[Form 4] Agios Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Brian Goff, Chief Executive Officer and Director of Agios Pharmaceuticals (AGIO) reported transactions on Form 4 dated 08/08/2025. On that date 22,691 restricted stock units vested and were converted into common stock, and 11,085 shares were sold at $36.67 per share to satisfy tax withholding obligations. The sale was executed pursuant to durable automatic sale instructions consistent with a Rule 10b5-1(c) plan included in the reporting person's RSU agreement dated August 8, 2022.

The Form discloses that each RSU represents a contingent right to one share, the RSUs were granted on August 8, 2022, and vest in three equal annual installments beginning August 8, 2023. Following the reported transactions, the filing shows beneficial ownership of 123,528 shares.

Positive

• Transaction executed under a Rule 10b5-1(c) plan, indicating pre-established instructions and procedural transparency
• RSUs vested per the original grant terms (grant dated August 8, 2022; vesting in three equal annual installments beginning August 8, 2023)

Negative

• 11,085 shares were sold to cover tax withholding (reported sale price: $36.67 per share)

Insights

Corporate Governance Expert

TL;DR: Vesting and tax-withholding sale followed a pre-established 10b5-1 plan; procedural and transparent.

The filing shows restricted stock units granted on August 8, 2022, vesting on August 8, 2025, with a portion of the resulting shares sold to cover tax withholding under durable automatic sale instructions consistent with Rule 10b5-1(c). That documentation in the filing indicates the transaction was pre-planned and executed according to the RSU agreement's terms, reducing ambiguity about timing and intent. The report is a routine insider compensation and withholding action rather than an opportunistic open-market sale.

Securities Analyst

TL;DR: 22,691 RSUs converted; 11,085 shares sold at $36.67; reported beneficial ownership afterwards is 123,528 shares.

The Form 4 lists a conversion of 22,691 restricted stock units into common stock and a simultaneous sale of 11,085 shares at $36.67 to satisfy tax obligations. The filing provides exact counts and price and confirms the RSU grant and vesting schedule (grant date August 8, 2022; vesting in three equal annual installments beginning August 8, 2023). These are explicit, measurable changes in insider holdings recorded on August 8, 2025, and summarized in the report.

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^*

Goff Brian

(Last) (First) (Middle)

C/O AGIOS PHARMACEUTICALS, INC.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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	08/08/2025		M		22,691	A	$0	134,613	D
Common stock	08/08/2025		S(1)		11,085	D	$36.67	123,528	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)	08/08/2025		M			22,691	(3)	(3)	Common stock	22,691	$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 August 8, 2022.

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 August 8, 2022. Beginning on August 8, 2023, the shares underlying the restricted stock units will vest in three equal annual installments.

Remarks:

	/s/ William Cook, as Attorney in Fact for Brian Goff	08/12/2025
	** 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.

FAQ

What did Brian Goff report on Form 4 for AGIO?

He reported vesting and conversion of 22,691 RSUs and a sale of 11,085 shares at $36.67 to cover tax withholding on 08/08/2025.

How many restricted stock units vested and when?

22,691 restricted stock units vested on 08/08/2025.

How many shares were sold and at what price?

11,085 shares were sold at $36.67 per share to satisfy tax withholding obligations.

What is Brian Goff's role at AGIO as stated on the form?

He is identified as a Director and as an Officer with the title Chief Executive Officer.

When were the RSUs granted and what is the vesting schedule?

The RSUs were granted on August 8, 2022, and vest in three equal annual installments beginning August 8, 2023.

What was the reported beneficial ownership after the transactions?

The filing shows beneficial ownership of 123,528 shares following the reported transactions.