UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June 18~~July 3, 2025

Agios Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

~~001-36014~~

~~26-0662915~~

001-36014

26-0662915

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

88 Sidney Street,

Cambridge,

02139

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 649-8600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.001 per share

AGIO

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐

~~Emerging~~Item ~~growth~~5.02 ~~company ☐~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

IfOn anJuly ~~emerging~~3, ~~growth~~2025, ~~company~~the Board of Directors (the “Board”) of Agios Pharmaceuticals, ~~indicate~~Inc. by(the ~~check~~“Company”), ~~mark~~upon ifthe recommendation of the ~~registrant~~Nominating ~~has~~and Corporate Governance Committee of the Board (the “Corporate Governance Committee”), elected ~~not~~Jay toBackstrom, ~~use~~M.D., MPH, as a director, effective as of July 8, 2025 (the ~~extended~~“Effective ~~transition~~Date”). ~~period~~Dr. ~~for~~Backstrom ~~complying~~has been designated as a class III director to serve in accordance with ~~any~~the ~~new~~Company’s Third Amended and Restated By-Laws until the Company’s 2028 Annual Meeting of Stockholders and thereafter until his successor has been duly elected and qualified or ~~revised~~until ~~financial~~his ~~accounting~~earlier ~~standards~~death, ~~provided~~removal ~~pursuant~~or resignation. The Board, upon the recommendation of the Corporate Governance Committee, appointed Dr. Backstrom to ~~Section 13(~~serve as a) member of the ~~Exchange~~Science ~~Act~~and Technology Committee of the Board, effective as of the Effective Date. ☐

~~Item~~There 5are currently no arrangements or understandings between Dr.02 Backstrom and any other person pursuant to which Dr. ~~Departure~~Backstrom ofwas ~~Directors~~selected oras ~~Certain~~a ~~Officers;~~director. ~~Election~~There ofare ~~Directors;~~currently ~~Appointment~~no oftransactions ~~Certain~~in ~~Officers;~~which ~~Compensatory~~Dr. ~~Arrangements~~Backstrom has an interest requiring disclosure under Item 404(a) of ~~Certain~~Regulation ~~Officers~~S-K.

AtIn accordance with the ~~2025~~Company’s ~~Annual~~non-employee ~~Meeting~~director ofcompensation ~~Stockholders~~policy (the “Policy”), Dr. Backstrom will receive (i) annual cash compensation of ~~Agios~~(a) ~~Pharmaceuticals~~$50,000 ~~Inc.~~($12,500 per quarter) for his service as a director and (~~the~~b) ~~“Company”~~$7,500 ($1,875 per quarter) ~~held~~for his service on ~~June 18,~~the ~~2025~~Science and Technology Committee and (ii) reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of the ~~“Annual~~Board ~~Meeting”)~~and committees thereof. In addition, in accordance with the ~~Company’s~~Policy, ~~stockholders~~the ~~approved~~Board anwill ~~amendment~~grant (Dr. Backstrom, effective on the ~~“2023~~Effective ~~Plan~~Date, ~~Amendment”~~(i) a nonstatutory stock option to purchase the ~~Agios~~number ~~Pharmaceuticals,~~of ~~Inc.~~shares ~~2023~~of ~~Stock~~the ~~Incentive~~Company’s ~~Plan~~common (stock that has a Black-Scholes value as of the ~~“Current~~date ~~Plan”).~~of ~~The~~grant ~~2023~~equal ~~Plan~~to ~~Amendment~~$472,500, which ~~had~~will ~~previously~~be ~~been~~based ~~adopted~~on bythe closing price of the Company’s ~~board~~common ofstock ~~directors~~on (the ~~“Board”)~~Nasdaq ~~subject~~Global toSelect ~~stockholder~~Market ~~approval,~~on ~~increases~~ the Effective Date and (ii) restricted stock units for a number of shares of the Company’s common stock equal to $157,500 divided by the closing price of the Company’s ~~available~~common ~~for~~stock ~~issuance~~on ~~under~~the Nasdaq Global Select Market on the ~~Current~~Effective ~~Plan~~Date. byThe ~~2,500,000~~stock ~~shares~~options ~~and~~will ~~increases~~have an exercise price equal to the ~~number~~closing price of ~~shares~~the ofCompany’s common stock ofon the ~~Company~~Nasdaq ~~that~~Global ~~may~~Select beMarket ~~issued~~on the Effective Date, and will vest as ~~incentive~~to ~~stock~~25% ~~options~~of bythe underlying shares on the ~~same~~first ~~number~~anniversary of the Effective Date, with remainder vesting in equal increments over 36 additional months. The restricted stock units vest as to one-third of the underlying shares on each of the first, second and third anniversaries of the Effective Date.

~~The~~In ~~description~~connection ofwith ~~the~~his ~~Current~~election ~~Plan~~to the Board, asDr. ~~amended~~Backstrom bywill enter into an indemnification agreement (the ~~2023~~“Indemnification ~~Plan~~Agreement”) ~~Amendment,~~with ~~contained~~the onCompany. ~~pages~~The 87Indemnification toAgreement ~~100~~is ofsubstantially identical to the ~~Company’s~~ ~~definitive~~form ~~proxy~~of ~~statement~~indemnification ~~for~~agreement that the ~~Annual~~Company ~~Meeting,~~has ~~filed~~entered into with ~~the~~its ~~Securities~~other directors and ~~Exchange~~provides ~~Commission~~that (the ~~“SEC”)~~Company onwill ~~April 25,~~indemnify ~~2025,~~Dr. isBackstrom ~~incorporated~~for ~~herein~~some byexpenses, ~~reference.~~including Aattorneys’ ~~complete~~fees, ~~copy~~judgments, offines ~~the~~and ~~Agios~~settlement ~~Pharmaceuticals,~~amounts ~~Inc.~~incurred ~~2023~~by ~~Stock~~him ~~Incentive~~in ~~Plan,~~any asaction ~~amended,~~or isproceeding ~~attached~~arising ~~hereto~~out asof ~~Exhibit~~his ~~99.1~~service ~~and~~as isone ~~incorporated~~of ~~herein~~the byCompany’s ~~reference~~directors.

~~Item~~The ~~5.07.~~foregoing ~~Submission~~description of ~~Matters~~the toIndemnification aAgreement ~~Vote~~is qualified in its entirety by the full text of ~~Security~~the ~~Holders~~form of indemnification agreement by and between the Company and each of its officers and directors, which is incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-189216), filed with the Securities and Exchange Commission on July 11, 2013.

The following is a summary of the matters voted on at the Annual Meeting.

1. The Company’s stockholders elected Jacqualyn A. Fouse, Ph.D. and David Scadden, M.D. as Class III directors, each to serve for a three-year term expiring at the 2028 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. The results of the stockholders’ vote with respect to the election of such Class III directors were as follows:

	Votes For		VotesWithheld		BrokerNon-Votes
Jacqualyn A. Fouse, Ph.D.		45,959,402		3,925,859		1,475,062
David Scadden, M.D.		46,204,689		3,680,572		1,475,062

2. The Company’s stockholders approved the non-binding, advisory vote on the compensation paid to its named executive officers. The results of the stockholders’ non-binding, advisory vote with respect to compensation paid to the Company’s named executive officers were as follows:

Votes For		VotesAgainst		VotesAbstaining		BrokerNon-Votes
46,843,926		3,024,905		16,430		1,475,062

3. The Company’s stockholders approved the 2023 Plan Amendment. The results of the stockholders’ vote with respect to the approval of the 2023 Plan Amendment were as follows:

Votes For		VotesAgainst		VotesAbstaining		BrokerNon-Votes
31,683,420		18,197,324		4,517		1,475,062

4. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year. The results of the stockholders’ vote with respect to such ratification were as follows:

Votes For		VotesAgainst		VotesAbstaining		BrokerNon-Votes
51,200,808		136,734		22,781		0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description of Exhibit
99.1		Agios Pharmaceuticals, Inc. 2023 Stock Incentive Plan, as amended (incorporated by reference to Appendix A of the registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-36014) filed with the SEC on April 25, 2025)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AGIOS PHARMACEUTICALS, INC.	~~AGIOS PHARMACEUTICALS, INC.~~
Date: June 18, 2025		By:	/s/ Brian Goff
Date: July 8, 2025	By:		/s/ Brian Goff
			Brian Goff
			Brian GoffChief Executive Officer
			Chief Executive Officer

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