Gheuens Sarah 4

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.