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Agios (NASDAQ: AGIO) CEO Brian Goff receives 39,000 stock-based awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Goff Brian
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Performance share units 39,000 $0.00 --
Grant/Award Restricted stock units 39,000 $0.00 --
Holdings After Transaction: Performance share units — 39,000 shares (Direct, null); Restricted stock units — 39,000 shares (Direct, null)
Footnotes (1)
  1. Each performance stock unit represents a contingent right to receive one share of the issuer's common stock. 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. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
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
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.
Performance share units financial
"Each performance stock unit represents a contingent right to receive one share"
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.
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"
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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).
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)
06/18/2026		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
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(1)06/18/2026M39,000 (2) (2)Common stock39,000$039,000D
Restricted stock units(3)06/18/2026A39,000 (2) (2)Common stock39,000$039,000D
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 Goff06/23/2026
** 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 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.

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.

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.

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.