Agios Pharma registers more shares for amended equity plan

Rhea-AI Filing Summary

Agios Pharmaceuticals, Inc. (AGIO) filed a Form S-8 on 18 June 2025 to register additional shares under its 2023 Stock Incentive Plan, as amended. The filing is purely administrative and incorporates by reference the prior S-8 (File No. 333-272615, filed 13 June 2023), with the only new content being updated exhibits and signatures.

The registration enables the continued issuance of equity-based compensation to employees, directors and consultants. Exhibits include the company’s Restated Certificate of Incorporation, current By-laws, the updated plan document, the legal opinion of Wilmer Cutler Pickering Hale and Dorr LLP, the PwC consent, and filing-fee calculations. No financial statements, earnings data or transactional details are provided.

Because Form S-8 does not itself issue shares but merely registers them for potential future grants, there is no immediate cash impact. However, any subsequent grants will add to the company’s share count and could modestly dilute existing shareholders.

Positive

• Continues authorization of the 2023 Stock Incentive Plan, allowing AGIO to maintain competitive equity incentives for talent retention and recruitment.

Negative

• Potential dilution to existing shareholders once additional registered shares are granted under the plan.

Insights

Corporate Governance Expert

TL;DR: Routine S-8 keeps equity plan compliant; minimal governance impact.

This filing simply tops up registration capacity for the 2023 Stock Incentive Plan so that equity awards can continue to be granted without interruption. All required corporate authorizations and consents are included, and the company remains a large accelerated filer. From a governance perspective the move aligns with standard practice for a Nasdaq-listed biotech and signals ongoing commitment to equity-based compensation but adds no new strategic information.

Securities Analyst

TL;DR: Administrative filing; negligible near-term share-price effect.

Form S-8 does not convey financial performance data, nor does it trigger an immediate issuance. The absence of share quantity details limits any dilution assessment, but historically such top-ups are modest relative to AGIO’s ~55 million shares outstanding. Investors should monitor future Form 4 and proxy disclosures to gauge actual grant sizes. Overall, impact on valuation models or consensus estimates is immaterial at this stage.

As filed with the Securities and Exchange Commission on June 18, 2025

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Agios Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware	 	26-0662915
(State or Other Jurisdiction of Incorporation or Organization)	 	(I.R.S. Employer Identification No.)
88 Sidney Street Cambridge, MA	 	02139
(Address of Principal Executive Offices)	 	(Zip Code)

2023 Stock Incentive Plan, as amended

(Full Title of the Plan)

Brian Goff

Chief Executive Officer

Agios Pharmaceuticals, Inc.

88 Sidney Street

Cambridge, MA 02139

(Name and Address of Agent For Service)

(617) 649-8600

(Telephone Number, Including Area Code, of Agent For Service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	 	☒	  	Accelerated filer	 	☐
Non-accelerated filer	 	☐	  	Smaller reporting company	 	☐
	 		  	Emerging growth company	 	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8, relating to the 2023 Stock Incentive Plan, as amended, of Agios Pharmaceuticals, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-272615, filed with the Securities and Exchange Commission on June 13, 2023, by the Registrant, relating to the Registrant’s 2023 Stock Incentive Plan, except for Item 8, Exhibits.

Item 8. Exhibits.

 

Exhibit Number

  

Description of Exhibit

  

Incorporated by Reference

  

 

  

Form

  

File Number

  

Date of Filing

  

Exhibit Number

  

Filed Herewith

4.1

  

Restated Certificate of Incorporation of the Registrant

  

8-K

  

001-36014

  

July 30, 2013

  

3.1

  

4.2

  

Third Amended and Restated By-Laws of the Registrant

  

8-K

  

001-36014

  

March 3, 2023

  

3.1

  

5.1

  

Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant

  

  

  

  

  

X

23.1

  

Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)

  

  

  

  

  

X

23.2

  

Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm

  

  

  

  

  

X

24.1

  

Power of attorney (included on the signature pages of this registration statement)

  

  

  

  

  

X

99.1

  

2023 Stock Incentive Plan, as amended

  

  

  

  

  

X

107

  

Calculation of Filing Fee Tables

  

  

  

  

  

X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 18^th day of June, 2025.

 

AGIOS PHARMACEUTICALS, INC.
By:	 	/s/ Brian Goff
	 	Brian Goff
	 	Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Agios Pharmaceuticals, Inc., hereby severally constitute and appoint Brian Goff, Cecilia Jones and James Burns, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Agios Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature	  	Title	 	Date
/s/ Brian Goff Brian Goff	  	Chief Executive Officer and Director (Principal executive officer)	 	June 18, 2025
/s/ Cecilia Jones Cecilia Jones	  	Chief Financial Officer (Principal financial officer)	 	June 18, 2025
/s/ T.J. Washburn T.J. Washburn	  	Vice President, Controller (Principal accounting officer)	 	June 18, 2025
/s/ Jacqualyn A. Fouse Jacqualyn A. Fouse	  	Chair of the Board of Directors	 	June 18, 2025
/s/ Rahul Ballal Rahul Ballal, Ph.D.	  	Director	 	June 18, 2025
/s/ Jeffrey Capello Jeffrey Capello	  	Director	 	June 18, 2025
/s/ Kaye Foster Kaye Foster	  	Director	 	June 18, 2025
/s/ Maykin Ho Maykin Ho, Ph.D.	  	Director	 	June 18, 2025

/s/ Catherine Owen Catherine Owen	  	Director	 	June 18, 2025
/s/ David Scadden David Scadden, M.D.	  	Director	 	June 18, 2025
/s/ Cynthia Smith Cynthia Smith	  	Director	 	June 18, 2025

 

FAQ

Why did Agios Pharmaceuticals (AGIO) file a Form S-8 on 18 June 2025?

To register additional shares for issuance under its 2023 Stock Incentive Plan, as amended.

Does the Form S-8 immediately increase AGIO’s share count?

No. It registers shares for future grants; actual dilution occurs only when awards are issued and exercised.

Were any financial results or earnings figures included in this filing?

No. Form S-8 filings are administrative and do not contain financial performance data.

What exhibits were added in this S-8 registration statement?

Key exhibits include the legal opinion (Ex. 5.1), auditor consent (Ex. 23.2), the amended 2023 Stock Incentive Plan (Ex. 99.1), and filing-fee tables (Ex. 107).

Is this filing considered material for investors?

Generally not material; it is routine paperwork to keep the incentive plan in force.