Agios CLO reports 3,000 performance units, 3,000 RSUs

AGIOS PHARMACEUTICALS, INC.

Rhea-AI Filing Summary

AGIOS PHARMACEUTICALS, INC. Chief Legal Officer James William Burns reported routine equity compensation changes. He received a grant of 3,000 restricted stock units, each representing a right to one share of common stock. He also exercised 3,000 performance share units into common stock at no exercise price.

The performance share units were originally granted on March 1, 2025 and vest based on three specified clinical and research milestones. The compensation & people committee determined one research milestone was met as of June 18, 2026, and the related shares are scheduled to vest on December 31, 2027, subject to his continued service.

Insider Trade Summary

3,000 shares exercised/converted

Exercise 2 txns

Insider Burns James William

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Performance share units	3,000	$0.00	$0.00
Grant/Award	Restricted stock units	3,000	$0.00	$0.00

Holdings After Transaction: Performance share units — 9,000 contracts (Direct); Restricted stock units — 3,000 contracts (Direct)

Footnotes (3)

1. F1. Each performance stock unit represents a contingent right to receive one share of the issuer's common stock.
2. F2. Performance stock units were granted on March 1, 2025, and provide for the vesting of underlying shares upon the achievement of three specified clinical and research milestones established by the compensation & people committee, or board of directors, as applicable. The performance criteria for the specified research milestone was determined by the compensation & people committee to be met as of June 18, 2026. The shares related to such milestone will vest on December 31, 2027, subject to the recipient's continued service.
3. F3. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

Key Figures

Restricted stock units granted: 3,000 units Performance share units exercised: 3,000 units Shares following transactions: 9,000 shares

3 metrics

Restricted stock units granted 3,000 units Grant of RSUs to Chief Legal Officer

Performance share units exercised 3,000 units Exercise or conversion of performance share units

Shares following transactions 9,000 shares Total shares reported after equity transactions

Key Terms

Restricted stock units, Performance share units, clinical and research milestones

3 terms

Restricted stock units financial

"Each restricted stock unit represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Performance share units financial

"Performance stock units were granted on March 1, 2025, and provide for vesting"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

clinical and research milestones financial

"vesting of underlying shares upon the achievement of three specified clinical and research milestones"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2026 - 05:16 PM EDT Learn about SEC filing dates

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^*

Burns James William

(Last) (First) (Middle)

88 SIDNEY STREET

(Street)

CAMBRIDGE MASSACHUSETTS 02139

(City) (State) (Zip)

UNITED STATES

(Country)

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 Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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
Performance share units	(1)	06/18/2026		M			3,000	(2)	(2)	Common stock	3,000	$0	9,000	D
Restricted stock units	(3)	06/18/2026		A		3,000		(2)	(2)	Common stock	3,000	$0	3,000	D

Explanation of Responses:

1. Each performance stock unit represents a contingent right to receive one share of the issuer's common stock.

2. Performance stock units were granted on March 1, 2025, and provide for the vesting of underlying shares upon the achievement of three specified clinical and research milestones established by the compensation & people committee, or board of directors, as applicable. The performance criteria for the specified research milestone was determined by the compensation & people committee to be met as of June 18, 2026. The shares related to such milestone will vest on December 31, 2027, subject to the recipient's continued service.

3. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

Remarks:

	/s/ William Cook, as Attorney in Fact for James Burns	06/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)