Agios (NASDAQ: AGIO) CEO Brian Goff receives large equity grants, sells shares for tax withholding
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 18,055 shares ($522,873)
Net Sell
11 txns
Insider
Goff Brian
Role
Chief Executive Officer
Sold
18,055 shs ($523K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted stock units | 8,500 | $0.00 | -- |
| Exercise | Restricted stock units | 18,000 | $0.00 | -- |
| Exercise | Restricted stock units | 13,000 | $0.00 | -- |
| Exercise | Common stock | 8,500 | $0.00 | -- |
| Sale | Common stock | 3,870 | $28.96 | $112K |
| Exercise | Common stock | 18,000 | $0.00 | -- |
| Sale | Common stock | 8,267 | $28.96 | $239K |
| Exercise | Common stock | 13,000 | $0.00 | -- |
| Sale | Common stock | 5,918 | $28.96 | $171K |
| Grant/Award | Restricted stock units | 48,000 | $0.00 | -- |
| Grant/Award | Stock options (right to buy) | 174,000 | $0.00 | -- |
Holdings After Transaction:
Restricted stock units — 0 shares (Direct);
Common stock — 151,603 shares (Direct);
Stock options (right to buy) — 174,000 shares (Direct)
Footnotes (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. 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. 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. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. 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. 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. 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. 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. 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.
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.
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.
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.