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

Rhea-AI Filing Summary

Agios Pharmaceuticals, Inc. (AGIO) – Form 4 insider activity

Director Cynthia Smith reported several equity transactions dated 18-20 June 2025. In the non-derivative table, Smith acquired 2,120 common shares (code M, price $0) as previously granted restricted stock units (RSUs) vested. After the transaction her direct beneficial ownership increased to 10,112 common shares.

In the derivative section, the board member accepted new equity awards as part of 2025 director compensation: (i) 2,816 RSUs that vest 100 % on 18 June 2026, and (ii) 15,768 stock options exercisable at $35.50 per share with the same one-year cliff vesting and a 10-year expiration (18 June 2035). A previously outstanding 2024 RSU grant (2,120 units) was marked as fully converted (code M) and now shows zero derivative balance. No dispositions or open-market sales were disclosed, and all securities remain held directly by Smith.

The filing signals alignment between the director and shareholders through increased equity ownership and fresh option incentives. However, the modest absolute share count limits immediate valuation impact. No earnings figures, business updates, or material corporate events were included in this filing.

Positive

• Director increased direct ownership by 2,120 shares, suggesting continued alignment with shareholders.
• 15,768 new stock options and 2,816 RSUs incentivize long-term performance with a 2026 vesting horizon.
• No insider sales were reported, removing immediate selling pressure.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director adds 2,120 shares and gets new 2025 RSU/option package; no sales reported.

The Form 4 shows insider confidence—Cynthia Smith increased her direct stake to 10,112 shares via automatic RSU conversion. She was also granted 15,768 at-the-money options and 2,816 RSUs, both vesting in June 2026. The $35.50 strike sits near current trading levels, indicating incentives tied to future value creation. While beneficial ownership remains small relative to AGIO’s ~55 M shares outstanding, the absence of sales and the extension of equity tenure are incrementally positive. From a valuation perspective the transaction is non-dilutive in the near term and immaterial to EPS.

Corporate Governance Expert

TL;DR: Routine director compensation grant; governance-aligned but financially immaterial.

The awards conform to common biotech board practices—one-year cliff vesting aligns oversight horizon with shareholder interests. Timely filing within two business days meets Section 16 compliance. The M-coded RSU settlement at $0 indicates no cash outlay and no selling pressure. Because grants equal less than 0.05 % of shares outstanding, dilution risk is negligible. Overall impact is governance-positive yet operationally neutral.

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^*

Smith Cynthia

(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 Cynthia Smith	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 Cynthia Smith acquire on 20-Jun-2025?

2,120 common shares were acquired through RSU conversion at a price of $0.

What new equity awards did AGIO grant to Cynthia Smith on 18-Jun-2025?

She received 2,816 RSUs and 15,768 stock options with a $35.50 strike price.

When will the 2025 RSUs and options granted to Cynthia Smith vest?

Both the RSUs and options vest 100 % on 18 June 2026.

What is Cynthia Smith’s total direct beneficial ownership after the reported transactions?

She now directly owns 10,112 AGIO common shares.

Did the Form 4 include any insider sales of AGIO stock?

No. The filing shows only acquisitions and grants; no shares were sold.