Agios Pharma CLO Gets $200K in Performance Shares, Sells Portion for Taxes

Accepted by SEC EDGAR 06/26/2025 - 05:26 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

James William Burns, Chief Legal Officer of Agios Pharmaceuticals (AGIO), reported significant insider transactions on June 24, 2025:

• Acquired 6,000 shares through the vesting of Performance Share Units (PSUs) at $0 exercise price
• Subsequently sold 2,799 shares at $33.54 per share to cover tax withholding obligations
• Following these transactions, Burns now directly owns 28,650 shares

The PSUs were originally granted on March 1, 2023, with 50% vesting upon achievement of a research milestone and 50% upon a regulatory milestone. The reported transaction reflects the vesting of the first 50% as the research milestone was met. The share sale was executed under a pre-established Rule 10b5-1 trading plan, providing an affirmative defense against insider trading liability.

Positive

• Performance milestone achievement: Company met specified research milestone, triggering 50% vesting of PSUs, indicating successful R&D progress

Negative

• None.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Burns James William

Role Chief Legal Officer

Sold 2,799 shs ($94K)

Approx. gross sale proceeds $94K

Approx. exercise cost $0.00

Share of Position Sold 8.9%

Type	Security	Shares	Price	Value
Exercise	Performance share units	6,000	$0.00	$0.00
Exercise	Common stock	6,000	$0.00	$0.00
Sale	Common stock	2,799	$33.54	$94K

Holdings After Transaction: Performance share units — 6,000 contracts (Direct); Common stock — 28,650 shares (Direct)

Holdings Before and After: Performance share units, 12,000 to 6,000 contracts (Direct); Common stock, 25,449 to 28,650 shares (Direct)

Other Insiders: 4 other insiders reported open-market sales of this stock in the 30 days up to this filing.

Footnotes (3)

1. F1. 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, 2023.
2. F2. Each performance share unit represents a contingent right to receive one share of the issuer's common stock.
3. F3. The PSUs were granted on March 1, 2023. The PSUs vest as to 50% of the underlying shares upon the achievement of a specified research milestone and as to the remaining 50% of the underlying shares upon the achievement of a specified regulatory milestone. The performance criteria for the specified research milestone was determined to have been met on June 24, 2025, resulting in the vesting of the PSUs as to 50% of the underlying shares. Vested shares will be delivered to the reporting person within three business days after such shares become vested.

FAQ

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

What insider trading activity occurred at AGIO on June 24, 2025?

James William Burns, AGIO's Chief Legal Officer, acquired 6,000 shares through performance share units (PSUs) vesting and subsequently sold 2,799 shares at $33.54 per share to cover tax withholding obligations.

How many AGIO shares does James Burns own after the June 24, 2025 transactions?

Following the reported transactions, James Burns directly owns 28,650 shares of AGIO common stock.

What was the vesting trigger for AGIO's performance share units in June 2025?

The PSUs vested as to 50% of the underlying shares upon achievement of a specified research milestone, which was determined to have been met on June 24, 2025. The remaining 50% will vest upon achievement of a specified regulatory milestone.

Was AGIO's insider sale conducted under Rule 10b5-1?

Yes, the sale was executed pursuant to durable automatic sale instructions under Rule 10b5-1(c), which were included in the performance share unit agreement dated March 1, 2023, providing an affirmative defense to liability under Section 10(b).

What is the exercise price of AGIO's performance share units granted to James Burns?

The PSUs were granted with no exercise price ($0), with each PSU representing a contingent right to receive one share of AGIO's common stock upon meeting specified performance milestones.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Burns James William

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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	06/24/2025		M		6,000	A	$0	31,449	D
Common stock	06/24/2025		S(1)		2,799	D	$33.54	28,650	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
Performance share units	(2)	06/24/2025		M			6,000	(3)	(3)	Common stock	6,000	$0	6,000	D

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 March 1, 2023.

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

3. The PSUs were granted on March 1, 2023. The PSUs vest as to 50% of the underlying shares upon the achievement of a specified research milestone and as to the remaining 50% of the underlying shares upon the achievement of a specified regulatory milestone. The performance criteria for the specified research milestone was determined to have been met on June 24, 2025, resulting in the vesting of the PSUs as to 50% 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 James Burns	06/26/2025
	** 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.