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  4. [Form 4] AGIOS PHARMACEUTICALS, INC. Insider Trading Activity

AGIOS (NASDAQ: AGIO) CFO receives RSUs and milestone-based performance share units

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

Rhea-AI Filing Summary

Jones Cecilia reported acquisition or exercise transactions in this Form 4 filing.

AGIOS PHARMACEUTICALS, INC. Chief Financial Officer Cecilia Jones reported equity compensation activity involving restricted stock units and performance share units. She received a grant of 3,000 restricted stock units, each representing a contingent right to one share of common stock. A separate award of 3,000 performance share units tied to a specified research milestone had its performance criteria determined to be met as of June 18, 2026. The underlying shares for this milestone are scheduled to vest on December 31, 2027, subject to her continued service.

Positive

  • None.

Negative

  • None.
Insider Jones Cecilia
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Performance share units 3,000 $0.00 --
Grant/Award Restricted stock units 3,000 $0.00 --
Holdings After Transaction: Performance share units — 9,000 shares (Direct, null); Restricted stock units — 3,000 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 3,000 units Grant of restricted stock units to CFO on June 18, 2026
Performance share units tied to milestone 3,000 units Performance criteria determined met as of June 18, 2026
Vesting date for milestone-related shares December 31, 2027 Scheduled vesting for shares underlying the research milestone PSUs
Total derivative transaction count 2 transactions Form 4 derivative-type entries for RSUs and PSUs
Performance units exercisable into common stock 1 unit = 1 share Each performance share unit represents a right to one common share
Restricted stock units financial
"Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock."
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 of the issuer's common stock."
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
"Each performance stock unit represents a contingent right to receive one share of the issuer's common stock."
clinical and research milestones financial
"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"
compensation & people committee financial
"milestones established by the compensation & people committee, or board of directors, as applicable."
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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*
Jones Cecilia
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial 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)06/18/2026M3,000 (2) (2)Common stock3,000$09,000D
Restricted stock units(3)06/18/2026A3,000 (2) (2)Common stock3,000$03,000D
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 Cecilia Jones06/23/2026
** 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 did AGIO CFO Cecilia Jones report in this Form 4 transaction?

Cecilia Jones reported equity compensation activity, including 3,000 restricted stock units and 3,000 performance share units. Both instruments represent contingent rights to AGIOS common stock, reflecting non-cash compensation rather than open-market share purchases or sales.

How many restricted stock units did AGIO grant to its CFO Cecilia Jones?

Cecilia Jones received a grant of 3,000 restricted stock units. Each unit represents a contingent right to receive one share of AGIOS PHARMACEUTICALS common stock, aligning part of her compensation with the company’s future share performance.

What are the performance share units reported by AGIO CFO Cecilia Jones?

The filing shows 3,000 performance share units linked to clinical and research milestones. Each unit corresponds to one share of common stock, with vesting dependent on achieving specified milestones and the executive’s continued service with AGIOS PHARMACEUTICALS.

When were the performance share units for AGIO’s CFO originally granted?

The performance share units were granted on March 1, 2025. They were structured to vest based on three specified clinical and research milestones determined by AGIOS’s compensation & people committee or its board of directors, as applicable.

What milestone triggered the performance determination for AGIO’s performance share units?

The performance criteria for a specified research milestone were determined to be met as of June 18, 2026. This determination relates to performance share units whose vesting depends on achieving clinical and research milestones set by AGIOS’s compensation & people committee.