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

Rhea-AI Filing Summary

Redmile Group, LLC, Jeremy C. Green and RedCo II Master Fund, L.P. have filed Amendment No. 9 to their Schedule 13D on Fate Therapeutics, Inc. (NASDAQ: FATE). The filing, triggered by an event dated 07 July 2025, updates the group’s ownership disclosure and key blocking provisions.

• Aggregate beneficial ownership: 17,941,579 common shares (direct and deemed) representing 14.9 % of FATE’s outstanding common stock (114,633,022 shares as of 6 May 2025).
• Key holder detail: RedCo II Master Fund holds 13,479,013 shares (11.3 %). All shares are subject to shared voting and dispositive power; no reporting person has sole power.
• Warrants & preferred stock: • Pre-Funded Warrants covering 3,691,324 shares (exercise price $0.001) • Class A Preferred Stock convertible 1-for-5 into up to 810,065 shares (RedCo II) and additional preferred shares across other Redmile funds.
  Both instruments are governed by 14.99 % beneficial-ownership blockers.
• Change in blocker threshold: On 1 July 2025 Redmile elected to raise the “Maximum Percentage” under the Warrant Beneficial Ownership Blocker from 9.99 % to 14.99 % (effective 61 days later). This allows the group to exercise additional warrants and approach the new 14.99 % cap without breaching Section 13(d) limits.
• Funding source: Working capital of various Redmile-managed private investment funds (no external financing disclosed).
• Historical context: This is the ninth amendment to an initial 13D filed in 2018, reflecting the evolution of Redmile’s position and security mix (common, warrants, preferred, options, RSUs).

The amendment does not announce new purchases or sales but formalises the larger ownership cap, clarifies the composition of the beneficial stake, and reiterates blocker mechanics designed to limit ownership to 14.99 % of outstanding commons.

Positive

• Redmile’s stake increases to 14.9 %, indicating sustained confidence from a specialist healthcare investor.
• Election to raise the beneficial-ownership cap signals intent to maintain or expand exposure, potentially aligning long-term interests with other shareholders.

Negative

• Potential dilution of up to 4.9 million shares from warrant exercise and preferred conversions once the 14.99 % cap becomes effective.
• Higher ownership concentration (nearly 15 %) may consolidate voting power and influence, raising governance considerations for minority shareholders.

Insights

Securities Analyst

TL;DR — Redmile lifts ownership cap to 14.99 %, reaffirming a large strategic stake without immediate cash impact.

The filing signals continued commitment from a specialist biotech investor. Moving the blocker from 9.99 % to 14.99 % allows Redmile to convert/exercise up to roughly 4.9 million additional shares (options, warrants, preferred) over time. Because the warrants are pre-funded at $0.001, Fate receives negligible incremental cash; the principal impact is potential dilution and voting concentration. No new purchases are disclosed, so near-term float dynamics remain unchanged. Overall, this is structurally important but not fundamentally value-changing in the short term.

Corporate Governance Expert

TL;DR — Ownership concentration rises; possible governance influence, but still below 15 % control threshold.

Redmile now controls nearly 15 % of FATE’s voting power, positioning it as the company’s leading shareholder. While the firm disclaims control intent, a stake of this size affords meaningful influence over board matters and strategic direction, especially in biotech where floats are limited. The blocker election is a permissible mechanism under SEC rules, but shareholders should watch for future activism or alignment proposals. Because the cap remains below 15 %, poison-pill or change-of-control triggers are unlikely to activate.

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^*

Gheuens Sarah

(Last) (First) (Middle)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		M		8,374	A	$0	65,362	D
Common stock	07/01/2025		S(1)		4,091	D	$34.17	61,271	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	(2)	07/01/2025		M			8,374	(3)	(3)	Common stock	8,374	$0	8,375	D

Explanation of Responses:

1. Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's restricted 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 restricted stock unit agreement dated July 1, 2023.

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

3. The restricted stock units were granted on July 1, 2023. Beginning on July 1, 2024, the shares underlying the restricted stock units will vest in three equal annual installments.

Remarks:

	/s/ William Cook, as attorney-in-fact for Sarah Gheuens	07/03/2025
	** 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 Fate Therapeutics (FATE) shares does Redmile now beneficially own?

The reporting group discloses 17,941,579 shares, or 14.9 % of outstanding common stock.

What change triggered this Schedule 13D/A amendment?

Redmile elected on 1 July 2025 to increase the warrant ownership blocker from 9.99 % to 14.99 %, enabling a larger reportable stake.

Will Fate Therapeutics receive cash from the warrant exercises?

Any remaining Pre-Funded Warrants carry a de-minimis $0.001 exercise price, so cash proceeds will be immaterial.

How much could Redmile’s position grow post-election?

The group can exercise or convert securities for up to 4.9 million additional shares while staying under the new 14.99 % threshold.

Does the filing suggest imminent share sales by Redmile?

No. The amendment focuses on ownership cap adjustments; it does not indicate sales intentions.

What is the impact on other shareholders?

Dilution risk rises modestly, and governance influence shifts toward a single large holder, but no change-of-control event is triggered.