Burns James William 4

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

AI-generated summary of this filing

Updated Apr 6, 2026

AGIOS (AGIO) CLO James Burns Exercises PSUs, Sells 3,280 Shares

What Happened

James W. Burns, Chief Legal Officer of Agios Pharmaceuticals (AGIO), had 8,500 performance share units (PSUs) vest and convert into common stock on April 2, 2026 (no cash paid). Concurrently, he sold 3,280 shares in an open-market transaction at $34.71 each, generating $113,849 to cover tax withholding. The remaining converted shares were retained (delivery to occur within three business days per the filing).

Key Details

Transaction date: April 2, 2026.
Open-market sale: 3,280 shares at $34.71 = $113,849.
Derivative conversion/exercise: 8,500 PSUs converted into shares at $0.00 (PSUs represent contingent rights to one share each).
Footnotes: Sale executed to cover tax withholding obligations under automatic durable sale instructions consistent with a Rule 10b5-1 plan; PSUs granted March 1, 2024 and vested 50% upon a specified regulatory milestone determined met April 2, 2026. Vested shares will be delivered within three business days.
Shares owned after transaction: not specified in the filing.
Filing timeliness: Report filed April 6, 2026, which is within the required two-business-day reporting window for an April 2 transaction (timely).

Context

This was not a purchase (no cash outlay) but a routine tax-withholding sale following PSU vesting. The conversion of PSUs into shares is recorded as a derivative exercise; a portion of the resulting shares were sold immediately under pre-arranged instructions to satisfy taxes. Such sales under a 10b5-1 arrangement are common and are not, by themselves, a directional signal about the insider’s view of the stock.

Form 4

Period: 2026-04-02

Chief Legal Officer

Transactions

Exercise/Conversion
Common stock
2026-04-02+8,500→ 52,586 total
Sale
Common stock
[F1]
2026-04-02$34.71/sh−3,280$113,849→ 49,306 total
Exercise/Conversion
Performance share units
[F2][F3]
2026-04-02−8,500→ 8,500 total
→ Common stock (8,500 underlying)

Footnotes (3)

[F1]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.
[F2]Each performance share unit represents a contingent right to receive one share of the issuer's common stock.
[F3]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 James Burns|2026-04-06

1 file