Brian Goff - 30 Dec 2025 Form 4 Insider Report for AGIOS PHARMACEUTICALS, INC. (AGIO)

Role
Chief Executive Officer, Director
Signature
/s/ William Cook, as Attorney in Fact for Brian Goff
Issuer symbol
AGIO
Transactions as of
30 Dec 2025
Net transactions value
-$506,664
Form type
4
Filing time
02 Jan 2026, 20:16:10 UTC
Previous filing
12 Aug 2025
Next filing
03 Mar 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Goff Brian Chief Executive Officer, Director C/O AGIOS PHARMACEUTICALS, INC., 88 SIDNEY STREET, CAMBRIDGE /s/ William Cook, as Attorney in Fact for Brian Goff 02 Jan 2026 0001546216

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AGIO Common stock Options Exercise $0 +25,528 +21% $0.000000 149,056 30 Dec 2025 Direct
transaction AGIO Common stock Sale $337,894 -12,473 -8.4% $27.09 136,583 30 Dec 2025 Direct F1
transaction AGIO Common stock Options Exercise $0 +12,750 +9.3% $0.000000 149,333 30 Dec 2025 Direct
transaction AGIO Common stock Sale $168,771 -6,230 -4.2% $27.09 143,103 30 Dec 2025 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AGIO Performance share units Options Exercise $0 -25,528 -50% $0.000000 25,528 30 Dec 2025 Common stock 25,528 Direct F3, F4
transaction AGIO Performance share units Options Exercise $0 -12,750 -100% $0.000000 0 30 Dec 2025 Common stock 12,750 Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
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 August 8, 2022.
F2 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, 2023.
F3 Each performance share unit represents a contingent right to receive one share of the issuer's common stock.
F4 The PSUs were granted on August 8, 2022. The PSUs vest as to 15% of the underlying shares upon the achievement of a specified research milestone and as to the remaining underlying shares upon the achievement of other clinical and regulatory milestones. The performance criteria for the specified regulatory milestone was determined to have been met on December 29, 2025, resulting in the vesting of the PSUs as to 15% of the underlying shares of common stock. Vested shares will be delivered to the reporting person within three business days after such shares become vested.
F5 The PSUs were granted on March 1, 2023. The PSUs vest as to 50% of the underlying shares upon the achievement of a specified research milestone and as to the remaining 50% of the underlying shares upon the achievement of a specified regulatory milestone. The performance criteria for the specified regulatory milestone was determined to have been met on December 29, 2025, 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.