Agios Pharmaceuticals (AGIO) CFO equity grants and tax-driven sales

Rhea-AI Filing Summary

AGIOS PHARMACEUTICALS, INC. Chief Financial Officer Cecilia Jones reported a mix of equity awards, vesting and related share sales. On March 1, 2026, she received 14,000 restricted stock units and stock options for 52,000 shares, with RSUs vesting in three equal annual installments and the option vesting 25% on March 1, 2027 and the remaining 75% in 36 equal monthly installments.

On March 2, 2026, multiple restricted stock unit tranches were exercised into common stock, and a total of 5,035 common shares were sold at $28.96 per share. Footnotes state these sales were made to cover tax withholding obligations under durable automatic sale instructions consistent with Rule 10b5-1(c) and included in prior restricted stock unit agreements. After these transactions, she directly owned 49,328 common 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

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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^*

Jones Cecilia

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		2,000	A	$0	39,394	D
Common stock	03/02/2026		S(1)		594	D	$28.96	38,800	D
Common stock	03/02/2026		M		5,666	A	$0	44,466	D
Common stock	03/02/2026		S(2)		1,681	D	$28.96	42,785	D
Common stock	03/02/2026		M		4,000	A	$0	46,785	D
Common stock	03/02/2026		S(3)		1,187	D	$28.96	45,598	D
Common stock	03/02/2026		M		5,303	A	$0	50,901	D
Common stock	03/02/2026		S(3)		1,573	D	$28.96	49,328	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		14,000		(5)	(5)	Common stock	14,000	$0	14,000	D
Stock options (right to buy)	$30.23	03/01/2026		A		52,000		(6)	03/01/2036	Common stock	52,000	$0	52,000	D
Restricted stock units	(4)	03/02/2026		M			2,000	(7)	(7)	Common stock	2,000	$0	0	D
Restricted stock units	(4)	03/02/2026		M			5,666	(8)	(8)	Common stock	5,666	$0	5,667	D
Restricted stock units	(4)	03/02/2026		M			4,000	(9)	(9)	Common stock	4,000	$0	8,000	D
Restricted stock units	(4)	03/02/2026		M			5,303	(9)	(9)	Common stock	5,303	$0	10,607	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 Cecilia Jones	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).
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

What insider transactions did AGIO CFO Cecilia Jones report on this Form 4?

Cecilia Jones reported new equity awards, vesting and related share sales. She received restricted stock units and stock options, exercised several restricted stock unit tranches into common stock, and sold shares primarily to cover tax withholding obligations tied to performance share unit vesting.

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

She sold a total of 5,035 shares of Agios common stock. The reported sale price was $28.96 per share. Footnotes explain these sales were executed to satisfy tax withholding obligations arising from vesting of her performance share units under pre-set automatic sale instructions.

What new equity awards did the AGIO CFO receive and how do they vest?

She received 14,000 restricted stock units and stock options for 52,000 shares on March 1, 2026. The RSUs vest in three equal annual installments beginning March 1, 2027, while the option vests 25% on March 1, 2027 and the remaining 75% in 36 equal monthly installments.

Why were some AGIO shares sold by the CFO according to the Form 4 footnotes?

The footnotes state the shares were sold to cover tax withholding obligations linked to vesting performance share units. These sales followed durable automatic sale instructions designed to fit the affirmative defense framework under Rule 10b5-1(c) and were embedded in earlier restricted stock unit agreements.

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

After the reported exercises and sales, Cecilia Jones directly owned 49,328 shares of Agios common stock. This figure reflects her position following the March 2, 2026 derivative exercises, conversions and tax-related open-market sales disclosed in the Form 4 filing.

How do the AGIO CFO’s restricted stock units reported here convert into common stock?

Each restricted stock unit represents a contingent right to receive one share of Agios common stock. As RSU grants vest on their stated schedules, vested units convert into common shares, which can then be held or partially sold, including for tax withholding obligations described in the footnotes.