[Form 4] AGIOS PHARMACEUTICALS, INC. Insider Trading Activity

Rhea-AI Filing Summary

Cecilia Jones, Chief Financial Officer of Agios Pharmaceuticals (AGIO) reported the vesting of 7,472 restricted stock units and a contemporaneous automatic sale of 3,651 shares to satisfy tax withholding obligations. The sale price reported was $36.77 per share, and following these transactions she beneficially owned 33,870 shares. The RSUs were originally granted on September 26, 2022 and vest in three equal annual installments beginning September 26, 2023. The tax-withholding sale was executed under pre-existing durable automatic sale instructions consistent with a Rule 10b5-1 plan.

Positive

• Use of Rule 10b5-1 plan for the tax-withholding sale indicates pre-established, compliant trading instructions
• Transparent disclosure of RSU grant date, vesting schedule, sale quantity, and sale price

Negative

• Insider sale of 3,651 shares occurred (sold to cover tax withholding), which may be viewed negatively by some investors despite being routine

Insights

Financial Analyst

TL;DR: Routine RSU vesting with a tax-covering sale; no evidence of unusual trading or material change to ownership stake.

The filing shows 7,472 RSUs vested and an automatic sale of 3,651 shares at $36.77 to cover taxes, leaving 33,870 shares beneficially owned by the CFO. This is a standard equity compensation settlement and an automation under a Rule 10b5-1 instruction, which reduces information asymmetry about timing. The transactions do not, by themselves, indicate a change in corporate outlook or liquidity needs.

Corporate Governance Expert

TL;DR: Disclosure reflects compliant insider activity and use of a pre-set plan to manage tax obligations.

The report documents compliance with Section 16 reporting and notes the use of durable automatic sale instructions included in the RSU agreement. That procedural detail is governance-positive because it demonstrates pre-established, rule-compliant handling of equity vesting and tax obligations by a named executive officer. There are no governance red flags such as off-cycle discretionary sales or unexplained transfers.

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Jones Cecilia

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

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	09/26/2025		M		7,472	A	$0	37,521	D
Common stock	09/26/2025		S(1)		3,651	D	$36.77	33,870	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	(2)	09/26/2025		M			7,472	(3)	(3)	Common stock	7,472	$0	0	D

Explanation of Responses:

1. Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's restricted stock 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 September 26, 2022.

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

3. The restricted stock units were granted on September 26, 2022. Beginning on September 26, 2023, the shares underlying the restricted stock units vest in three equal annual installments.

Remarks:

	/s/ William Cook, as attorney-in-fact for Cecilia Jones	09/30/2025
	** 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 CFO Cecilia Jones report on the Form 4?

The filing reports 7,472 RSUs vested and an automatic sale of 3,651 shares at $36.77 to cover tax withholding, leaving 33,870 shares beneficially owned.

Why were shares sold in the Form 4 transaction for AGIO?

Shares were sold to satisfy the tax withholding obligation arising from vesting of restricted stock units, pursuant to durable automatic sale instructions.

When were the RSUs granted and how do they vest?

The restricted stock units were granted on September 26, 2022 and vest in three equal annual installments beginning September 26, 2023.

How many shares does Cecilia Jones beneficially own after the transactions?

Following the reported vesting and sale, she beneficially owned 33,870 shares.

What was the sale price per share for the tax-withholding sale?

The shares sold to cover taxes were reported at $36.77 per share.