Jones Cecilia 4

4 · AGIOS PHARMACEUTICALS, INC. · Filed Apr 6, 2026

AI-generated summary of this filing

Updated Apr 6, 2026

Agios (AGIO) CFO Cecilia Jones Receives Award, Sells 3,141 Shares

What Happened

Cecilia Jones, Chief Financial Officer of Agios Pharmaceuticals (AGIO), had 8,500 performance share units (PSUs) vest on April 2, 2026 and the PSUs converted into common shares. Following the vesting, Jones sold 3,141 shares in an open‑market transaction at $34.71 per share for proceeds of $109,024 to cover tax withholding obligations.

Key Details

Transaction date: April 2, 2026; filing date: April 6, 2026.
Sale: 3,141 shares sold at $34.71 each; total proceeds $109,024.
Vesting/conversion: 8,500 PSUs converted to common stock (reported as exercise/conversion of a derivative).
Shares owned after the transaction: not specified in the filing.
Notable footnotes:
- F2: The 3,141‑share sale was to cover tax withholding and was effected pursuant to automatic instructions consistent with a Rule 10b5‑1 plan included in the PSU agreement.
- F3/F4: Each PSU equals one share. The PSUs were granted March 1, 2024; 50% vested on April 2, 2026 after a specified regulatory milestone. The remaining 50% vests upon a separate commercial milestone. Vested shares will be delivered within three business days.
- F1: The filing notes holdings include 311 shares purchased through the company’s employee stock purchase plan (ESPP).

Context

This was not a conventional purchase signal: the primary event was the vesting/conversion of PSUs (an award), followed by a routine sale of a portion of those shares to satisfy tax withholding. Such “sell to cover” transactions are common after equity awards vest and are not necessarily indicative of a change in the insider’s view of the company.

Form 4

Period: 2026-04-02

Chief Financial Officer

Transactions

Exercise/Conversion
Common stock
[F1]
2026-04-02+8,500→ 58,139 total
Sale
Common stock
[F2]
2026-04-02$34.71/sh−3,141$109,024→ 54,998 total
Exercise/Conversion
Performance share units
[F3][F4]
2026-04-02−8,500→ 8,500 total
→ Common stock (8,500 underlying)

Footnotes (4)

[F1]Includes 311 shares purchased through the Company's employee stock purchase plan.
[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 March 1, 2024. The PSUs vest as to 50% of the underlying shares upon the achievement of a specified regulatory milestone and as to the remaining 50% 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 50% of the underlying shares. Vested shares will be delivered to the reporting person within three business days after such shares become vested.

Signature

/s/ William Cook, as attorney-in-fact for Cecilia Jones|2026-04-06

1 file