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

Rhea-AI Filing Summary

Form 4 filing overview for Agios Pharmaceuticals (AGIO)

Director Dr. David Scadden reported multiple equity transactions dated 18-20 June 2025. The filing shows:

• Table I – Common stock: On 20 June 2025, Scadden acquired 2,120 shares of common stock through a Rule 16b-3 “M” transaction (settlement of previously granted RSUs). Post-transaction direct ownership stands at 17,603 shares.
• Table II – New equity awards (18 June 2025):
  • RSUs: 2,816 restricted stock units, each convertible into one share, vesting in full on 18 Jun 2026.
  • Stock options: 15,768 options with a $35.50 exercise price, vesting 100 % on 18 Jun 2026 and expiring 18 Jun 2035.
• Derivative settlement (20 June 2025): The earlier 2,120 RSUs granted 20 Jun 2024 were settled for an equal number of common shares; no derivative balance remains.

No sale of common shares occurred, and all holdings are disclosed as directly owned. These awards reflect routine director compensation and do not, by themselves, signify a change in corporate strategy or financial outlook.

Insights

Equity Compensation Analyst

TL;DR: Routine director equity grants; no shares sold; minimal market impact.

The filing represents Agios’ standard annual director equity package—an option block (15,768 shares @ $35.50) plus 2,816 RSUs. Vesting is one-year cliff, matching prior patterns, suggesting alignment incentives rather than immediate liquidity. Settlement of 2,120 RSUs merely converts a maturing award to stock, increasing Scadden’s direct stake to 17,603 shares. Absence of open-market sales indicates neutral-to-positive signalling but, given the small relative size versus AGIO’s float, the disclosure is not materially market-moving.

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^*

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)
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	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
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 David Scadden	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

How many Agios (AGIO) shares did Director David Scadden acquire in June 2025?

He acquired 2,120 common shares on 20 Jun 2025 through the settlement of vested RSUs.

What new equity awards did David Scadden receive from Agios Pharmaceuticals?

On 18 Jun 2025 he received 2,816 RSUs and 15,768 stock options with a $35.50 strike price.

When do the newly granted RSUs and options to Scadden vest?

Both the RSUs and the options vest 100 % on 18 June 2026.

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

No. The Form 4 shows only acquisitions and option/RSU grants; no sales were disclosed.

What is David Scadden’s total direct ownership after the reported transactions?

Following the transactions, he directly owns 17,603 AGIO common shares.