Agios (AGIO) CMO logs tax-driven share sales and major new equity awards

Rhea-AI Filing Summary

AGIOS PHARMACEUTICALS Chief Medical Officer Sarah Gheuens reported multiple equity transactions. On March 2, 2026, she exercised restricted stock units into common shares and sold a total of 4,055 common shares at $28.96 per share to cover tax withholding obligations under pre-set Rule 10b5-1 instructions. Following these transactions, she directly held 74,406 shares of common stock. On March 1, 2026, she also received equity compensation grants of 14,000 and 22,000 restricted stock units and 52,000 stock options, all vesting over multi-year schedules beginning in March 2027.

Insights

Equity compensation and governance analyst

Routine equity grants and tax sales; no thesis-changing signal.

Chief Medical Officer Sarah Gheuens exercised restricted stock units into common stock and reported open-market sales of 4,055 shares at $28.96 on March 2, 2026. Footnotes state these sales were to satisfy tax withholding obligations under durable, automatic Rule 10b5-1 instructions.

On March 1, 2026, she received substantial equity compensation: 14,000 and 22,000 restricted stock units and 52,000 stock options, all vesting over several years starting on March 1, 2027. This mix of awards and tax-driven sales is typical for senior executives and does not, by itself, indicate a directional view on the company.

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

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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^*

Gheuens Sarah

(Last) (First) (Middle)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/02/2026		M		4,000	A	$0	68,795	D
Common stock	03/02/2026		S(1)		1,187	D	$28.96	67,608	D
Common stock	03/02/2026		M		5,666	A	$0	73,274	D
Common stock	03/02/2026		S(2)		1,681	D	$28.96	71,593	D
Common stock	03/02/2026		M		4,000	A	$0	75,593	D
Common stock	03/02/2026		S(3)		1,187	D	$28.96	74,406	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	(4)	03/01/2026		A		14,000		(5)	(5)	Common stock	14,000	$0	14,000	D
Restricted stock units	(4)	03/01/2026		A		22,000		(5)	(5)	Common stock	22,000	$0	22,000	D
Stock options (right to buy)	$30.23	03/01/2026		A		52,000		(6)	03/01/2036	Common stock	52,000	$0	52,000	D
Restricted stock units	(4)	03/02/2026		M			4,000	(7)	(7)	Common stock	4,000	$0	0	D
Restricted stock units	(4)	03/02/2026		M			5,666	(8)	(8)	Common stock	5,666	$0	5,667	D
Restricted stock units	(4)	03/02/2026		M			4,000	(9)	(9)	Common stock	4,000	$0	8,000	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 restricted stock unit agreement dated March 1, 2023.

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 restricted stock unit agreement dated March 1, 2024.

3. 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 restricted stock unit agreement dated March 1, 2025.

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

5. The restricted stock units were granted on March 1, 2026. Beginning on March 1, 2027, the shares underlying the restricted stock units will vest in three equal annual installments.

6. This option was granted on March 1, 2026. The shares underlying this option vest as to 25% of the underlying shares on March 1, 2027, with the remaining 75% vesting in 36 equal monthly installments thereafter.

7. The restricted stock units were granted on March 1, 2023. Beginning on March 1, 2024, the shares underlying the restricted stock units will vest in three equal annual installments.

8. The restricted stock units were granted on March 1, 2024. Beginning on March 1, 2025, the shares underlying the restricted stock units will vest in three equal annual installments.

9. The restricted stock units were granted on March 1, 2025. Beginning on March 1, 2026, 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	03/03/2026
	** 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.
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FAQ

What insider transactions did Agios (AGIO) Chief Medical Officer Sarah Gheuens report?

Sarah Gheuens reported exercises of restricted stock units into common stock and open-market sales of 4,055 shares at $28.96 on March 2, 2026. She also received new restricted stock unit and stock option grants on March 1, 2026, vesting over several years.

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

She sold a total of 4,055 shares of Agios common stock at $28.96 per share on March 2, 2026. Footnotes explain these sales were made to cover tax withholding obligations tied to vesting performance share units under automatic Rule 10b5-1 instructions.

What new equity awards did Sarah Gheuens receive from Agios (AGIO)?

On March 1, 2026, she received 14,000 and 22,000 restricted stock units plus 52,000 stock options. The RSUs vest in three equal annual installments starting March 1, 2027, while the options vest 25% on March 1, 2027 and monthly thereafter.

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

After the reported transactions, Sarah Gheuens directly holds 74,406 shares of Agios common stock. This figure reflects her position following the exercises of restricted stock units and the tax-related share sales reported for March 2, 2026.

Were Sarah Gheuens’ Agios (AGIO) share sales discretionary or pre-arranged?

The filing states the sales were executed under durable automatic sale instructions consistent with Rule 10b5-1(c). They were designed to cover tax withholding from vesting performance share units, and were embedded in restricted stock unit agreements dated in 2023, 2024, and 2025.

When do Sarah Gheuens’ new Agios (AGIO) equity awards start vesting?

The new restricted stock units granted March 1, 2026 begin vesting in three equal annual installments on March 1, 2027. The stock options granted that day vest 25% on March 1, 2027, with the remaining 75% vesting in 36 equal monthly installments thereafter.