Goff Brian 4
4 · AGIOS PHARMACEUTICALS, INC. · Filed Apr 6, 2026
Research Summary
AI-generated summary of this filing
Agios (AGIO) CEO Brian Goff Sells Shares to Cover Tax on Vesting
What Happened
Brian Goff, CEO of Agios Pharmaceuticals (AGIO), had performance share units (PSUs) vest and convert into 39,028 shares on April 2, 2026 (conversion reported at $0). Of those shares, he sold 12,472 and 6,596 shares in two open-market transactions at $34.71 each, generating total proceeds of $661,850. The sales were made to satisfy tax-withholding obligations and were executed under automatic sale instructions.
Key Details
- Transaction date: April 2, 2026; filing date: April 6, 2026 (appears timely within the 2-business-day Form 4 window).
- Sales: 12,472 shares @ $34.71 = $432,903; 6,596 shares @ $34.71 = $228,947; total sold = 19,068 shares for ~$661,850.
- Conversions: 25,528 and 13,500 PSUs converted into shares (total 39,028) at $0 (PSUs are contingent rights to receive common stock).
- Shares retained (inferred): 39,028 converted − 19,068 sold = ~19,960 shares retained (filing does not state "shares owned after" explicitly; this is an inference).
- Footnotes: Sales were effectuated to cover tax withholding under durable automatic sale instructions included in the PSU agreements (Rule 10b5-1(c) affirmative-defense plans; grant dates Aug 8, 2022 and Mar 1, 2024).
- Vesting trigger: The specified regulatory milestone was determined met on April 2, 2026, causing partial vesting (15% of the Aug 8, 2022 PSUs and 25% of the Mar 1, 2024 PSUs); vested shares to be delivered within three business days.
Context
PSUs convert into shares without a cash exercise price, and selling a portion to cover taxes is a common, routine corporate-insider action rather than a directional bet on the stock. Because these sales were done under pre-existing automatic instructions (10b5-1) to satisfy tax obligations, they generally reflect administrative needs rather than a discretionary stock-sale decision.
Insider Transaction Report
- Exercise/Conversion
Common stock
2026-04-02+25,528→ 190,076 total - Sale
Common stock
[F1]2026-04-02$34.71/sh−12,472$432,903→ 177,604 total - Exercise/Conversion
Common stock
2026-04-02+13,500→ 191,104 total - Sale
Common stock
[F2]2026-04-02$34.71/sh−6,596$228,947→ 184,508 total - Exercise/Conversion
Performance share units
[F3][F4]2026-04-02−25,528→ 0 total→ Common stock (25,528 underlying) - Exercise/Conversion
Performance share units
[F3][F5]2026-04-02−13,500→ 40,500 total→ Common stock (13,500 underlying)
Footnotes (5)
- [F1]Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance share units. This transaction was effected pursuant to durable automatic sale instructions consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act. Such instructions were included in the reporting person's performance share unit agreement dated August 8, 2022.
- [F2]Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance share units. This transaction was effected pursuant to durable automatic sale instructions consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act. Such instructions were included in the reporting person's performance share unit agreement dated March 1, 2024.
- [F3]Each performance share unit represents a contingent right to receive one share of the issuer's common stock.
- [F4]The PSUs were granted on August 8, 2022. The PSUs vest as to 15% of the underlying shares upon the achievement of a specified regulatory milestone and as to the remaining underlying shares upon the achievement of other clinical and regulatory milestones. The performance criteria for the specified regulatory milestone was determined to have been met on April 2, 2026, resulting in the vesting of the PSUs as to 15% of the underlying shares of common stock. Vested shares will be delivered to the reporting person within three business days after such shares become vested.
- [F5]The PSUs were granted on March 1, 2024. The PSUs vest as to 25% of the underlying shares upon the achievement of a specified regulatory milestone and as to the remaining 75% of the underlying shares upon the achievement of a specified commercial milestone. The performance criteria for the specified regulatory milestone was determined to have been met on April 2, 2026, resulting in the vesting of the PSUs as to 25% of the underlying shares. Vested shares will be delivered to the reporting person within three business days after such shares become vested.