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Agios (NASDAQ: AGIO) CMO awarded RSUs, hits milestone for performance units

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

Rhea-AI Filing Summary

AGIOS PHARMACEUTICALS Chief Medical Officer Sarah Gheuens reported equity compensation activity involving restricted and performance share units. On June 18, 2026, she received a grant of 3,000 restricted stock units, each representing a contingent right to one share of common stock. The same day, she also acquired 3,000 shares of common stock through the exercise or conversion of 3,000 performance share units, with each unit likewise tied to one common share. These performance share units were originally granted on March 1, 2025 and vest based on three specified clinical and research milestones set by the board and its compensation and people committee. The performance criteria for one research milestone was determined to be met as of June 18, 2026, and the related shares are scheduled to vest on December 31, 2027, subject to Dr. Gheuens’s continued service. Following these transactions, she holds 3,000 restricted stock units and 9,000 performance share units, and the filing shows only acquisitions with no sales or tax-withholding dispositions.

Positive

  • None.

Negative

  • None.
Insider Gheuens Sarah
Role Chief Medical 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 to Chief Medical Officer on June 18, 2026
Performance share units exercised 3,000 units Converted into common stock on June 18, 2026
Performance share units held after 9,000 units Total performance share units following the transaction
Exercise price per unit $0.00 per share Performance share unit conversion price
Performance grant date March 1, 2025 Original grant date of performance share units
Milestone determination date June 18, 2026 Research milestone performance criteria determined met
Scheduled vesting date December 31, 2027 Vesting date for shares tied to the achieved milestone
Restricted stock units financial
"Each restricted stock unit represents a contingent right to receive one share"
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
"Performance stock units were granted on March 1, 2025, and provide for the vesting"
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.
clinical and research milestones technical
"provide for the vesting of underlying shares upon the achievement of three specified clinical and research milestones"
compensation & people committee regulatory
"milestones established by the compensation & people committee, or board of directors"
contingent right financial
"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 →
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Medical 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 Sarah Gheuens06/23/2026
** 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 insider transactions did AGIOS PHARMACEUTICALS (AGIO) report for Sarah Gheuens?

The filing shows Chief Medical Officer Sarah Gheuens acquired equity awards. She received 3,000 restricted stock units and exercised 3,000 performance share units into common stock, with no reported sales or tax-withholding dispositions in this Form 4.

How many restricted stock units did AGIO’s Chief Medical Officer receive?

Sarah Gheuens received 3,000 restricted stock units. Each unit represents a contingent right to receive one share of Agios Pharmaceuticals common stock, providing additional equity-based compensation tied directly to the company’s share price over time.

What are AGIO performance share units and how many does Sarah Gheuens hold?

Performance share units are derivative awards that convert into common stock upon meeting performance goals. Sarah Gheuens had 3,000 units exercised and holds 9,000 performance share units following the reported transaction, all directly tied to Agios Pharmaceuticals common stock.

What milestones affect AGIO’s performance share units for Sarah Gheuens?

The performance share units vest upon three specified clinical and research milestones. The compensation and people committee determined the research milestone’s performance criteria were met on June 18, 2026, triggering future vesting of related shares, subject to continued service through December 31, 2027.