4//SEC Filing
Goff Brian 4
Accession 0001439222-26-000008
CIK 0001439222other
Filed
Jan 1, 7:00 PM ET
Accepted
Jan 2, 8:16 PM ET
Size
15.2 KB
Accession
0001439222-26-000008
Insider Transaction Report
Form 4
Goff Brian
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Common stock
2025-12-30+25,528→ 149,056 total - Sale
Common stock
2025-12-30$27.09/sh−12,473$337,894→ 136,583 total - Exercise/Conversion
Common stock
2025-12-30+12,750→ 149,333 total - Sale
Common stock
2025-12-30$27.09/sh−6,230$168,771→ 143,103 total - Exercise/Conversion
Performance share units
2025-12-30−25,528→ 25,528 total→ Common stock (25,528 underlying) - Exercise/Conversion
Performance share units
2025-12-30−12,750→ 0 total→ Common stock (12,750 underlying)
Footnotes (5)
- [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.
Documents
Issuer
AGIOS PHARMACEUTICALS, INC.
CIK 0001439222
Entity typeother
Related Parties
1- filerCIK 0001546216
Filing Metadata
- Form type
- 4
- Filed
- Jan 1, 7:00 PM ET
- Accepted
- Jan 2, 8:16 PM ET
- Size
- 15.2 KB