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  4. [Form 4] AGIOS PHARMACEUTICALS, INC. Insider Trading Activity

Agios CMO exercises options at $25.01, sells 2,454 shares

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Agios Pharmaceuticals (AGIO) reported an insider transaction by its Chief Medical Officer. On 11/11/2025, the officer exercised stock options for 2,454 shares at $25.01 per share and sold 2,454 common shares at a weighted average price of $43.78 under a Rule 10b5-1 trading plan.

Following these transactions, the officer beneficially owns 61,727 common shares directly. The option exercised was part of a grant originally awarded on March 1, 2023, with vesting beginning on March 1, 2024 and continuing monthly thereafter.

Positive

  • None.

Negative

  • None.
Insider Gheuens Sarah
Role Chief Medical Officer
Sold 2,454 shs ($107K)
Approx. gross sale proceeds $107K
Approx. exercise cost $61K
Approx. pre-tax spread $46K
Type Security Shares Price Value
Exercise Stock options (right to buy) 2,454 $0.00 $0.00
Exercise Common stock 2,454 $25.01 $61K
Sale Common stock 2,454 $43.78 $107K
Holdings After Transaction: Stock options (right to buy) — 26,130 shares (Direct); Common stock — 61,727 shares (Direct)
Footnotes (3)
  1. F1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
  2. F2. The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $43.77 to $43.88. The reporting person undertakes, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
  3. F3. This option was originally granted on March 1, 2023 for the purchase of 44,000 shares of common stock. The shares underlying this option vest as to 25% of the underlying shares on March 1, 2024, with the remaining 75% vesting in 36 equal monthly installments thereafter.

FAQ

What did Agios (AGIO) disclose in this Form 4?
The CMO exercised options for 2,454 shares at $25.01 and sold 2,454 shares at a weighted average price of $43.78 under a Rule 10b5-1 plan.

How many AGIO shares does the reporting person own after the transaction?
Beneficial ownership is 61,727 common shares directly after the reported transactions.

What price were the AGIO shares sold at?
The sale used a weighted average price of $43.78, with individual trades ranging from $43.77 to $43.88.

Were the sales under a 10b5-1 trading plan?
Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

What were the terms of the exercised stock options?
The option had a $25.01 exercise price, was granted on March 1, 2023 for 44,000 shares, vesting 25% on March 1, 2024 and the remainder in 36 monthly installments.

Who filed the Form 4 for AGIO?
It was filed for the Chief Medical Officer, with the signature by attorney-in-fact on 11/13/2025.

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Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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*
Gheuens Sarah
(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)
Chief Medical Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2025
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 11/11/2025 M 2,454 A $25.01 64,181 D
Common stock 11/11/2025 S(1) 2,454 D $43.78(2) 61,727 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
Stock options (right to buy) $25.01 11/11/2025 M 2,454 (3) 03/01/2033 Common stock 2,454 $0 26,130 D
Explanation of Responses:
1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
2. The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $43.77 to $43.88. The reporting person undertakes, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
3. This option was originally granted on March 1, 2023 for the purchase of 44,000 shares of common stock. The shares underlying this option vest as to 25% of the underlying shares on March 1, 2024, with the remaining 75% vesting in 36 equal monthly installments thereafter.
Remarks:
/s/ William Cook, as attorney-in-fact for Sarah Gheuens 11/13/2025
** 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.
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.

Source: View Original Filing on SEC EDGAR