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

Rhea-AI Filing Summary

David Scadden, a director of Agios Pharmaceuticals, reported transactions dated 08/27/2025 under a Rule 10b5-1 plan. He exercised an option to acquire 200 shares of common stock at an exercise price of $18.09 and sold 200 shares at $40.00. The Form shows beneficial ownership of common stock of 17,803 shares following the acquisition and 17,603 shares following the sale. The related option was originally granted on June 21, 2022 and vested 100% one year after grant. The filing is signed by William Cook as attorney-in-fact on 08/29/2025.

Positive

• Transactions were executed under a Rule 10b5-1 plan, indicating pre-planned, pre-authorized trades
• Filing includes grant and vesting details for the option (granted June 21, 2022, vested 100% one year after grant), improving transparency

Negative

• None.

Insights

Financial Analyst

TL;DR Routine insider exercise and sale under a 10b5-1 plan; no new material corporate event disclosed.

The Form 4 documents a planned exercise of options and an immediate sale of the same number of shares, executed pursuant to a Rule 10b5-1 trading plan. The exercise price of $18.09 and sale price of $40.00 are explicit. This is a tax- or liquidity-driven insider transaction pattern often seen when options vest. The filing does not state any additional corporate actions, compensation changes, or non-routine disclosures, limiting its impact on Agios' fundamental outlook.

Corporate Governance Expert

TL;DR Properly disclosed 10b5-1 plan activity; documentation and signature comply with Form 4 requirements.

The report identifies the reporting person as a director and checks the box indicating transactions were made under a Rule 10b5-1 plan. The Form includes the grant date for the option (June 21, 2022) and a clear vesting statement. The signature by an attorney-in-fact is provided with a date (08/29/2025), satisfying filing formalities. No governance concerns or deviations from standard Section 16 reporting practices are evident from the text.

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).

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^*

Scadden David

(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)
08/27/2025

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	08/27/2025		M(1)		200	A	$18.09	17,803	D
Common stock	08/27/2025		S(1)		200	D	$40	17,603	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
Stock options (right to buy)	$18.09	08/27/2025		M(1)			200	(2)	06/21/2032	Common stock	200	$0	27,507	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. This option was granted on June 21, 2022. The shares underlying this option vest 100% one year from grant date.

Remarks:

	/s/ William Cook, as Attorney-in-fact for David Scadden	08/29/2025
	** 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 trades did AGIO director David Scadden report on Form 4?

The Form 4 reports that on 08/27/2025 David Scadden exercised 200 option shares at $18.09 and sold 200 common shares at $40.00.

Were the transactions by David Scadden part of a 10b5-1 plan?

Yes. The filing checks the box indicating the transactions were effected pursuant to a Rule 10b5-1 trading plan.

How many shares did David Scadden beneficially own after these transactions?

The Form reports beneficial ownership of common stock as 17,803 shares after the acquisition and 17,603 shares after the sale.

When was the option that was exercised originally granted and when did it vest?

The option was granted on June 21, 2022 and the shares underlying the option vested 100% one year from the grant date.

Who signed the Form 4 filing for David Scadden?

The Form 4 is signed by William Cook, as Attorney-in-fact for David Scadden and dated 08/29/2025.