Were Sarah Gheuens’ Agios (AGIO) share sales made under a Rule 10b5-1 trading arrangement?

Yes. The disclosure explains the tax-related sale was executed under durable automatic sale instructions consistent with the affirmative defense under Rule 10b5-1(c). These instructions were included in her restricted stock unit agreement dated July 1, 2023.

Agios (NASDAQ: AGIO) CMO nets shares after RSU vesting and tax sale

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Agios Pharmaceuticals Chief Medical Officer Sarah Gheuens reported routine equity compensation activity and related tax sales. On July 1, 2026, 8,375 restricted stock units converted into an equal number of common shares as part of a scheduled vesting from a July 1, 2023 grant.

To cover tax withholding from this vesting, 4,007 common shares were sold at $37.56 per share under durable automatic sale instructions designed to qualify for the Rule 10b5-1(c) affirmative defense. After these transactions, Gheuens directly holds 84,645 shares of Agios common stock.

Insider Trade Summary 10b5-1

Net Seller: 4,007 shares ($150,503)

Net Sell 3 txns

Insider Gheuens Sarah

Role Chief Medical Officer

Sold 4,007 shs ($151K)

Type	Security	Shares	Price	Value
Exercise	Restricted stock units	8,375	$0.00	--
Exercise	Common stock	8,375	$0.00	--
Sale	Common stock	4,007	$37.56	$151K

Holdings After Transaction: Restricted stock units — 0 shares (Direct, null); Common stock — 88,652 shares (Direct, null)

Footnotes (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 July 1, 2023. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units were granted on July 1, 2023. Beginning on July 1, 2024, the shares underlying the restricted stock units will vest in three equal annual installments.

Key Figures

Shares sold: 4,007 shares Sale price: $37.56 per share RSUs converted: 8,375 units +2 more

5 metrics

Shares sold 4,007 shares Open-market sale on July 1, 2026 to cover tax withholding

Sale price $37.56 per share Price for 4,007 common shares sold on July 1, 2026

RSUs converted 8,375 units Restricted stock units converted into common stock on July 1, 2026

Shares owned after 84,645 shares Direct Agios common stock holdings following the reported transactions

Grant date July 1, 2023 Date the restricted stock units were originally granted

Key Terms

restricted stock units, durable automatic sale instructions, Rule 10b5-1(c), Section 10(b) of the Securities Exchange Act of 1934, +1 more

5 terms

restricted stock units financial

"Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's restricted stock units."

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.

durable automatic sale instructions financial

"This transaction was effected pursuant to durable automatic sale instructions consistent with the affirmative defense..."

Rule 10b5-1(c) regulatory

"consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 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.

Section 10(b) of the Securities Exchange Act of 1934 regulatory

"affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c)..."

contingent right financial

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 03:03 PM Accepted by SEC EDGAR 07/02/2026 - 03:03 PM

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).

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^*

Gheuens Sarah

(Last)

(First)

(Middle)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Medical Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	07/01/2026		M		8,375	A	$0	88,652	D
Common stock	07/01/2026		S⁽¹⁾		4,007	D	$37.56	84,645	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted stock units	⁽²⁾	07/01/2026		M			8,375	⁽³⁾	⁽³⁾	Common stock	8,375	$0	0	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 July 1, 2023.

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 July 1, 2023. Beginning on July 1, 2024, the shares underlying the restricted stock units will vest in three equal annual installments.

Remarks:

	/s/ William Cook, as attorney-in-fact for Sarah Gheuens	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Agios (AGIO) Chief Medical Officer Sarah Gheuens report in this Form 4?

Sarah Gheuens reported vesting of 8,375 restricted stock units that converted into common shares, plus a related tax sale of 4,007 shares. These transactions reflect scheduled equity compensation events rather than discretionary open-market buying activity.

How many Agios (AGIO) shares did Sarah Gheuens sell and at what price?

She sold 4,007 shares of Agios common stock at $37.56 per share. According to the disclosure, this sale was executed solely to satisfy tax withholding obligations arising from the vesting of her restricted stock units.

Why were Sarah Gheuens’ Agios (AGIO) shares sold according to the filing?

The filing states the 4,007 shares were sold to cover tax withholding obligations from the vesting of restricted stock units. The transaction followed durable automatic sale instructions embedded in her July 1, 2023 restricted stock unit agreement.

How many Agios (AGIO) shares does Sarah Gheuens own after these transactions?

After the vesting and related tax sale, Sarah Gheuens directly holds 84,645 shares of Agios common stock. This post-transaction balance reflects the net shares remaining following conversion of restricted stock units and the sale to cover associated tax obligations.

What are the vesting terms of Sarah Gheuens’ Agios (AGIO) restricted stock units?

Her restricted stock units were granted on July 1, 2023. Starting July 1, 2024, the underlying shares vest in three equal annual installments, with each unit representing a contingent right to receive one share of Agios common stock upon vesting.