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AGIO Insider Report: Rule 10b5-1 Tax Sale Still Boosts CEO Stake

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Agios Pharmaceuticals (NASDAQ: AGIO) filed a Form 4 disclosing CEO Brian Goff’s June 24 2025 equity transactions.

  • PSU vesting: 25,527 and 12,750 shares (total 38,277) converted to common stock at $0 cost.
  • Automatic sales for tax-withholding: 12,471 and 6,229 shares sold at $33.54, generating roughly $0.63 million.
  • Net change: Beneficial ownership rose by 19,577 shares to 111,922, a ~21 % increase versus the pre-vesting position.
  • Sales executed under pre-arranged Rule 10b5-1 instructions; no discretionary selling.

The filing is routine and contains no operational, financial or strategic updates.

Positive

  • None.

Negative

  • None.

Insights

Agios achieved significant research milestones triggering CEO performance award vesting, signaling R&D pipeline progress.

This Form 4 reveals important progress in Agios Pharmaceuticals' research pipeline. CEO Brian Goff received substantial performance share units (PSUs) vesting upon the achievement of specific research milestones - a clear indication that critical R&D objectives have been met. The filing shows two separate research-based triggers were satisfied on June 24, 2025:

First, a research milestone from a 2022 grant triggered 15% vesting (25,527 shares), suggesting an early-stage research target was achieved. More significantly, a second milestone from a 2023 grant triggered 50% vesting (12,750 shares), likely indicating a more substantial development milestone.

The remaining PSUs from both grants will vest upon achieving additional clinical, regulatory, and research milestones, creating a roadmap of Agios' anticipated development timeline. This milestone achievement signals tangible progress in Agios' research programs without requiring the company to make a formal announcement. For investors tracking Agios' pipeline progress, this insider filing provides concrete evidence that the company's research initiatives are advancing according to plan, potentially bringing new therapeutic candidates closer to clinical development.

Insider Goff Brian
Role Chief Executive Officer
Sold 18,700 shs ($627K)
Type Security Shares Price Value
Exercise Performance share units 25,527 $0.00 --
Exercise Performance share units 12,750 $0.00 --
Exercise Common stock 25,527 $0.00 --
Sale Common stock 12,471 $33.54 $418K
Exercise Common stock 12,750 $0.00 --
Sale Common stock 6,229 $33.54 $209K
Holdings After Transaction: Performance share units — 51,056 shares (Direct); Common stock — 117,872 shares (Direct)
Footnotes (1)
  1. 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 August 8, 2022. 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, 2023. Each performance share unit represents a contingent right to receive one share of the issuer's common stock. The PSUs were granted on August 8, 2022. The PSUs vest as to 15% of the underlying shares upon the achievement of a specified research milestone and as to the remaining underlying shares upon the achievement of other clinical and regulatory milestones. The performance criteria for the specified research milestone was determined to have been met on June 24, 2025, resulting in the vesting of the PSUs as to 15% of the underlying shares of common stock. Vested shares will be delivered to the reporting person within three business days after such shares become vested. The PSUs were granted on March 1, 2023. The PSUs vest as to 50% of the underlying shares upon the achievement of a specified research milestone and as to the remaining 50% of the underlying shares upon the achievement of a specified regulatory milestone. The performance criteria for the specified research milestone was determined to have been met on June 24, 2025, 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.
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).
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)
06/24/2025
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 06/24/2025 M 25,527 A $0 117,872 D
Common stock 06/24/2025 S(1) 12,471 D $33.54 105,401 D
Common stock 06/24/2025 M 12,750 A $0 118,151 D
Common stock 06/24/2025 S(2) 6,229 D $33.54 111,922 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
Performance share units (3) 06/24/2025 M 25,527 (4) (4) Common stock 25,527 $0 51,056 D
Performance share units (3) 06/24/2025 M 12,750 (5) (5) Common stock 12,750 $0 12,750 D
Explanation of Responses:
1. 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 August 8, 2022.
2. 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, 2023.
3. Each performance share unit represents a contingent right to receive one share of the issuer's common stock.
4. The PSUs were granted on August 8, 2022. The PSUs vest as to 15% of the underlying shares upon the achievement of a specified research milestone and as to the remaining underlying shares upon the achievement of other clinical and regulatory milestones. The performance criteria for the specified research milestone was determined to have been met on June 24, 2025, resulting in the vesting of the PSUs as to 15% of the underlying shares of common stock. Vested shares will be delivered to the reporting person within three business days after such shares become vested.
5. The PSUs were granted on March 1, 2023. The PSUs vest as to 50% of the underlying shares upon the achievement of a specified research milestone and as to the remaining 50% of the underlying shares upon the achievement of a specified regulatory milestone. The performance criteria for the specified research milestone was determined to have been met on June 24, 2025, 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.
Remarks:
/s/ William Cook, as Attorney in Fact for Brian Goff 06/26/2025
** 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

How many Agios (AGIO) shares did CEO Brian Goff acquire on 24 June 2025?

He acquired 38,277 shares through the vesting of performance share units.

How many shares did Brian Goff sell and what was the total value?

He sold 18,700 shares at $33.54 each, raising about $0.63 million solely to cover tax withholding.

What is Brian Goff's total beneficial ownership after the Form 4 transactions?

Following the transactions, he beneficially owns 111,922 common shares of Agios.

Were the AGIO share sales part of a Rule 10b5-1 plan?

Yes. Both sales were executed under automatic instructions embedded in the PSU agreements, satisfying Rule 10b5-1(c).

Did the insider's net AGIO share position increase or decrease?

Goff’s net position increased by 19,577 shares, roughly a 21 % rise compared with his pre-vesting holdings.