Goff Brian 4

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.