AGEN Form 4: Garo Armen Paid 3,778 Shares at $4.33

Rhea-AI Filing Summary

Garo H. Armen, Chairman and CEO of Agenus Inc. (AGEN), received 3,778 shares of common stock as payment of salary for the pay period ending September 5, 2025. The shares were issued under the Amended and Restated Agenus Inc. 2019 Equity Incentive plan and were fully vested on issuance. The report shows a per-share value of $4.33, the closing price on September 5, 2025. Following this issuance, Dr. Armen beneficially owns 274,708 shares directly and additional indirect holdings reported as 31,298 and 28,950 shares held in IRA accounts and other vehicles described in the footnotes. The Form 4 was signed by an attorney-in-fact on behalf of Dr. Armen on September 8, 2025.

Insights

Securities Analyst

TL;DR: Routine director/CEO stock-for-salary issuance; modest change to insider holdings.

The Form 4 documents a common practice where an executive elects to receive compensation in equity rather than cash. The reported 3,778-share issuance at $4.33 per share increases Dr. Armen's direct beneficial ownership to 274,708 shares. This transaction is non-derivative, fully vested on issuance, and appears administrative rather than signaling a material shift in company capital structure or control. It does not disclose any exercised options or derivative transactions.

Corporate Governance Expert

TL;DR: Compensation committee-approved equity payroll; disclosure meets Section 16 reporting norms.

The filing notes Compensation Committee approval and issuance under the company equity incentive plan, with customary footnote disclosure about indirect holdings (IRAs, GRAT, partnership interests) and disclaimer of pecuniary interest where applicable. The signature by an attorney-in-fact is properly noted. There are no indications of unusual timing, sales, or plan suspensions; the filing is consistent with routine governance and executive compensation administration.

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)
09/05/2025

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)	09/05/2025		A		3,778	A	$4.33(2)	274,708	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 September 5, 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. $4.33 is the closing price of our Common Stock on September 5, 2025, the last trading day for the payroll date for the pay period ending September 5, 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	09/08/2025
	** 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 transaction did Garo H. Armen report on Form 4 for AGEN?

The Form 4 reports that Garo H. Armen received 3,778 shares of Agenus common stock as salary for the pay period ending September 5, 2025.

At what price were the shares valued on the Form 4?

The shares were valued at the closing price of $4.33 per share on September 5, 2025.

How many shares does Dr. Armen beneficially own after the reported issuance?

Following the issuance, Dr. Armen beneficially owns 274,708 shares directly, plus reported indirect holdings of 31,298 and 28,950 shares in disclosed accounts and vehicles.

Were the issued shares vested at the time of issuance?

Yes. The filing states the shares were issued under the 2019 Equity Incentive plan and were fully vested on the date of issuance.

Who signed the Form 4 on behalf of Garo H. Armen and when?

The Form 4 was signed by Christine M. Klaskin, as Attorney-in-Fact for Garo H. Armen on September 8, 2025.