Gheuens Sarah 4

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

AI-generated summary of this filing

Updated Apr 6, 2026

Agios (AGIO) CMO Sarah Gheuens Sells Shares After PSU Vest

What Happened

Sarah Gheuens, Chief Medical Officer of Agios Pharmaceuticals (AGIO), had 8,500 performance share units (PSUs) vest on April 2, 2026 and converted them into 8,500 shares (derivative conversion at $0). She sold 2,940 of those shares in an open-market sale at $34.71 each, generating $102,047, to cover tax withholding. The remaining 5,560 vested shares will be delivered to her (per the filing).

Key Details

Transaction date: April 2, 2026; Filing date: April 6, 2026 (timely Form 4).
Conversion/exercise: 8,500 shares acquired via PSU vesting (derivative, $0 per share).
Sale: 2,940 shares sold at $34.71 each for proceeds of $102,047.
Net from vesting: 8,500 vested − 2,940 sold = 5,560 shares expected to be delivered to the insider.
Footnotes: F2 notes the sale was to cover tax withholding and was effected under durable automatic sale instructions consistent with a Rule 10b5-1 plan included in the PSU agreement; F1 notes 311 shares were purchased via the company ESPP; F3/F4 explain these were PSUs granted Mar 1, 2024 and 50% vested upon a regulatory milestone on Apr 2, 2026.
Shares owned after transaction: the filing shows the net newly delivered shares from vesting (5,560); total beneficial ownership reported on the Form 4 excerpt provided is not shown in full here.

Context

Code M indicates conversion/exercise of a derivative (here, PSUs converting to common stock at no cost). The open-market sale (S) was a tax-withholding sale under pre-established instructions (often routine), not necessarily a directional investment signal.

Form 4

Period: 2026-04-02

Chief Medical Officer

Transactions

Exercise/Conversion
Common stock
[F1]
2026-04-02+8,500→ 83,217 total
Sale
Common stock
[F2]
2026-04-02$34.71/sh−2,940$102,047→ 80,277 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 Sarah Gheuens|2026-04-06

1 file