[Form 4] Agios Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 Filing Overview – Agios Pharmaceuticals (AGIO), 23 Jun 2025

Director Rahul D. Ballal reported several equity-based transactions executed on 18 and 20 June 2025. The filing shows no open-market sales; all movements relate to equity awards and the conversion of previously granted restricted stock units (RSUs).

• Equity Award Grants (18 Jun 2025)
  • 2,816 RSUs – vest 100% on 18 Jun 2026.
  • 15,768 stock options – exercise price $35.50, vest 100% on 18 Jun 2026, expire 18 Jun 2035.
• RSU Conversion (20 Jun 2025)
  • 2,120 shares of common stock acquired at $0 cost via automatic conversion of RSUs granted 20 Jun 2024.
• Post-transaction holdings: 10,112 common shares held directly; zero derivative RSUs remain from the 2024 grant; 15,768 unexercised options and 2,816 unvested RSUs newly awarded.

The transactions increase Ballal’s direct ownership by 2,120 shares and reinforce his long-term incentive alignment through a fresh option package. Because the activity consists solely of routine compensation grants and vesting with no disposals, the immediate market impact is normally limited; however, the additional share ownership may be viewed positively by investors monitoring insider sentiment.

Positive

• No shares were sold; insider ownership increased by 2,120 shares, which can be interpreted as a sign of alignment.
• 15,768 new stock options and 2,816 RSUs extend long-term incentive alignment between the director and shareholders.

Negative

• No open-market purchases with personal cash; transactions are routine grants, thus offer limited incremental confidence.
• Award sizes are immaterial relative to AGIO’s total outstanding shares, so the signal strength to investors is low.

Insights

Financial Analyst

TL;DR: Routine equity awards; insider increases holdings; neutral overall impact.

The filing shows typical annual director compensation rather than discretionary buying or selling. Grants of 2,816 RSUs and 15,768 at-the-money options lock in one-year cliff vesting, creating longer-term alignment but no near-term cash outlay. The 2,120-share RSU conversion lifts Ballal’s stake to 10,112 shares, a modest increase that sends a benign signal of commitment. Because there were no sales and no purchases with personal capital, I view the disclosure as neutral for valuation. Investors tracking insider sentiment may regard the larger holding positively, yet the size is immaterial relative to AGIO’s ~54 m share float. Overall market impact should be negligible.

Corporate Governance Specialist

TL;DR: Standard Section 16 filing, aligns incentives, not market-moving.

Agios continues to compensate non-employee directors primarily with equity, matching biotech peer practice. One-year cliff vesting promotes retention without exposing the board to excessive short-term pressure. The options’ ten-year life is conventional and the $35.50 strike was near market at grant date, preserving performance linkage. No Rule 10b5-1 trades or multi-party filings appear. Because the director neither sold shares nor borrowed against them, there is no governance red flag. Given the modest volume and automatic nature, the disclosure is administrative rather than strategic.

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).

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^*

Ballal Rahul D.

(Last) (First) (Middle)

C/O AGIOS PHARMACEUTICALS, INC.

88 SIDNEY STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AGIOS PHARMACEUTICALS, INC. [ AGIO ]

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)
06/18/2025

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	06/20/2025		M		2,120	A	$0	10,112	D

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
Restricted stock units	(1)	06/18/2025		A		2,816		(2)	(2)	Common stock	2,816	$0	2,816	D
Stock options (right to buy)	$35.5	06/18/2025		A		15,768		(3)	06/18/2035	Common stock	15,768	$0	15,768	D
Restricted stock units	(1)	06/20/2025		M			2,120	(4)	(4)	Common stock	2,120	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

2. The restricted stock units were granted on June 18, 2025. The shares underlying the stock units will vest in full on June 18, 2026. Vested shares will be delivered to the reporting person within three business days after such shares become vested.

3. These options were granted on June 18, 2025. The shares underlying these options vest as to 100% of the underlying shares on June 18, 2026.

4. The restricted stock units were granted on June 20, 2024. The shares underlying the stock units vest in full on June 20, 2025. Vested shares will be delivered to the reporting person within three business days after such shares become vested.

Remarks:

	/s/ William Cook, as attorney-in-fact for Rahul Ballal	06/23/2025
	** 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.
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.

FAQ

How many Agios (AGIO) shares did Director Rahul Ballal acquire?

He acquired 2,120 common shares through the conversion of vested RSUs on 20 Jun 2025.

What new equity awards were granted to the director in this Form 4?

On 18 Jun 2025 he received 2,816 RSUs and 15,768 stock options with a $35.50 exercise price.

Did the director sell any Agios shares in this filing?

No. The filing reports only grants and RSU vesting; there were no share sales.

When will the newly granted RSUs and options vest?

Both the RSUs and options vest 100% on 18 Jun 2026 (one-year cliff).

What is the director’s total Agios share ownership after these transactions?

Post-transaction, he holds 10,112 common shares directly, plus unvested awards.