AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2025

Mar 4, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS, INC. (AGIO)
CIK: 0001439222
Period of Report: 2025-03-01

Reporting Person: Washburn Theodore James Jr. (Principal Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-01	Common stock	M	777	—	Acquired	6269	Direct
2025-03-03	Common stock	S	231	$35.54	Disposed	6038	Direct
2025-03-01	Common stock	M	2350	—	Acquired	8388	Direct
2025-03-03	Common stock	S	697	$35.54	Disposed	7691	Direct
2025-03-01	Common stock	M	2450	—	Acquired	10141	Direct
2025-03-03	Common stock	S	727	$35.54	Disposed	9414	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-01	Restricted stock units	$	A	8085	Acquired		Common stock (8085)	Direct
2025-03-01	Restricted stock units	$	A	6142	Acquired		Common stock (6142)	Direct
2025-03-01	Restricted stock units	$	M	777	Disposed		Common stock (777)	Direct
2025-03-01	Restricted stock units	$	M	2350	Disposed		Common stock (2350)	Direct
2025-03-03	Restricted stock units	$	M	2450	Disposed		Common stock (2450)	Direct

Footnotes

F1: Includes 55 shares purchased through the Company's employee stock purchase plan.

F2: Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's restricted stock 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 restricted stock unit agreement dated March 1, 2022.

F3: Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's restricted stock 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 restricted stock unit agreement dated March 1, 2023.

F4: Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's restricted stock 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 restricted stock unit agreement dated March 1, 2024.

F5: Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

F6: The restricted stock units were granted on March 1, 2025. Beginning on March 1, 2026, the shares underlying the restricted stock units will vest in three equal annual installments.

F7: The restricted stock units were granted on March 1, 2025. On February 1, 2027, the shares underlying the restricted stock units will vest in full.

F8: The restricted stock units were granted on March 1, 2022. Beginning on March 1, 2023, the shares underlying the restricted stock units will vest in three equal annual installments.

F9: The restricted stock units were granted on March 1, 2023. Beginning on March 1, 2024, the shares underlying the restricted stock units will vest in three equal annual installments.

F10: The restricted stock units were granted on March 1, 2024. Beginning on March 1, 2025, the shares underlying the restricted stock units will vest in three equal annual installments.