Agenus CEO Armen Garo Receives Award of 1.97M Options

What Happened
Armen Garo, Chairman, Chief Executive Officer and Principal Financial Officer of Agenus Inc. (AGEN), was granted a derivative award of 1,971,500 option-equivalent shares on 2026-08-10 (reported on Form 4 filed 2026-08-12). The grant is reported at $0.00 (no immediate cash exchanged). The award is performance-based and divided into five equal tranches that only vest if specific stock-price targets are met (see footnote).

Key Details

• Transaction date: 2026-08-10; Filing date: 2026-08-12.
• Reported transaction type/code: A (Award/Grant). Price reported: $0.00.
• Number of shares/options granted: 1,971,500 (derivative).
• Shares/position after transaction: Not disclosed in this Form 4.
• Footnote (F1): Options split into five equal tranches; each tranche vests only if the company’s stock price sustains, for 30 consecutive calendar days within a five-year performance period, levels equal to 3x, 4x, 5x, 6x and 8x of a $7.78 measurement price, and each tranche also requires a minimum three-year service period.
• Timeliness: Filed within two days of the transaction (not marked late).

Context These are performance-vesting options (derivative awards) rather than an immediate stock purchase or sale. They will only vest—and potentially become exercisable—if both the time (minimum service) and stock-price performance conditions are satisfied during the performance period. Because the grant carries no immediate cash value reported and vests only on hitting high stock-price hurdles, it does not reflect an immediate change in cash position or share ownership and may be dilutive only if and when vesting/exercise occurs.