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

Rhea-AI Filing Summary

Form 4 Overview – Agios Pharmaceuticals, Inc. (AGIO)

Director Catherine Owen reported three equity transactions dated 18-20 June 2025.

• New equity grants (18-Jun-25): • 2,816 Restricted Stock Units (RSUs) that vest 100 % on 18-Jun-26. • 15,768 stock options with a $35.50 exercise price, also vesting fully on 18-Jun-26 and expiring 18-Jun-35.
• RSU conversion (20-Jun-25): 2,120 previously granted RSUs were settled into an equivalent number of common shares (Code M) at a cost basis of $0.
• Post-transaction ownership: Owen now holds 6,073 common shares directly, plus 2,816 RSUs and 15,768 vested-to-come options.

The activity represents routine director compensation and does not involve open-market buying or selling. No cash proceeds to the insider were disclosed, and the option strike price sits near recent trading ranges, indicating market-aligned pricing. The grants marginally increase Agios’ potential share count but are immaterial relative to the company’s outstanding shares.

Positive

• Aligned incentives: One-year cliff vesting on RSUs and options promotes retention and long-term orientation without immediate sell pressure.

Negative

• Minor dilution: Up to 20,700 additional shares (<0.05 % of float) may be issued upon vesting and exercise, marginally diluting existing shareholders.

Insights

Corporate Governance Expert

TL;DR: Standard equity grants; governance-friendly, minimal dilution.

The Form 4 records a typical annual equity package for an outside director. Full-vesting after one year aligns incentives while avoiding staggered quarterly vesting that can complicate board independence perceptions. The single-tranche 15,768-share option block at $35.50 reflects fair-market value, satisfying NYSE compensation guidelines. Combined with 2,816 RSUs, the award is modest versus Agios’ ~55 million shares outstanding, implying <0.04 % potential dilution—well within normal governance tolerances. The conversion of 2,120 previously vested RSUs simply transfers book entries; no cash changes hands. Overall, neutral to shareholders and supportive of long-term alignment.

Portfolio Manager

TL;DR: Insider not buying or selling; neutral signal for AGIO.

Investors often track Form 4s for buy/sell cues. Here, Owen receives stock rather than purchasing it, so conviction can’t be inferred. Option strike parity with spot price neither telegraphs bullishness nor undervaluation insight. The incremental dilution—about 20,700 shares including RSUs—has a sub-0.05 % EPS impact, immaterial to valuation models. Accordingly, I view the filing as not impactful for AGIO’s near-term trading outlook.

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
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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^*

Owen Adams Catherine

(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	6,073	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 Catherine Owen	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 did AGIO Director Catherine Owen report in the latest Form 4?

She received 2,816 RSUs and 15,768 stock options on 18-Jun-25 and converted 2,120 RSUs into common shares on 20-Jun-25.

At what price were the new AGIO stock options granted?

The options carry an exercise price of $35.50 per share.

When will Catherine Owen’s new RSUs vest?

All 2,816 RSUs vest completely on 18-Jun-2026.

How many AGIO shares does the director now own?

Post-transactions she holds 6,073 common shares directly, plus 2,816 RSUs and 15,768 options.

Does the filing indicate insider buying or selling of AGIO stock?

No open-market purchases or sales were disclosed; the activity reflects equity compensation and RSU settlement.