AGIOS (AGIO) legal chief gains RSUs, options and sells shares for taxes

Rhea-AI Filing Summary

AGIOS PHARMACEUTICALS, INC. Chief Legal Officer James William Burns reported multiple equity transactions. On March 1, 2026, he received grants of 14,000 restricted stock units and 52,000 stock options, both vesting over several years beginning March 1, 2027. On March 2, 2026, he exercised previously granted restricted stock units into common shares and reported open-market sales totaling 5,218 common shares at $28.96 per share to cover tax withholding obligations related to performance share vesting. These sales were executed under durable automatic sale instructions consistent with Rule 10b5-1(c). Following these transactions, he directly held 44,086 common shares.

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^*

Burns James William

(Last) (First) (Middle)

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 Legal 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		4,000	A	$0	35,718	D
Common stock	03/02/2026		S(1)		1,187	D	$28.96	34,531	D
Common stock	03/02/2026		M		5,666	A	$0	40,197	D
Common stock	03/02/2026		S(2)		1,681	D	$28.96	38,516	D
Common stock	03/02/2026		M		4,000	A	$0	42,516	D
Common stock	03/02/2026		S(3)		1,187	D	$28.96	41,329	D
Common stock	03/02/2026		M		3,920	A	$0	45,249	D
Common stock	03/02/2026		S(3)		1,163	D	$28.96	44,086	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			4,000	(7)	(7)	Common stock	4,000	$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			3,920	(9)	(9)	Common stock	3,920	$0	7,839	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 James Burns	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).
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FAQ

What insider transactions did AGIO Chief Legal Officer James Burns report?

James Burns reported equity awards, option grants, derivative exercises, and tax-related share sales. On March 1–2, 2026, he received new restricted stock units and options, exercised vested units into common stock, and sold shares to satisfy tax withholding tied to performance share vesting.

How many AGIOS PHARMACEUTICALS (AGIO) shares did James Burns sell?

James Burns reported selling 5,218 shares of AGIOS common stock. The sales occurred on March 2, 2026 at a reported price of $28.96 per share and were executed specifically to cover tax withholding obligations from vesting performance share units under pre-set automatic instructions.

Were James Burns’ AGIO share sales discretionary or under a 10b5-1 plan?

The share sales were executed under durable automatic sale instructions consistent with Rule 10b5-1(c). Footnotes state the transactions covered tax withholding on vesting performance share units and were pre-programmed in restricted stock unit agreements dated March 1, 2023, 2024, and 2025.

What new equity awards did James Burns receive from AGIOS PHARMACEUTICALS?

James Burns received 14,000 restricted stock units and 52,000 stock options on March 1, 2026. The RSUs begin vesting in three equal annual installments from March 1, 2027, while the options vest 25% on March 1, 2027, with the remaining 75% vesting in 36 equal monthly installments.

How many AGIOS PHARMACEUTICALS shares does James Burns own after these transactions?

After the reported March 2, 2026 transactions, James Burns directly held 44,086 shares of AGIOS common stock. This figure reflects the net result of derivative exercises converting restricted stock units into common stock and open-market sales executed to cover related tax withholding obligations.

What do the restricted stock unit terms for AGIO’s James Burns specify?

Each restricted stock unit represents a contingent right to receive one share of AGIOS common stock. Various RSU grants made in 2023, 2024, 2025, and 2026 vest in three equal annual installments beginning one year after the respective March 1 grant dates, as described in the footnotes.