Gheuens Sarah 4

What Happened

• Sarah Gheuens, Chief Medical Officer of Agios Pharmaceuticals (AGIO), had 3,000 performance-based equity units recorded on June 18, 2026. The Form 4 shows a conversion/exercise of 3,000 derivative units and an acquisition/grant of 3,000 derivative units at $0.00 — no cash changed hands and the reported value is $0.
• This is an award tied to milestone achievement (not an open-market buy or sale). The underlying shares remain contingent and will only vest on December 31, 2027 subject to continued service.

Key Details

• Transaction date: June 18, 2026; Form 4 filed June 23, 2026.
• Reported amounts/prices: 3,000 units exercised/converted (M) @ $0.00 (disposed) and 3,000 units granted/acquired (A) @ $0.00; total reported consideration $0.
• Shares owned after transaction: not specified in the filing.
• Footnotes of note:
  • F1: Each performance stock unit (PSU) is a contingent right to one share.
  • F2: PSUs were originally granted March 1, 2025; the specified research milestone was determined met on June 18, 2026. Shares related to that milestone will vest on December 31, 2027 subject to continued service.
  • F3: Restricted stock unit definition (standard disclosure).
• Filing timeliness: Form shows filing date; the filing does not state that it was late.

Context

• These entries reflect milestone-based equity compensation (PSUs) rather than a cash purchase or immediate share sale. The units are contingent and will only convert into actual shares if vesting conditions (including continued service through 12/31/2027) are met.
• Such awards are common executive compensation and do not directly indicate immediate insider buying or selling in the market.