Jones Cecilia 4

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.