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

Rhea-AI Filing Summary

Insider transactions by Director David Scadden show option exercise and a share sale under a 10b5-1 plan. On 10/08/2025 Mr. Scadden exercised 200 stock options with an $18.09 exercise price, creating 200 new shares.

He simultaneously sold 200 shares at $41, leaving him with 17,603 shares of common stock directly and 27,107 shares underlying options and other derivative holdings in total. The exercise option was originally granted on 06/21/2022 and vests 100% one year from the grant date. The transactions were made pursuant to a Rule 10b5-1 trading plan.

Positive

• Use of a Rule 10b5-1 plan indicates trades were pre-planned and intended to meet insider-trading safe-harbor conditions
• Option exercise used a lower strike price ($18.09) to generate shares without increasing outstanding option overhang materially

Negative

• Insider sale of 200 shares at $41 modestly reduced direct holdings to 17,603 shares

Insights

Corporate Governance Analyst

Director used a pre-established 10b5-1 plan to exercise options and sell shares.

The trades show a structured liquidity action rather than ad hoc selling: the shares were sold under a Rule 10b5-1 plan and the option exercise occurred the same day, producing 200 newly issued shares from an option with an $18.09 strike.

This reduces direct holdings modestly to 17,603 shares while leaving 27,107 total shares when counting exercisable options. Monitor subsequent Form 4 filings for additional plan-based trades within the next 12 months for changes to insider ownership profiles.

Equity Compensation Specialist

Option grant and vesting timeline is clear: grant on 06/21/2022 with full vesting after one year.

The reported option exercised was granted on 06/21/2022 and vests 100% one year from grant date, indicating the exercised options were fully vested and available for sale. The exercise and sale at different prices ($18.09 exercise, $41 sale) reflect common liquidity from option monetization.

Watch for any tax-related or planned periodic exercises tied to company option schedules and for disclosures if additional option tranches become exercisable through 06/21/2026 or other stated expirations.

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)
10/08/2025

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	10/08/2025		M(1)		200	A	$18.09	17,803	D
Common stock	10/08/2025		S(1)		200	D	$41	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	10/08/2025		M(1)			200	(2)	06/21/2032	Common stock	200	$0	27,107	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	10/10/2025
	** 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 Director David Scadden do on 10/08/2025?

He exercised 200 stock options at an $18.09 strike and sold 200 shares at $41 pursuant to a Rule 10b5-1 trading plan.

How many AGIO shares does David Scadden own after these transactions?

He beneficially owns 17,603 common shares directly and has 27,107 shares total including exercisable options and derivatives.

Were these trades part of a planned program?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

When was the option that was exercised originally granted?

The option was granted on 06/21/2022 and vests 100% one year from the grant date.

What prices were involved in the exercise and sale?

The exercise price was $18.09 and the sale price reported was $41 per share.