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

Rhea-AI Filing Summary

Agios Pharmaceuticals, Inc. (AGIO) – Form 4 Insider Filing (23 Jun 2025)

Director Jacqualyn A. Fouse reported several equity transactions occurring on 18 Jun 2025 and 20 Jun 2025:

• New awards: 2,816 restricted stock units (RSUs) and 15,768 stock options with a $35.50 exercise price, both vesting 100% on 18 Jun 2026. The options expire on 18 Jun 2035.
• Vested conversion: 2,120 previously granted RSUs (dated 20 Jun 2024) were converted into an equal number of common shares (code “M”), at no cash cost.
• Following these transactions, Fouse now holds 151,340 AGIO common shares directly and continues to hold 2,816 un-vested RSUs and 15,768 un-exercised options.

No sales of common stock occurred; all activity reflects grants or conversions, indicating continued alignment of the director’s incentives with shareholder interests. The size of the awards is typical for a board-level compensation package and is unlikely to materially affect AGIO’s share count or insider-ownership structure.

Positive

• Director acquired 2,120 common shares through RSU vesting, increasing direct ownership to 151,340 shares.
• Alignment of incentives: 15,768 new options and 2,816 RSUs tie compensation to future share performance.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR – Routine equity grants; no insider selling; neutral governance impact.

The filing shows standard annual compensation for a non-executive director. Grants of RSUs and options with a one-year cliff are common practice and help align board incentives with long-term shareholder value. The absence of share sales removes near-term negative signaling. Given AGIO’s ~55 mn basic shares outstanding (last reported), the additional 15,768 options and 2,816 RSUs add less than 0.04 % potential dilution—immaterial from a governance or valuation standpoint.

Portfolio Manager

TL;DR – Insider increased direct holdings; signal mildly constructive but not price-moving.

Fouse now owns 151.3 k shares, up 1.4 %. While insider accumulation can be a positive sentiment indicator, the transactions were automatic (option/RSU grants and vesting) rather than open-market buys. The $35.50 strike is roughly in line with AGIO’s recent trading range, suggesting fair-value option pricing. Overall, the filing is informational and should not alter an investment thesis.

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^*

FOUSE JACQUALYN A

(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	151,340	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 Jacqualyn Fouse	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

What equity awards did AGIO director Jacqualyn Fouse receive on 18 Jun 2025?

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

How many AGIO common shares does Jacqualyn Fouse now hold?

After the reported transactions, she holds 151,340 shares directly.

When do the newly granted RSUs and options vest and expire?

Both awards vest 100 % on 18 Jun 2026; the options expire on 18 Jun 2035.

Did the filing report any sale of AGIO shares by the director?

No. All transactions were grants or conversions; no shares were sold.

What was the conversion related to the 2,120-share transaction on 20 Jun 2025?

It reflects the vesting of 2,120 RSUs granted on 20 Jun 2024, delivered as common shares at no cost.