Gheuens Sarah 4

What Happened

• Sarah Gheuens, Chief Medical Officer of Agios Pharmaceuticals (AGIO), had 8,375 restricted stock units (RSUs) convert to common shares on July 1, 2026 (recorded as derivative exercise/conversion at $0). On the same day she sold 4,007 of those shares in an open-market transaction at $37.56 per share, generating $150,503. The sale was executed to satisfy tax withholding obligations tied to the vesting of the RSUs.

Key Details

• Transaction date: July 1, 2026 (Form 4 filed July 2, 2026 — timely)
• Conversion: 8,375 shares from RSUs recorded at $0 (derivative exercise/conversion)
• Sale: 4,007 shares disposed at $37.56 each, total proceeds $150,503
• Shares owned after transaction: not specified in the provided filing excerpt (see full Form 4 for current holdings)
• Footnotes: F1 — the 4,007-share sale was to cover tax withholding and was executed under durable automatic sale instructions consistent with a Rule 10b5-1 plan; F2 — each RSU equals one share; F3 — RSUs granted July 1, 2023, vest in three equal annual installments beginning July 1, 2024

Context

• These were RSU conversions (no cash paid to acquire the shares; exercise price shown as $0) with a partial, automatic sale to cover taxes — a routine, administrative transaction rather than an outright investment buy or discretionary sale. The presence of pre-set sale instructions and 10b5-1 handling reduces concerns about timing-based insider trading, but it still appears as an insider sale in public filings.