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Agios Commercial Chief Nets Performance Bonus After Research Milestone

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

Rhea-AI Filing Summary

Agios Pharmaceuticals (AGIO) Chief Commercial Officer Tsveta Milanova 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, representing 50% of the total PSU grant from March 1, 2023
  • 2,770 shares were subsequently sold at $33.54 per share to cover tax withholding obligations
  • Following these transactions, Milanova holds 26,122 shares directly

The share sale was executed under a pre-established 10b5-1 trading plan. The remaining 50% of PSUs will vest upon achievement of a specified regulatory milestone. The transactions reflect standard executive compensation practices and planned tax-related sales rather than discretionary trading decisions.

Positive

  • Performance milestone achievement: Company met specified research milestone, triggering 50% vesting of PSUs, indicating positive R&D progress

Negative

  • None.
Insider Milanova Tsveta
Role Chief Commercial Officer
Sold 2,770 shs ($93K)
Type Security Shares Price Value
Exercise Performance share units 6,000 $0.00 --
Exercise Common stock 6,000 $0.00 --
Sale Common stock 2,770 $33.54 $93K
Holdings After Transaction: Performance share units — 6,000 shares (Direct); Common stock — 28,892 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, 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 →
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).
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*
Milanova Tsveta
(Last) (First) (Middle)
C/O AGIOS PHARMACEUTICALS, INC.
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 Commercial 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)
Code V Amount (A) or (D) Price
Common stock 06/24/2025 M 6,000 A $0 28,892 D
Common stock 06/24/2025 S(1) 2,770 D $33.54 26,122 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
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 Tsveta Milanova 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

How many AGIO shares did Chief Commercial Officer Tsveta Milanova acquire on June 24, 2025?

Tsveta Milanova acquired 6,000 shares of AGIO common stock on June 24, 2025 through the vesting of performance share units (PSUs). However, 2,770 shares were immediately sold to cover tax withholding obligations, resulting in a net acquisition of 3,230 shares.

How many AGIO shares does Tsveta Milanova own after the reported transactions?

Following the reported transactions on June 24, 2025, Tsveta Milanova directly owns 26,122 shares of AGIO common stock.

What are the vesting conditions for AGIO's performance share units granted to Milanova?

The PSUs were granted on March 1, 2023, with 50% vesting upon achievement of a specified research milestone and 50% upon achievement of a specified regulatory milestone. The research milestone was met on June 24, 2025, triggering the vesting of 50% of the PSUs.

Was AGIO insider Milanova's stock sale made under a 10b5-1 trading plan?

Yes, the sale of 2,770 shares was executed pursuant to durable automatic sale instructions consistent with Rule 10b5-1(c), which were included in the performance share unit agreement dated March 1, 2023.