ARMEN GARO H 4

What Happened
Garo H. Armen, Chairman, Chief Executive Officer and Principal Financial Officer of Agenus Inc. (AGEN), received 4,829 shares on February 20, 2026 as stock-based salary payment (reported as an award/acquisition). The shares were valued at the closing price of $3.06 on that date, for an aggregate value of approximately $14,777. These shares were issued under the Amended and Restated Agenus Inc. 2019 Equity Incentive Plan and are fully vested on the date of issuance.

Key Details

• Transaction date and price: 2026-02-20 at $3.06 per share (closing price).
• Shares issued: 4,829; total value reported: $14,777 (net amount of Dr. Armen’s salary for the pay period ending Feb 20, 2026).
• Vesting: Shares are fully vested on the date of issuance.
• Holdings after transaction: The Form 4 does not state Dr. Armen’s total beneficial ownership after this issuance. Related disclosures note 23,950 shares held by the Garo Armen 2020 2 Year AG GRAT and 5,000 shares owned by Pixie Partners (a partnership where Dr. Armen is a general partner; he disclaims beneficial ownership to the extent of his pecuniary interest). The newly issued shares are held in Dr. Armen’s IRA accounts.
• Filing timeliness: Report filed 2026-02-24 for the 2026-02-20 transaction (filed within the standard reporting window).

Context
This transaction reflects salary paid in company stock at the executive’s request and approved by the Compensation Committee, not an open-market purchase or sale. Compensation-issued shares are routine and reflect remuneration arrangements rather than a direct buy/sell signal about insider sentiment.