,685	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 January 23, 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. $3.24 is the closing price of our Common Stock on January 23, 2026, the last trading day for the payroll date for the pay period ending January 23, 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 and Chief Executive Officer

	/s/ Austin Charette, as Attorney-in-Fact for Garo H. Armen	01/26/2026
	** 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).
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FAQ

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

Agenus reported that Garo H. Armen, its director and Chairman/CEO, received 4,562 shares of common stock on January 23, 2026, coded as an acquisition (A).

Why did Garo H. Armen receive 4,562 AGEN shares instead of cash?

According to the footnotes, at his request and with Compensation Committee approval, Dr. Armen’s salary is being paid in stock in lieu of cash, and the 4,562 shares reflect his net salary for the pay period ending January 23, 2026.

At what price were the 4,562 Agenus shares valued in this Form 4?

The 4,562 Agenus common shares were reported at $3.24 per share, which was the closing price of the company’s common stock on January 23, 2026.

How many Agenus shares does Garo H. Armen own after this reported transaction?

Following the transaction, the Form 4 shows that 315,685 Agenus common shares are beneficially owned directly by Dr. Armen, with additional indirect holdings reported separately.

What indirect Agenus holdings are associated with Garo H. Armen in this filing?

The filing reports 31,298 shares held indirectly in Dr. Armen’s IRA accounts, and 28,950 shares linked to a trust and Pixie Partners, where he has a disclosed pecuniary interest in only a portion of the shares.

Under which plan were the Agenus shares issued to Garo H. Armen?

The salary-paid-in-stock shares were issued under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan and are described as fully vested on the date of issuance.