Agios (NASDAQ: AGIO) exec sells shares to cover PSU tax obligations

Rhea-AI Filing Summary

Agios Pharmaceuticals executive Krishnan Viswanadhan reported an exercise-and-sell transaction tied to performance share units (PSUs). On April 2, 2026, 8,100 PSUs converted into 8,100 shares of common stock at $0.00 per share when a specified regulatory milestone was achieved.

On the same date, 2,959 shares were sold at $34.71 per share to cover tax withholding obligations under durable automatic sale instructions consistent with Rule 10b5-1(c). After these transactions, he held 10,282 shares of Agios common stock directly.

Insider Trade Summary 10b5-1

Net Seller: 2,959 shares ($102,707)

Net Sell 3 txns

Insider Viswanadhan Krishnan

Role Chief Corp Dev & Strategy

Sold 2,959 shs ($103K)

Type	Security	Shares	Price	Value
Exercise	Performance share units	8,100	$0.00	--
Exercise	Common stock	8,100	$0.00	--
Sale	Common stock	2,959	$34.71	$103K

Holdings After Transaction: Performance share units — 8,100 shares (Direct); Common stock — 13,241 shares (Direct)

Footnotes (1)

1. Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance share units. This transaction was effected pursuant to durable automatic sale instructions consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act. Such instructions were included in the reporting person's performance share unit agreement dated March 5, 2025. Each performance share unit represents a contingent right to receive one share of the issuer's common stock. The PSUs were granted on March 5, 2025. The PSUs vest as to 50% of the underlying shares upon the achievement of a specified regulatory milestone and as to the remaining 50% of the underlying shares upon the achievement of a specified commercial milestone. The performance criteria for the specified regulatory milestone was determined to have been met on April 2, 2026, resulting in the vesting of the PSUs as to 50% of the underlying shares. Vested shares will be delivered to the reporting person within three business days after such shares become vested.

Key Figures

PSUs exercised: 8,100 units Shares sold: 2,959 shares Sale price: $34.71 per share +3 more

6 metrics

PSUs exercised 8,100 units Converted to common stock on April 2, 2026

Shares sold 2,959 shares Common stock sold on April 2, 2026

Sale price $34.71 per share Open-market or private sale to cover taxes

Shares held after 10,282 shares Direct ownership after all reported transactions

Exercise price $0.00 per unit Performance share units converting into common stock

PSU grant date March 5, 2025 Original grant date of performance share units

Key Terms

Performance share units, Rule 10b5-1(c), Section 10(b) of the Securities Exchange Act of 1934, regulatory milestone, +1 more

5 terms

Performance share units financial

"Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance share units."

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

Rule 10b5-1(c) regulatory

"durable automatic sale instructions consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c)"

Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.

Section 10(b) of the Securities Exchange Act of 1934 regulatory

"affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c)"

regulatory milestone financial

"vest as to 50% of the underlying shares upon the achievement of a specified regulatory milestone"

commercial milestone financial

"remaining 50% of the underlying shares upon the achievement of a specified commercial milestone"

Form 4 Insider Transactions: What Each Field Means →

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).

X

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^*

Viswanadhan Krishnan

(Last) (First) (Middle)

88 SIDNEY STREET

(Street)

CAMBRIDGE MASSACHUSETTS 02139

(City) (State) (Zip)

UNITED STATES

(Country)

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Corp Dev & Strategy

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common stock	04/02/2026		M		8,100	A	$0	13,241	D
Common stock	04/02/2026		S(1)		2,959	D	$34.71	10,282	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
Performance share units	(2)	04/02/2026		M			8,100	(3)	(3)	Common stock	8,100	$0	8,100	D

Explanation of Responses:

1. Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance share units. This transaction was effected pursuant to durable automatic sale instructions consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act. Such instructions were included in the reporting person's performance share unit agreement dated March 5, 2025.

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

3. The PSUs were granted on March 5, 2025. The PSUs vest as to 50% of the underlying shares upon the achievement of a specified regulatory milestone and as to the remaining 50% of the underlying shares upon the achievement of a specified commercial milestone. The performance criteria for the specified regulatory milestone was determined to have been met on April 2, 2026, resulting in the vesting of the PSUs as to 50% of the underlying shares. 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 Krishnan Viswanadhan	04/06/2026
	** 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).
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)

FAQ

What insider transaction did AGIO executive Krishnan Viswanadhan report?

Krishnan Viswanadhan exercised 8,100 performance share units into common stock, then sold 2,959 shares. The sale was made to cover tax withholding obligations following vesting of the PSUs when a specified regulatory milestone was achieved.

How many Agios (AGIO) shares did the executive sell and at what price?

He sold 2,959 shares of Agios common stock at $34.71 per share. The filing notes these shares were sold solely to satisfy tax withholding obligations related to vested performance share units, under durable automatic Rule 10b5-1 sale instructions.

What triggered the vesting of Krishnan Viswanadhan’s performance share units at AGIO?

The PSUs vested when a specified regulatory milestone was determined to have been met on April 2, 2026. This milestone achievement caused 50% of the underlying PSU shares, totaling 8,100 units, to vest and convert into common stock for the reporting person.

How many Agios (AGIO) shares does the executive hold after these transactions?

Following the exercise of 8,100 performance share units and the sale of 2,959 shares for taxes, Krishnan Viswanadhan directly holds 10,282 shares of Agios Pharmaceuticals common stock, according to the share balance reported after the final transaction.

Were the AGIO share sales by the executive discretionary or pre-planned?

The sale of 2,959 shares was executed under durable automatic sale instructions included in a performance share unit agreement. The filing states this arrangement is consistent with the affirmative defense to liability under Rule 10b5-1(c) of the Securities Exchange Act.

How are Krishnan Viswanadhan’s Agios performance share units structured?

Each performance share unit represents a contingent right to receive one share of Agios common stock. The grant vests 50% on achievement of a specified regulatory milestone and the remaining 50% upon achievement of a specified commercial milestone, per the disclosed PSU terms.