Viswanadhan Krishnan 4

What Happened
Krishnan, Agios Pharmaceuticals' Chief Corporate Development & Strategy officer, had 8,100 performance share units (PSUs) convert into common shares (exercise/conversion reported at $0.00) and sold 2,959 of those shares in an open-market transaction at $34.71 each, netting $102,707. The filing also reports the conversion/settlement of the related derivative award (PSUs).

Key Details

• Transaction date: April 2, 2026. Filing date: April 6, 2026 (filed timely).
• Exercise/conversion: 8,100 shares @ $0.00 (PSUs converted to shares).
• Open-market sale: 2,959 shares @ $34.71 = $102,707.
• Shares owned after the transaction: not disclosed in the filing.
• Notable footnotes: sale of shares was to cover tax withholding on PSU vesting and was effected pursuant to durable automatic sale instructions consistent with a Rule 10b5-1 arrangement (see footnote F1). Each PSU represents a contingent right to one share (F2). The PSUs were granted March 5, 2025; 50% of the award vested upon a specified regulatory milestone determined met on April 2, 2026, and vested shares will be delivered within three business days (F3).

Context
This was a conversion of performance-based equity and a partial sale to satisfy tax withholding obligations under pre-existing automatic instructions — a routine, non-speculative transaction common when awards vest. The $102.7k sale proceeds reflect the tax-withholding sale rather than an outright investment-timing decision.