When were the performance stock units for AGIO’s CEO granted and when will related shares vest?

The performance stock units were granted on March 1, 2025. For a specified research milestone met as of June 18, 2026, the related underlying shares are scheduled to vest on December 31, 2027, subject to Brian Goff’s continued service.

What milestone conditions affect Brian Goff’s performance share units at Agios Pharmaceuticals?

The performance share units vest upon achievement of three specified clinical and research milestones. The compensation & people committee determined that performance criteria for one research milestone were met as of June 18, 2026, triggering future vesting of the related shares, assuming continued service.

Agios CEO awarded 39,000 stock units

Q: What are the terms of Brian Goff’s performance share units at Agios (AGIO)?

Each performance share unit represents a contingent right to one common share. These units vest only upon achievement of three specified clinical and research milestones set by the compensation & people committee or the board of directors, tying compensation to defined operational goals.

AGIOS PHARMACEUTICALS, INC.

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Form Type

Rhea-AI Filing Summary

AGIOS PHARMACEUTICALS, INC. Chief Executive Officer Brian Goff reported equity compensation activity involving 39,000 shares. He received a grant of 39,000 restricted stock units, each representing a contingent right to receive one share of common stock. In addition, 39,000 performance share units tied to clinical and research milestones were exercised into underlying common stock. The performance criteria for a specified research milestone were determined to be met as of June 18, 2026, and the related shares are scheduled to vest on December 31, 2027, subject to his continued service.

Insider Trade Summary

39,000 shares exercised/converted

Exercise 2 txns

Insider Goff Brian

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Performance share units	39,000	$0.00	$0.00
Grant/Award	Restricted stock units	39,000	$0.00	$0.00

Holdings After Transaction: Performance share units — 39,000 contracts (Direct); Restricted stock units — 39,000 contracts (Direct)

Footnotes (3)

F1. Each performance stock unit represents a contingent right to receive one share of the issuer's common stock.
F2. Performance stock units were granted on March 1, 2025, and provide for the vesting of underlying shares upon the achievement of three specified clinical and research milestones established by the compensation & people committee, or board of directors, as applicable. The performance criteria for the specified research milestone was determined by the compensation & people committee to be met as of June 18, 2026. The shares related to such milestone will vest on December 31, 2027, subject to the recipient's continued service.
F3. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

Key Figures

Restricted stock units granted: 39,000 units Performance share units exercised: 39,000 units PSU grant date: March 1, 2025 +3 more

6 metrics

Restricted stock units granted 39,000 units Grant reported for CEO Brian Goff

Performance share units exercised 39,000 units Derivative exercise into underlying common stock

PSU grant date March 1, 2025 Grant of performance stock units

Milestone achievement date June 18, 2026 Research milestone performance criteria met

Vesting date for related shares December 31, 2027 Vesting subject to continued service

Underlying common shares per unit 1 share per unit Both RSUs and PSUs each equal one common share

Key Terms

Restricted stock units, Performance share units, contingent right, clinical and research milestones, +1 more

5 terms

Restricted stock units financial

"Each restricted stock unit represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

contingent right financial

"represents a contingent right to receive one share of the issuer's common stock"

clinical and research milestones financial

"provide for the vesting of underlying shares upon the achievement of three specified clinical and research milestones"

compensation & people committee financial

"milestones established by the compensation & people committee, or board of directors"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did AGIO CEO Brian Goff report on this Form 4?

Brian Goff reported equity awards involving 39,000 shares. He received 39,000 restricted stock units and exercised 39,000 performance share units into underlying common stock, all as part of his compensation, with no open-market buying or selling disclosed.

How many restricted stock units did AGIO grant to CEO Brian Goff?

AGIOS PHARMACEUTICALS granted Brian Goff 39,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the company’s common stock, aligning his compensation with future company performance and share price.

Does the Form 4 for AGIO’s CEO involve open-market stock purchases or sales?

The Form 4 reports only equity compensation activity, not open-market trades. It shows a grant of restricted stock units and an exercise of performance share units into underlying common stock, with no reported buying or selling on the open market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2026 - 05:17 PM EDT

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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance share units	⁽¹⁾	06/18/2026		M			39,000	⁽²⁾	⁽²⁾	Common stock	39,000	$0	39,000	D
Restricted stock units	⁽³⁾	06/18/2026		A		39,000		⁽²⁾	⁽²⁾	Common stock	39,000	$0	39,000	D

Explanation of Responses:

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

2. Performance stock units were granted on March 1, 2025, and provide for the vesting of underlying shares upon the achievement of three specified clinical and research milestones established by the compensation & people committee, or board of directors, as applicable. The performance criteria for the specified research milestone was determined by the compensation & people committee to be met as of June 18, 2026. The shares related to such milestone will vest on December 31, 2027, subject to the recipient's continued service.

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

Remarks:

	/s/ William Cook, as Attorney in Fact for Brian Goff	06/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR