AGIOS (NASDAQ: AGIO) CCO reports new equity awards and tax-driven share sales

Rhea-AI Filing Summary

AGIOS PHARMACEUTICALS, INC. Chief Commercial Officer Tsveta Milanova reported a mix of equity grants, vesting, and tax-related share sales. On March 1, 2026, she received 14,000 restricted stock units and 52,000 stock options, with both awards vesting over multiple years starting March 1, 2027.

On March 2, 2026, previously granted restricted stock units vested, converting into 5,666 and 4,000 shares of common stock at no cost through derivative exercises. To cover tax withholding from these vestings, she sold 2,868 shares of common stock in open-market transactions at $28.96 per share under durable automatic Rule 10b5-1 instructions. After these trades, she continued to hold tens of thousands of shares directly.

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^*

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)
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		5,666	A	$0	40,459	D
Common stock	03/02/2026		S(1)		1,681	D	$28.96	38,778	D
Common stock	03/02/2026		M		4,000	A	$0	42,778	D
Common stock	03/02/2026		S(2)		1,187	D	$28.96	41,591	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	(3)	03/01/2026		A		14,000		(4)	(4)	Common stock	14,000	$0	14,000	D
Stock options (right to buy)	$30.23	03/01/2026		A		52,000		(5)	03/01/2036	Common stock	52,000	$0	52,000	D
Restricted stock units	(3)	03/02/2026		M			5,666	(6)	(6)	Common stock	5,666	$0	5,667	D
Restricted stock units	(3)	03/02/2026		M			4,000	(7)	(7)	Common stock	4,000	$0	8,000	D

Explanation of Responses:

1. 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.

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, 2025.

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

4. 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.

5. This option was granted on March 1, 2026. The shares underlying this option vest as to 25% of the underlying shares on March 1, 2027, with the remaining 75% vesting in 36 equal monthly installments thereafter.

6. 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.

7. 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 Tsveta Milanova	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.
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FAQ

What did AGIO Chief Commercial Officer Tsveta Milanova report in this Form 4?

She reported new equity awards, RSU vesting, and related tax sales. Milanova received 14,000 restricted stock units and 52,000 stock options, plus converted vested RSUs into common shares and sold 2,868 shares at $28.96 to cover tax withholding.

How many AGIO shares did Tsveta Milanova sell and at what price?

She sold 2,868 shares of AGIOS PHARMACEUTICALS common stock. The sales occurred in two tranches at a reported transaction price of $28.96 per share, and were made specifically to cover tax withholding on vesting restricted stock units.

Were Tsveta Milanova’s AGIO stock sales discretionary or pre-arranged?

The sales were pre-arranged under durable automatic instructions. Footnotes explain they were executed pursuant to Rule 10b5-1(c) instructions embedded in her restricted stock unit agreements, solely to satisfy tax withholding obligations from RSU vesting.

What new restricted stock units did AGIO grant to Tsveta Milanova?

She was granted 14,000 restricted stock units on March 1, 2026. Each unit represents a contingent right to one AGIOS PHARMACEUTICALS common share, vesting in three equal annual installments beginning March 1, 2027, subject to the stated vesting schedule.

What are the terms of the new AGIO stock options granted to Tsveta Milanova?

She received stock options covering 52,000 shares on March 1, 2026. Twenty‑five percent of the underlying shares vest on March 1, 2027, with the remaining 75% vesting in 36 equal monthly installments afterward, according to the disclosed vesting schedule.

How did previously granted AGIO restricted stock units affect Milanova’s shareholdings?

Previously granted restricted stock units vested and converted into common stock. On March 2, 2026, 5,666 and 4,000 RSUs from earlier grants were exercised into the same number of common shares at no cost, increasing her direct share ownership before tax-related sales.