Agios (NASDAQ: AGIO) CEO Brian Goff receives large equity grants, sells shares for tax withholding

Rhea-AI Filing Summary

AGIOS PHARMACEUTICALS, INC. Chief Executive Officer Brian Goff reported multiple equity-related transactions in company stock. On March 1, 2026, he received 48,000 restricted stock units and 174,000 stock options, each RSU representing the right to receive one share of common stock, with both awards vesting over several years as described.

On March 2, 2026, previously granted restricted stock units vested and were converted into common shares through exercises of 8,500, 18,000, and 13,000 RSUs. In connection with these vestings, he sold a total of 18,055 shares of common stock at $28.96 per share to cover tax withholding obligations, under durable automatic sale instructions referenced as compliant with Rule 10b5-1(c). After these transactions, he directly held 164,548 shares of AGIOS common stock.

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

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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).

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^*

Goff Brian

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/02/2026		M		8,500	A	$0	151,603	D
Common stock	03/02/2026		S(1)		3,870	D	$28.96	147,733	D
Common stock	03/02/2026		M		18,000	A	$0	165,733	D
Common stock	03/02/2026		S(2)		8,267	D	$28.96	157,466	D
Common stock	03/02/2026		M		13,000	A	$0	170,466	D
Common stock	03/02/2026		S(3)		5,918	D	$28.96	164,548	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	(4)	03/01/2026		A		48,000		(5)	(5)	Common stock	48,000	$0	48,000	D
Stock options (right to buy)	$30.23	03/01/2026		A		174,000		(6)	03/01/2036	Common stock	174,000	$0	174,000	D
Restricted stock units	(4)	03/02/2026		M			8,500	(7)	(7)	Common stock	8,500	$0	0	D
Restricted stock units	(4)	03/02/2026		M			18,000	(8)	(8)	Common stock	18,000	$0	18,000	D
Restricted stock units	(4)	03/02/2026		M			13,000	(9)	(9)	Common stock	13,000	$0	26,000	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 restricted stock unit agreement dated March 1, 2023.

2. 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 restricted stock unit agreement dated March 1, 2024.

3. 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 restricted stock unit agreement dated March 1, 2025.

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

5. The restricted stock units were granted on March 1, 2026. Beginning on March 1, 2027, the shares underlying the restricted stock units will vest in three equal annual installments.

6. This option was granted on March 1, 2026. The shares underlying this option vest as to 25% of the underlying shares on March 1, 2027, with the remaining 75% vesting in 36 equal monthly installments thereafter.

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

8. The restricted stock units were granted on March 1, 2024. Beginning on March 1, 2025, the shares underlying the restricted stock units will vest in three equal annual installments.

9. The restricted stock units were granted on March 1, 2025. Beginning on March 1, 2026, the shares underlying the restricted stock units will vest in three equal annual installments.

Remarks:

	/s/ William Cook, as Attorney in Fact for Brian Goff	03/03/2026
	** 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 transactions did AGIO CEO Brian Goff report on this Form 4?

Brian Goff reported equity award grants and related share transactions. He received 48,000 restricted stock units and 174,000 stock options, plus conversions of earlier RSUs into common stock, and sold shares to cover tax withholding tied to those vesting awards.

How many AGIOS PHARMACEUTICALS (AGIO) shares did the CEO sell, and at what price?

The CEO sold 18,055 shares of AGIOS common stock at $28.96 per share. These sales are disclosed as covering tax withholding obligations related to vesting performance share units, executed under durable automatic sale instructions referenced in the filing footnotes.

What new equity awards did AGIO grant to CEO Brian Goff in this filing?

AGIOS granted the CEO 48,000 restricted stock units and 174,000 stock options on March 1, 2026. Each RSU equals one common share, while the options and RSUs vest over multi-year schedules beginning March 1, 2027, according to the detailed vesting terms disclosed.

How many AGIO common shares does the CEO own after these transactions?

After the reported exercises and tax-related sales, Brian Goff directly owns 164,548 shares of AGIOS common stock. This figure reflects his updated direct ownership position as of the transaction date disclosed in the insider trading report.

Were the AGIO CEO’s stock sales discretionary or tied to tax withholding?

The filing states the sales were made to cover tax withholding for vesting performance share units. Footnotes explain they occurred under durable automatic sale instructions included in restricted stock unit agreements, referencing an affirmative defense framework under Rule 10b5-1(c).

What are the vesting terms of the new AGIO restricted stock units granted to the CEO?

The 48,000 restricted stock units granted March 1, 2026, begin vesting March 1, 2027, in three equal annual installments. Each installment delivers common shares if the vesting conditions are met, according to the vesting schedule described in the footnotes.