[Form 4] AGIOS PHARMACEUTICALS, INC. Insider Trading Activity
AGIOS PHARMACEUTICALS, INC.
Rhea-AI Filing Summary
AGIOS PHARMACEUTICALS, INC. Chief Medical Officer Sarah Gheuens exercised performance share units that converted into 8,500 shares of common stock on April 2, 2026 after a specified regulatory milestone was achieved.
Each performance share unit represented a contingent right to receive one share of common stock, and the grant was originally made on March 1, 2024. Following this vesting and exercise, Gheuens sold 2,940 shares of common stock at $34.71 per share to cover tax withholding obligations under durable automatic sale instructions consistent with Rule 10b5-1(c). After these transactions, she directly owns 80,277 common shares, which include 311 shares purchased through the company’s employee stock purchase plan.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
3 txns
Insider
Gheuens Sarah
Role
Chief Medical Officer
Sold
2,940 shs ($102K)
Approx. gross sale proceeds
$102K
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance share units | 8,500 | $0.00 | $0.00 |
| Exercise | Common stock | 8,500 | $0.00 | $0.00 |
| Sale | Common stock | 2,940 | $34.71 | $102K |
Holdings After Transaction:
Performance share units — 8,500 contracts (Direct);
Common stock — 80,277 shares (Direct)
Footnotes (4)
- F1. Includes 311 shares purchased through the Company's employee stock purchase plan.
- F2. 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.
- F3. Each performance share unit represents a contingent right to receive one share of the issuer's common stock.
- F4. The PSUs were granted on March 1, 2024. The PSUs vest as to 50% of the underlying shares upon the achievement of a specified regulatory milestone and as to the remaining 50% 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 50% of the underlying shares. Vested shares will be delivered to the reporting person within three business days after such shares become vested.
Key Figures
PSUs exercised: 8,500 units/shares
Shares sold: 2,940 shares
Sale price: $34.71 per share
+3 more
6 metrics
PSUs exercised
8,500 units/shares
Performance share units converted into common stock on April 2, 2026
Shares sold
2,940 shares
Common stock sold to cover tax withholding on April 2, 2026
Sale price
$34.71 per share
Price for 2,940 common shares sold
Shares owned after
80,277 shares
Direct AGIO common stock holdings following transactions
ESPP shares
311 shares
Portion of holdings from employee stock purchase plan
Net shares gained
5,560 shares
8,500 shares from PSU exercise minus 2,940 shares sold
Key Terms
Performance share units, employee stock purchase plan, Rule 10b5-1(c), regulatory milestone, +1 more
5 terms
employee stock purchase plan financial
"Includes 311 shares purchased through the Company's employee stock purchase plan."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Rule 10b5-1(c) regulatory
"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.
regulatory milestone financial
"The PSUs vest as to 50% of the underlying shares upon the achievement of a specified regulatory milestone"
commercial milestone financial
"and as to the remaining 50% of the underlying shares upon the achievement of a specified commercial milestone."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did AGIO Chief Medical Officer Sarah Gheuens report in this Form 4?
Sarah Gheuens reported exercising performance share units into 8,500 AGIO common shares and selling 2,940 shares at $34.71 on April 2, 2026. The sale was made to cover tax withholding tied to the vesting of these performance-based awards under pre-set instructions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
