[Form 4] Agios Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cynthia Smith, a director of Agios Pharmaceuticals (AGIO), reported the vesting/conversion of 2,302 restricted stock units into common shares on 08/11/2025. The RSUs were granted on 08/11/2022 and, per the filing, vest in three equal annual installments beginning 08/11/2023. The transaction is recorded with transaction code M and shows an acquisition at $0 per share.

The filing reports 12,414 common shares beneficially owned directly by the reporting person following the reported transaction. No cash proceeds or sales are shown in the report, indicating this event reflects equity compensation vesting rather than a market sale.

Positive

• 2,302 restricted stock units converted to common shares
• Beneficial direct holdings increased to 12,414 shares

Negative

• None.

Insights

Financial Analyst

TL;DR: Director RSU vesting added 2,302 shares; routine compensation event with limited immediate valuation impact.

The Form 4 shows a conversion/vesting of 2,302 restricted stock units into common shares at $0, increasing direct holdings to 12,414 shares. There is no sale or cash consideration reported, so this is a non-dilutive compensation recognition for the individual rather than a liquidity event. Absent larger insider sales, dilution, or other disclosures, this transaction is unlikely to materially change the company's near-term financial picture.

Corporate Governance Expert

TL;DR: Vesting follows disclosed award schedule; transaction aligns with director retention practices and shows no insider selling.

The RSUs were originally granted on 08/11/2022 and vest in three equal annual installments beginning 08/11/2023, as stated in the filing. The report uses transaction code M and records acquisition at $0, consistent with issuance/vesting of equity compensation. This filing signals routine governance of director compensation rather than any governance concern or change in insider intent to sell.

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

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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).

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^*

Smith Cynthia

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025		M		2,302	A	$0	12,414	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	(1)	08/11/2025		M			2,302	(2)	(2)	Common stock	2,302	$0	0	D

Explanation of Responses:

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

2. The restricted stock units were granted on August 11, 2022. Beginning on August 11, 2023, the shares underlying the restricted stock units will vest in three equal annual installments.

Remarks:

	/s/ William Cook, as attorney-in-fact for Cynthia Smith	08/13/2025
	** 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.
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FAQ

What did Cynthia Smith report on Form 4 for AGIO?

She reported the vesting/conversion of 2,302 restricted stock units into common shares on 08/11/2025, increasing direct holdings to 12,414 shares.

How many RSUs vested and when were they granted?

The filing shows 2,302 RSUs related to a grant dated 08/11/2022, with vesting in three equal annual installments beginning 08/11/2023.

Did Cynthia Smith sell any AGIO shares in this transaction?

No. The Form 4 shows an acquisition/vesting at $0 and does not report any dispositions or sales.

What is Cynthia Smith's role at Agios Pharmaceuticals?

The filing identifies Cynthia Smith as a Director of Agios Pharmaceuticals (AGIO).

What transaction code and price are shown in the filing?

The transaction is recorded with code M and a price of $0 per share.