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

Agios Director Jeffrey Capello Adds 2,120 Shares, Receives New Equity Awards

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

Rhea-AI Filing Summary

Agios Pharmaceuticals, Inc. (AGIO) – Form 4 filing reports routine equity transactions by director Jeffrey D. Capello.

New equity awards (granted 18-Jun-2025):

  • 2,861 Restricted Stock Units (RSUs); vest 100% on 18-Jun-2026.
  • 15,768 Non-qualified Stock Options with a $35.50 exercise price; options vest 100% on 18-Jun-2026 and expire 18-Jun-2035.

RSU conversion (20-Jun-2025):

  • Capello received 2,120 common shares (Transaction Code “M”) at $0 cost upon full vesting of a June 2024 RSU grant.

Post-transaction ownership (direct):

  • 6,073 common shares (includes newly delivered 2,120 shares).
  • 2,861 unvested RSUs.
  • 15,768 options at $35.50.

The filing reflects standard director compensation and scheduled vesting; no open-market purchases or sales occurred. No change to board composition or strategy was disclosed.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine equity grants; neutral impact on AGIO valuation.

The Form 4 details typical annual director compensation—RSUs and at-the-money options—plus delivery of previously vested RSUs. No cash outlay, no open-market buying, and the share quantities (<1% of float) are immaterial to market supply-demand dynamics. Therefore, I view the disclosure as administratively neutral with negligible valuation impact.

TL;DR: Compensation aligns director with shareholders; governance status quo.

The one-year cliff vesting schedule encourages near-term board engagement, while options’ 10-year life fosters long-term oversight. Transparency is adequate; attorney-in-fact signature is standard. No red-flags such as accelerated vesting or repricing appear. Overall governance effect is neutral-to-slightly positive but not material enough to move risk profile.

Insider CAPELLO JEFFREY D
Role Director
Type Security Shares Price Value
Exercise Restricted stock units 2,120 $0.00 --
Exercise Common stock 2,120 $0.00 --
Grant/Award Restricted stock units 2,861 $0.00 --
Grant/Award Stock options (right to buy) 15,768 $0.00 --
Holdings After Transaction: Restricted stock units — 0 shares (Direct); Common stock — 6,073 shares (Direct); Stock options (right to buy) — 15,768 shares (Direct)
Footnotes (1)
  1. 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 June 18, 2025. The shares underlying the stock units will vest in full on June 18, 2026. Vested shares will be delivered to the reporting person within three business days after such shares become vested. These options were granted on June 18, 2025. The shares underlying this option vest as to 100% of the underlying shares on June 18, 2026. The restricted stock units were granted on June 20, 2024. The shares underlying the stock units vest in full on June 20, 2025. Vested shares will be delivered to the reporting person within three business days after such shares become vested.
Form 4 Insider Transactions: What Each Field Means →
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*
CAPELLO JEFFREY D
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025
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 06/20/2025 M 2,120 A $0 6,073 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 (1) 06/18/2025 A 2,861 (2) (2) Common stock 2,861 $0 2,861 D
Stock options (right to buy) $35.5 06/18/2025 A 15,768 (3) 06/18/2035 Common stock 15,768 $0 15,768 D
Restricted stock units (1) 06/20/2025 M 2,120 (4) (4) Common stock 2,120 $0 0 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
2. The restricted stock units were granted on June 18, 2025. The shares underlying the stock units will vest in full on June 18, 2026. Vested shares will be delivered to the reporting person within three business days after such shares become vested.
3. These options were granted on June 18, 2025. The shares underlying this option vest as to 100% of the underlying shares on June 18, 2026.
4. The restricted stock units were granted on June 20, 2024. The shares underlying the stock units vest in full on June 20, 2025. 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 Jeffrey Capello 06/23/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions were reported for AGIO on 18-Jun-2025?

Director Capello received 2,861 RSUs and 15,768 stock options at a $35.50 exercise price.

How many AGIO shares did Jeffrey Capello acquire on 20-Jun-2025?

He acquired 2,120 common shares upon vesting of previously granted RSUs (no cash paid).

What is Capello’s total direct AGIO share ownership after these transactions?

He directly holds 6,073 common shares, plus 2,861 unvested RSUs and 15,768 options.

When will the newly granted RSUs and options vest?

Both the 2,861 RSUs and 15,768 options vest 100% on 18-Jun-2026.

Does this Form 4 signal insider buying or selling of AGIO stock?

No open-market buying or selling occurred; the filing reflects equity awards and scheduled RSU vesting.