Agios CFO exercises PSUs, sells shares for taxes
Agios Pharmaceuticals' Chief Financial Officer Cecilia Jones exercised performance share units and sold shares primarily to cover taxes.
Rhea-AI Filing Summary
Agios Pharmaceuticals' Chief Financial Officer Cecilia Jones exercised performance share units and sold shares primarily to cover taxes. She converted 8,500 performance share units into 8,500 shares of common stock after a specified regulatory milestone was determined to have been met on April 2, 2026. On the same date, 3,141 shares were sold at $34.71 per share to satisfy tax withholding obligations under durable automatic sale instructions included in her March 1, 2024 performance share unit agreement, which is structured to be consistent with the Rule 10b5-1(c) affirmative defense. After these transactions, she directly held 54,998 shares of common stock, including 311 shares acquired through the company’s employee stock purchase plan.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
3 txns
Insider
Jones Cecilia
Role
Chief Financial Officer
Sold
3,141 shs ($109K)
Approx. gross sale proceeds
$109K
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance share units | 8,500 | $0.00 | $0.00 |
| Exercise | Common stock | 8,500 | $0.00 | $0.00 |
| Sale | Common stock | 3,141 | $34.71 | $109K |
Holdings After Transaction:
Performance share units — 8,500 contracts (Direct);
Common stock — 54,998 shares (Direct)
Footnotes (4)
- F1. Includes 311 shares purchased through the Company's employee stock purchase plan.
- F2. 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, 2024.
- F3. Each performance share unit represents a contingent right to receive one share of the issuer's common stock.
- F4. The PSUs were granted on March 1, 2024. The PSUs vest as to 50% of the underlying shares upon the achievement of a specified regulatory milestone and as to the remaining 50% of the underlying shares upon the achievement of a specified commercial milestone. The performance criteria for the specified regulatory milestone was determined to have been met on April 2, 2026, 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.
Key Figures
PSUs exercised: 8,500 units
Shares sold: 3,141 shares
Sale price: $34.71 per share
+4 more
7 metrics
PSUs exercised
8,500 units
Performance share units converted into common stock on April 2, 2026
Shares sold
3,141 shares
Common stock sold to cover tax withholding
Sale price
$34.71 per share
Price for 3,141 shares of common stock
Shares after transaction
54,998 shares
Direct common stock holdings following transactions
ESPP shares included
311 shares
Purchased through company’s employee stock purchase plan
PSU grant date
March 1, 2024
Grant date of performance share units
Regulatory milestone date
April 2, 2026
Date regulatory milestone performance criteria were met
Key Terms
performance share units, employee stock purchase plan, Rule 10b5-1(c), regulatory milestone, +1 more
5 terms
employee stock purchase plan financial
"Includes 311 shares purchased through the Company's employee stock purchase plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Rule 10b5-1(c) regulatory
"durable automatic sale instructions consistent with the affirmative defense to liability under Section 10(b) ... under Rule 10b5-1(c)"
Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.
regulatory milestone financial
"vest as to 50% of the underlying shares upon the achievement of a specified regulatory milestone"
commercial milestone financial
"remaining 50% of the underlying shares upon the achievement of a specified commercial milestone"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did AGIO’s CFO Cecilia Jones report in this Form 4 filing?
Cecilia Jones reported exercising 8,500 performance share units into common stock and selling 3,141 shares. The sale was used to cover tax withholding obligations tied to vesting and was executed under durable automatic instructions consistent with Rule 10b5-1(c).
AI-generated analysis. How Rhea-AI works. Not financial advice.
