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Agios (AGIO) CEO settles performance units, sells 19K shares to cover taxes

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Form Type
4

Rhea-AI Filing Summary

Agios Pharmaceuticals Chief Executive Officer Brian Goff reported vesting and settlement of performance share units tied to regulatory milestones, resulting in the delivery of 39,028 shares of common stock. On the same date, 19,068 shares were sold at $34.71 per share to cover tax withholding obligations under durable automatic sale instructions consistent with Rule 10b5-1(c). Following these compensation-related transactions, he holds 184,508 common shares directly.

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Insider Goff Brian
Role Chief Executive Officer
Sold 19,068 shs ($662K)
Type Security Shares Price Value
Exercise Performance share units 25,528 $0.00 --
Exercise Performance share units 13,500 $0.00 --
Exercise Common stock 25,528 $0.00 --
Sale Common stock 12,472 $34.71 $433K
Exercise Common stock 13,500 $0.00 --
Sale Common stock 6,596 $34.71 $229K
Holdings After Transaction: Performance share units — 0 shares (Direct); Common stock — 190,076 shares (Direct)
Footnotes (1)
  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 performance share unit agreement dated August 8, 2022. 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 performance share unit agreement dated March 1, 2024. Each performance share unit represents a contingent right to receive one share of the issuer's common stock. The PSUs were granted on August 8, 2022. The PSUs vest as to 15% of the underlying shares upon the achievement of a specified regulatory milestone and as to the remaining underlying shares upon the achievement of other clinical and regulatory milestones. The performance criteria for the specified regulatory milestone was determined to have been met on April 2, 2026, resulting in the vesting of the PSUs as to 15% of the underlying shares of common stock. Vested shares will be delivered to the reporting person within three business days after such shares become vested. The PSUs were granted on March 1, 2024. The PSUs vest as to 25% of the underlying shares upon the achievement of a specified regulatory milestone and as to the remaining 75% of the underlying shares upon the achievement of a specified commercial milestone. The performance criteria for the specified regulatory milestone was determined to have been met on April 2, 2026, resulting in the vesting of the PSUs as to 25% of the underlying shares. Vested shares will be delivered to the reporting person within three business days after such shares become vested.
Shares from vested PSUs 39,028 shares Common stock delivered from performance share units on April 2, 2026
Shares sold for taxes 19,068 shares Common stock sold to cover tax withholding obligations
Sale price $34.71 per share Price for common stock sales on April 2, 2026
Post-transaction holdings 184,508 shares Common shares directly owned after transactions
2022 PSU vesting portion 15% of underlying shares Vested upon achievement of specified regulatory milestone
2024 PSU vesting portion 25% of underlying shares Vested upon achievement of specified regulatory milestone
Performance share units financial
"Each performance share unit represents a contingent right to receive one share of the issuer's common stock."
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
Regulatory milestone financial
"The PSUs vest as to 15% of the underlying shares upon the achievement of a specified regulatory milestone..."
Commercial milestone financial
"The PSUs vest as to 25% of the underlying shares upon the achievement of a specified regulatory milestone and as to the remaining 75% upon the achievement of a specified commercial milestone."
Rule 10b5-1(c) regulatory
"This transaction was effected pursuant to durable automatic sale instructions consistent with the affirmative defense to liability under Section 10(b)... under Rule 10b5-1(c)."
Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.
Tax withholding obligation financial
"Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance share units."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Goff Brian
(Last)(First)(Middle)
C/O AGIOS PHARMACEUTICALS, INC.
88 SIDNEY STREET
(Street)
CAMBRIDGE MASSACHUSETTS 02139
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
AGIOS PHARMACEUTICALS, INC. [ AGIO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common stock04/02/2026M25,528A$0190,076D
Common stock04/02/2026S(1)12,472D$34.71177,604D
Common stock04/02/2026M13,500A$0191,104D
Common stock04/02/2026S(2)6,596D$34.71184,508D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance share units(3)04/02/2026M25,528 (4) (4)Common stock25,528$00D
Performance share units(3)04/02/2026M13,500 (5) (5)Common stock13,500$040,500D
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 performance share unit agreement dated August 8, 2022.
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 performance share unit agreement dated March 1, 2024.
3. Each performance share unit represents a contingent right to receive one share of the issuer's common stock.
4. The PSUs were granted on August 8, 2022. The PSUs vest as to 15% of the underlying shares upon the achievement of a specified regulatory milestone and as to the remaining underlying shares upon the achievement of other clinical and regulatory milestones. The performance criteria for the specified regulatory milestone was determined to have been met on April 2, 2026, resulting in the vesting of the PSUs as to 15% of the underlying shares of common stock. Vested shares will be delivered to the reporting person within three business days after such shares become vested.
5. The PSUs were granted on March 1, 2024. The PSUs vest as to 25% of the underlying shares upon the achievement of a specified regulatory milestone and as to the remaining 75% of the underlying shares upon the achievement of a specified commercial milestone. The performance criteria for the specified regulatory milestone was determined to have been met on April 2, 2026, resulting in the vesting of the PSUs as to 25% of the underlying shares. 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 Brian Goff04/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did AGIO CEO Brian Goff report in this Form 4 filing?

Brian Goff reported vesting and settlement of performance share units into 39,028 shares of Agios common stock, plus related sales. The sales were executed to cover tax withholding obligations, not discretionary open-market selling, under durable automatic instructions consistent with Rule 10b5-1(c).

How many AGIO shares did Brian Goff sell and at what price?

He sold a total of 19,068 shares of Agios common stock at $34.71 per share. According to the footnotes, these sales were specifically to satisfy tax withholding obligations associated with vested performance share units under automatic Rule 10b5-1(c) sale instructions.

How many AGIO shares does Brian Goff own after these transactions?

After the reported transactions, Brian Goff directly owns 184,508 shares of Agios common stock. This figure reflects his position following the delivery of vested performance share units and the sale of a portion of shares to cover related tax withholding obligations.

What triggered the vesting of Brian Goff’s performance share units at AGIO?

The performance share units vested upon achievement of specified regulatory milestones described in the 2022 and 2024 PSU grants. The performance criteria for these milestones were determined to have been met on April 2, 2026, causing a portion of the underlying shares to vest and be delivered.

How are Brian Goff’s AGIO performance share units structured?

Each performance share unit represents a contingent right to receive one share of Agios common stock. The 2022 grant vests 15% on a regulatory milestone and the remainder on other clinical and regulatory milestones, while the 2024 grant vests 25% on a regulatory milestone and 75% on a commercial milestone.

Were Brian Goff’s AGIO share sales discretionary or pre-arranged?

The share sales were pre-arranged under durable automatic sale instructions included in his performance share unit agreements. These instructions are described as consistent with the affirmative defense to liability under Section 10(b) and Rule 10b5-1(c), and were used to cover tax withholding obligations.