Burns James William 4

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.