What was the vesting trigger for AGIO's performance share units in June 2025?

The PSUs vested as to 50% of the underlying shares upon achievement of a specified research milestone, which was determined to have been met on June 24, 2025. These PSUs were originally granted on March 1, 2023.

Agios Pharmaceuticals Hits Research Milestone, Triggers Executive Stock Award

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Agios Pharmaceuticals (AGIO) Chief Medical Officer Sarah Gheuens reported significant insider transactions on June 24, 2025. The transactions involved performance share units (PSUs) and common stock:

6,000 PSUs converted to common stock upon achieving a specified research milestone
2,909 shares were automatically sold at $33.54 per share to cover tax obligations
Following the transactions, Gheuens holds 56,988 shares directly

The PSUs were originally granted on March 1, 2023, with 50% vesting upon achievement of a research milestone (now met) and 50% contingent on a future regulatory milestone. The share sale was executed under a pre-established 10b5-1 trading plan, demonstrating compliance with insider trading regulations. This transaction suggests positive progress in the company's research initiatives, as evidenced by the milestone achievement triggering the PSU conversion.

Positive

Performance share units (PSUs) vested upon achievement of specified research milestone, indicating successful R&D progress at Agios Pharmaceuticals

Negative

None.

Insider Trade Summary

Net Seller: 2,909 shares ($97,568)

Net Sell 3 txns

Insider Gheuens Sarah

Role Chief Medical Officer

Sold 2,909 shs ($98K)

Type	Security	Shares	Price	Value
Exercise	Performance share units	6,000	$0.00	--
Exercise	Common stock	6,000	$0.00	--
Sale	Common stock	2,909	$33.54	$98K

Holdings After Transaction: Performance share units — 6,000 shares (Direct); Common stock — 59,897 shares (Direct)

Footnotes (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 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 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 →

06/26/2025 - 05:25 PM

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^*

Gheuens Sarah

(Last)

(First)

(Middle)

88 SIDNEY STREET

(Street)

CAMBRIDGE

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	06/24/2025		M		6,000	A	$0	59,897	D
Common stock	06/24/2025		S⁽¹⁾		2,909	D	$33.54	56,988	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance share units	⁽²⁾	06/24/2025		M			6,000	⁽³⁾	⁽³⁾	Common stock	6,000	$0	6,000	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 performance share unit agreement dated March 1, 2023.

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

3. 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 Sarah Gheuens	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

What insider trading activity occurred at AGIO on June 24, 2025?

On June 24, 2025, Sarah Gheuens, AGIO's Chief Medical Officer, acquired 6,000 shares through the vesting of performance share units (PSUs) and subsequently sold 2,909 shares at $33.54 per share to cover tax withholding obligations.

How many AGIO shares does Sarah Gheuens own after the June 24, 2025 transactions?

Following the reported transactions, Sarah Gheuens beneficially owns 56,988 shares of AGIO common stock directly.

Was AGIO insider Sarah Gheuens' stock sale planned or spontaneous?

The sale was planned and executed pursuant to durable automatic sale instructions under Rule 10b5-1(c), which were included in the performance share unit agreement dated March 1, 2023, specifically to cover tax withholding obligations.