Agios (AGIO) accounting officer sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

AGIOS PHARMACEUTICALS, INC. principal accounting officer Theodore James Washburn Jr. reported multiple equity transactions linked to restricted stock units. On March 1, 2026, he received a grant of 8,452 restricted stock units, each representing a contingent right to one share of common stock, vesting in three equal annual installments beginning March 1, 2027.

On March 2, 2026, restricted stock units granted in 2023, 2024 and 2025 vested, with 2,350, 2,450 and 2,695 units respectively converting into common stock at no cost. To cover tax withholding obligations from these vestings, he sold a total of 2,223 shares of common stock in open-market transactions at $28.96 per share pursuant to durable automatic sale instructions under Rule 10b5‑1. Following these transactions, he held 6,140 common shares directly, including 75 shares acquired through the company’s employee stock purchase plan.

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

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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^*

Washburn Theodore James Jr.

(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)
	Principal Accounting 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		2,350	A	$0	3,293(1)	D
Common stock	03/02/2026		S(2)		698	D	$28.96	2,595	D
Common stock	03/02/2026		M		2,450	A	$0	4,970	D
Common stock	03/02/2026		S(3)		727	D	$28.96	4,243	D
Common stock	03/02/2026		M		2,695	A	$0	6,938	D
Common stock	03/02/2026		S(4)		798	D	$28.96	6,140	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	(5)	03/01/2026		A		8,452		(6)	(6)	Common stock	8,452	$0	8,452	D
Restricted stock units	(5)	03/02/2026		M			2,350	(7)	(7)	Common stock	2,350	$0	0	D
Restricted stock units	(5)	03/02/2026		M			2,450	(8)	(8)	Common stock	2,450	$0	2,450	D
Restricted stock units	(5)	03/02/2026		M			2,695	(9)	(9)	Common stock	2,695	$0	5,390	D

Explanation of Responses:

1. Includes 75 shares purchased through the Company's employee stock purchase plan.

2. Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's restricted stock 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.

3. Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's restricted stock 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.

4. Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's restricted stock 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.

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

6. 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.

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 Theodore James Jr. Washburn	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.
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.

FAQ

What did AGIO officer Theodore Washburn report on this Form 4?

He reported vesting and conversion of several restricted stock unit awards into common stock and a new grant of 8,452 restricted stock units. He also disclosed related open-market sales of 2,223 shares to satisfy tax withholding obligations tied to those RSU vestings.

How many AGIO shares did Theodore Washburn sell and at what price?

He sold a total of 2,223 shares of Agios common stock at a price of $28.96 per share. The filing states these sales were made to cover tax withholding obligations arising from vesting restricted stock units under pre-set Rule 10b5-1 sale instructions.

Were the AGIO share sales by Theodore Washburn discretionary trades?

The filing describes the sales as occurring under durable automatic sale instructions consistent with the Rule 10b5-1(c) affirmative defense. These instructions were embedded in his restricted stock unit agreements, and the sales were specifically to cover tax withholding on RSU vesting.

What new equity award did Theodore Washburn receive from AGIO?

He received a grant of 8,452 restricted stock units on March 1, 2026. Each restricted stock unit equals a contingent right to one share of Agios common stock, vesting in three equal annual installments beginning March 1, 2027, subject to the award terms.

How many AGIO shares does Theodore Washburn own after these transactions?

After the reported transactions, he directly owned 6,140 shares of Agios common stock. This holding figure, according to the filing, includes 75 shares acquired through the company’s employee stock purchase plan, in addition to shares received from RSU conversions.

Which AGIO restricted stock unit grants vested in these transactions?

Restricted stock units granted on March 1 of 2023, 2024, and 2025 vested in part. On March 2, 2026, 2,350, 2,450, and 2,695 units from those respective grants converted into common stock, consistent with three-year vesting schedules disclosed in the award footnotes.