Agios (NASDAQ: AGIO) CCO Milanova details RSU vesting, tax sale in Form 4

Rhea-AI Filing Summary

Agios Pharmaceuticals Chief Commercial Officer Tsveta Milanova reported the vesting and related sale of company stock. On January 5, 2026, 8,475 restricted stock units were converted into an equal number of Agios common shares at an exercise price of $0. On the same day, 2,872 of those shares were sold at $27.02 per share to cover tax withholding obligations, under durable automatic sale instructions intended to satisfy Rule 10b5-1(c). After these transactions, Milanova directly held 34,793 shares of Agios common stock.

Insider Trade Summary

Net Seller: 2,872 shares ($77,601)

Net Sell 3 txns

Insider Milanova Tsveta

Role Chief Commercial Officer

Sold 2,872 shs ($78K)

Type	Security	Shares	Price	Value
Exercise	Restricted stock units	8,475	$0.00	--
Exercise	Common stock	8,475	$0.00	--
Sale	Common stock	2,872	$27.02	$78K

Holdings After Transaction: Restricted stock units — 0 shares (Direct); Common stock — 37,665 shares (Direct)

Footnotes (1)

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 January 3, 2023. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units were granted on January 3, 2023. Beginning on January 3, 2024, the shares underlying the restricted stock units will vest in three equal annual installments.

Form 4 Insider Transactions: What Each Field Means →

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^*

Milanova Tsveta

(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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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	01/05/2026		M		8,475	A	$0	37,665	D
Common stock	01/05/2026		S(1)		2,872	D	$27.02	34,793	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)	01/05/2026		M			8,475	(3)	(3)	Common stock	8,475	$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 January 3, 2023.

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 January 3, 2023. Beginning on January 3, 2024, the shares underlying the restricted stock units will vest in three equal annual installments.

Remarks:

	/s/ William Cook, as Attorney in Fact for Tsveta Milanova	01/07/2026
	** 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.

FAQ

What insider transaction did AGIO Chief Commercial Officer Tsveta Milanova report?

Tsveta Milanova reported the vesting of 8,475 restricted stock units into Agios common stock and the sale of 2,872 shares of common stock on January 5, 2026.

At what price were Agios (AGIO) shares sold in Tsveta Milanova’s Form 4 filing?

The Form 4 shows that 2,872 shares of Agios common stock were sold at a price of $27.02 per share.

Why did AGIO’s Chief Commercial Officer sell 2,872 shares of common stock?

The filing explains that the 2,872 shares were sold to cover the tax withholding obligation arising from the vesting of Milanova’s restricted stock units.

Were Tsveta Milanova’s Agios (AGIO) stock sales under a Rule 10b5-1 plan?

Yes. The sale to cover taxes was effected under durable automatic sale instructions intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

How many Agios (AGIO) shares does Tsveta Milanova hold after the reported transactions?

After the reported vesting and sale, Tsveta Milanova directly beneficially owned 34,793 shares of Agios common stock.

What are the key terms of Tsveta Milanova’s restricted stock units at Agios (AGIO)?

Each restricted stock unit represents a right to receive one share of Agios common stock. The units were granted on January 3, 2023, and the underlying shares vest in three equal annual installments beginning January 3, 2024.