Agios (NASDAQ: AGIO) executive sells 2,959 shares to cover RSU tax

Rhea-AI Filing Summary

Agios Pharmaceuticals executive Krishnan Viswanadhan, Chief Corp Dev & Strategy, reported several equity transactions on March 5, 2026 tied to restricted stock units (RSUs). He exercised 8,100 RSUs, converting them into 8,100 shares of common stock at a price of $0.00 per share, reflecting the nature of RSUs as equity awards rather than open-market purchases. Following this, 2,959 common shares were sold at $27.80 per share to cover tax withholding obligations related to the RSU vesting, under durable automatic sale instructions consistent with Rule 10b5-1(c). After these transactions, he directly held 16,200 RSUs and 5,141 common shares. The RSUs were granted on March 5, 2025, with the underlying shares scheduled to vest in three equal annual installments beginning March 5, 2026.

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

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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^*

Viswanadhan Krishnan

(Last) (First) (Middle)

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 Corp Dev & Strategy

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		M		8,100	A	$0	8,100	D
Common stock	03/05/2026		S(1)		2,959	D	$27.8	5,141	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)	03/05/2026		M			8,100	(3)	(3)	Common stock	8,100	$0	16,200	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 March 5, 2025.

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 March 5, 2025. Beginning on March 5, 2026, the shares underlying the restricted stock units will vest in three equal annual installments.

Remarks:

	/s/ William Cook, as Attorney in Fact for Krishnan Viswanadhan	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did AGIO executive Krishnan Viswanadhan report?

Krishnan Viswanadhan exercised 8,100 restricted stock units into 8,100 Agios common shares and sold 2,959 common shares. The sale was to cover tax withholding obligations arising from RSU vesting under pre-set Rule 10b5-1(c) automatic sale instructions.

How many Agios (AGIO) shares did the executive sell and at what price?

He sold 2,959 shares of Agios common stock at $27.80 per share. According to the filing, these shares were sold specifically to satisfy tax withholding obligations triggered by the vesting of his restricted stock units, not as a discretionary open-market liquidation.

What RSU activity did the AGIO Form 4 filing disclose for Krishnan Viswanadhan?

The filing shows the exercise of 8,100 restricted stock units, each representing a contingent right to one Agios common share. These RSUs were originally granted on March 5, 2025, and begin vesting in three equal annual installments starting March 5, 2026, according to the disclosure.

Why were some Agios (AGIO) shares sold in this insider transaction?

The 2,959 Agios shares were sold to cover tax withholding obligations from RSU vesting. The transaction followed durable automatic sale instructions embedded in the RSU agreement, designed to fit the affirmative defense framework under Rule 10b5-1(c) of the Securities Exchange Act.

How many Agios shares and RSUs does Krishnan Viswanadhan hold after the transactions?

After the reported transactions, he directly holds 5,141 shares of Agios common stock and 16,200 restricted stock units. The RSUs will deliver additional common shares over time as they vest in three equal annual installments beginning March 5, 2026, per the grant terms.

When do Krishnan Viswanadhan’s Agios restricted stock units start vesting?

The restricted stock units were granted on March 5, 2025, and the underlying shares start vesting on March 5, 2026. Vesting occurs in three equal annual installments from that date, meaning portions of the award become deliverable each year over a three-year period.