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Agios (NASDAQ: AGIO) CLO exercises 8,500 PSUs and sells shares for taxes

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

Rhea-AI Filing Summary

Agios Pharmaceuticals Chief Legal Officer James William Burns exercised 8,500 performance share units into 8,500 shares of common stock. The PSUs vested when a specified regulatory milestone was determined to be met on April 2, 2026. On the same date, 3,280 shares were sold at $34.71 per share to cover tax withholding obligations under durable automatic sale instructions consistent with Rule 10b5-1(c). Following these transactions, Burns directly holds 49,306 shares of Agios common stock.

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Insider Burns James William
Role Chief Legal Officer
Sold 3,280 shs ($114K)
Type Security Shares Price Value
Exercise Performance share units 8,500 $0.00 --
Exercise Common stock 8,500 $0.00 --
Sale Common stock 3,280 $34.71 $114K
Holdings After Transaction: Performance share units — 8,500 shares (Direct); Common stock — 52,586 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 March 1, 2024. 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, 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.
PSUs exercised 8,500 units Performance share units converted to common stock on April 2, 2026
Shares sold 3,280 shares Common stock sold on April 2, 2026 to cover tax withholding
Sale price $34.71 per share Price for 3,280 common shares sold
Shares held after transactions 49,306 shares Direct common stock ownership following April 2, 2026 transactions
Net buy/sell shares -3,280 shares Net effect of open-market sale relative to exercises
PSU grant date March 1, 2024 Original grant date of performance share units
Regulatory milestone date April 2, 2026 Date regulatory milestone was determined met, triggering 50% PSU vesting
Performance share units financial
"Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance share units."
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.
tax withholding obligation financial
"Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance share units."
Rule 10b5-1(c) regulatory
"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."
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
"The PSUs vest as to 50% of the underlying shares upon the achievement of a specified regulatory milestone"
commercial milestone financial
"and as to the remaining 50% of the underlying shares upon the achievement of a specified commercial milestone."
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).
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*
Burns James William
(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 Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026		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
Common stock04/02/2026M8,500A$052,586D
Common stock04/02/2026S(1)3,280D$34.7149,306D
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(2)04/02/2026M8,500 (3) (3)Common stock8,500$08,500D
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, 2024.
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, 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.
Remarks:
/s/ William Cook, as Attorney in Fact for James Burns04/06/2026
** 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 transaction did AGIOS PHARMACEUTICALS (AGIO) report for James William Burns?

Agios Pharmaceuticals Chief Legal Officer James William Burns exercised 8,500 performance share units into common stock, then sold 3,280 shares on the same date to cover tax withholding. After these transactions, he directly holds 49,306 common shares.

At what price were James William Burns’ AGIO shares sold and why?

Burns sold 3,280 shares of Agios common stock at $34.71 per share. According to the disclosure, the shares were sold specifically to cover the tax withholding obligation related to the vesting of his performance share units, under automatic sale instructions.

How many AGIO shares does James William Burns hold after these transactions?

Following the exercise and related sale, James William Burns directly holds 49,306 shares of Agios Pharmaceuticals common stock. This figure reflects his position after converting 8,500 performance share units and selling 3,280 shares to satisfy tax withholding needs.

What triggered the vesting of James William Burns’ performance share units at Agios (AGIO)?

The performance share units vested when a specified regulatory milestone was determined to have been met on April 2, 2026. This determination caused 50% of the underlying PSU shares to vest, leading to the delivery and related tax sale of shares.

Were James William Burns’ AGIO share sales discretionary or pre-arranged?

The sale of 3,280 shares was executed under durable automatic sale instructions included in his March 1, 2024 performance share unit agreement. These instructions are described as consistent with the Rule 10b5-1(c) affirmative defense, indicating a pre-arranged process.

What are AGIO performance share units as used in James William Burns’ award?

Each performance share unit (PSU) represents a contingent right to receive one share of Agios common stock. For this award, 50% vests upon a regulatory milestone and the remaining 50% vests upon a specified commercial milestone, according to the disclosure.