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

Rhea-AI Filing Summary

Form 4 filing overview: On 06/23/2025, Agios Pharmaceuticals, Inc. (NASDAQ: AGIO) reported changes in the beneficial ownership of director Kaye I. Foster-Cheek.

• New equity grants (06/18/2025): • 2,816 restricted stock units (RSUs) that vest in full on 06/18/2026. • 15,768 stock options with a $35.50 exercise price, also vesting 100% on 06/18/2026 and expiring 06/18/2035.
• RSU conversion (06/20/2025): 2,120 previously granted RSUs vested and were converted into an equal number of common shares at $0 cost (code M). These shares were added to her direct holdings.
• Post-transaction ownership: • Direct: 7,468 common shares. • Indirect: 2,200 shares held by the Foster Family Revocable Trust.

No shares were sold and no cash purchases were reported. All transactions were equity-based awards or conversions, indicating routine director compensation and continued share ownership.

Insights

Corporate Governance Expert

TL;DR – Equity grants align director incentives; no sales signal continued commitment.

The filing reflects standard board compensation. Foster-Cheek received a one-year cliff RSU grant (2,816 shares) and a matching option grant (15,768 shares at $35.50). The vesting through 06/18/2026 links value creation to share performance. The conversion of 2,120 RSUs into stock increases direct ownership to 7,468 shares, while the trust maintains 2,200 shares. There were no disposals, mitigating concerns of insider pessimism. Governance wise, the awards are typical and maintain alignment without immediate dilution because options are priced at the grant-date market price and not yet in-the-money.

Securities Analyst

TL;DR – Neutral market impact; routine Form 4 with no open-market buying or selling.

From an investor’s lens, these transactions are routine. The new RSUs and options expand potential future dilution by roughly 18,584 shares, which equates to <0.03% of the 39 million shares outstanding (based on last 10-K). The conversion of 2,120 RSUs adds negligible float. Absence of insider selling avoids a negative signal, but lack of open-market buying limits bullish interpretation. Overall market impact is minimal and should not materially affect valuation models.

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).

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^*

Foster-Cheek Kaye I

(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)
06/18/2025

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	06/20/2025		M		2,120	A	$0	7,468	D
Common stock								2,200	I	By Foster Family Revocable Trust

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)	06/18/2025		A		2,816		(2)	(2)	Common stock	2,816	$0	2,816	D
Stock options (right to buy)	$35.5	06/18/2025		A		15,768		(3)	06/18/2035	Common stock	15,768	$0	15,768	D
Restricted stock units	(1)	06/20/2025		M			2,120	(4)	(4)	Common stock	2,120	$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 June 18, 2025. The shares underlying the stock units will vest in full on June 18, 2026. Vested shares will be delivered to the reporting person within three business days after such shares become vested.

3. These options were granted on June 18, 2025. The shares underlying these options vest as to 100% of the underlying shares on June 18, 2026.

4. The restricted stock units were granted on June 20, 2024. The shares underlying the stock units vest in full on June 20, 2025. 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 Kaye Foster	06/23/2025
	** 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).
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