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

Rhea-AI Filing Summary

Form 4 filing overview

On July 8, 2025 Agios Pharmaceuticals, Inc. (AGIO) granted Director Jay T. Backstrom two equity awards:

• 23,393 non-qualified stock options at an exercise price of $36.28, vesting 25 % after one year and monthly thereafter through July 2029; expiration July 8, 2035.
• 4,341 restricted stock units (RSUs) convertible into one share each, vesting in three equal annual tranches starting July 8, 2026.

After the grant, Backstrom beneficially owns 23,393 options and 4,341 RSUs, all held directly.

The transaction is coded “A,” indicating a company-issued award rather than an open-market purchase, and no shares were sold. No financial performance metrics or strategic disclosures are included, making this a routine compensation event that modestly aligns the director’s incentives with shareholder interests.

Insights

Corporate Governance Analyst

TL;DR: Routine director equity grant; neutral market impact.

This Form 4 records standard board compensation—23,393 options at $36.28 and 4,341 RSUs to Director Jay Backstrom. Vesting terms (four-year for options, three-year for RSUs) promote long-term alignment but do not materially alter ownership structure or signal management sentiment. No cash sales occurred, so dilution is limited to future option exercises. Investors typically view such grants as ordinary course and not indicative of short-term performance trends.

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
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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^*

Backstrom Jay T.

(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)
07/08/2025

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

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
Stock options (right to buy)	$36.28	07/08/2025		A		23,393		(1)	07/08/2035	Common stock	23,393	$0	23,393	D
Restricted stock units	(2)	07/08/2025		A		4,341		(3)	(3)	Common stock	4,341	$0	4,341	D

Explanation of Responses:

1. This option was granted on July 8, 2025. The shares underlying this option vest as to 25% of the underlying shares on July 8, 2026, with the remaining 75% vesting in 36 equal monthly installments thereafter.

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

3. The restricted stock units were granted on July 8, 2025. Beginning on July 8, 2026, the shares underlying the restricted stock units will vest in three equal annual installments.

Remarks:

	/s/ William Cook, as attorney-in-fact for Jay Backstrom	07/10/2025
	** 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.

FAQ

What insider transaction did AGIO report on Form 4 dated July 10, 2025?

Director Jay T. Backstrom was granted 23,393 stock options at $36.28 and 4,341 RSUs on July 8, 2025.

What are the vesting terms of Jay Backstrom’s AGIO stock options?

The options vest 25 % on July 8, 2026 with the remaining 75 % vesting in 36 equal monthly installments thereafter and expire July 8, 2035.

When do the restricted stock units granted to Jay Backstrom vest?

The 4,341 RSUs begin vesting on July 8, 2026 in three equal annual installments.

Did the Form 4 filing disclose any share sales by the director?

No. The filing codes the transaction as "A" (acquisition) and shows no dispositions or sales.

How many derivative securities does Jay Backstrom own after the transaction?

Following the grant, he directly holds 23,393 stock options and 4,341 RSUs.