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Armen of Agenus (NASDAQ: AGEN) takes salary in stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ARMEN GARO H reported acquisition or exercise transactions in this Form 4 filing.

AGENUS INC director and officer Garo H. Armen received 4,629 shares of Common Stock as fully vested compensation in lieu of cash salary for the pay period ending April 3, 2026. The shares were valued using the $3.33 closing price on April 2, 2026. After this grant, he directly holds 339,147 shares of Agenus common stock. He also has indirect holdings, including 31,298 shares in IRA accounts and 28,950 shares through a GRAT and a partnership in which he has investment authority and a partial pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider ARMEN GARO H
Role See Remarks
Type Security Shares Price Value
Grant/Award Common Stock 4,629 $3.33 $15K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 339,147 shares (Direct); Common Stock — 31,298 shares (Indirect, See Footnote)
Footnotes (1)
  1. At his request and with the approval of the Agenus Inc. Compensation Committee, Garo H. Armen's salary is being paid in stock, in lieu of cash. The amount reported herein represents the net amount of Dr. Armen's salary for the pay period ending April 3, 2026. Such shares are issued in accordance with the Amended and Restated Agenus Inc. 2019 Equity Incentive are fully vested on the date of issuance. $3.33 is the closing price of our Common Stock on April 2, 2026, the last trading day for the payroll date for the pay period ending April 3, 2026. Shares are held in Dr. Armen's IRA accounts. Dr. Armen is trustee and has investment authority for the Garo Armen 2020 2 Year AG GRAT holder of 23,950 shares of our Common Stock. Dr. Armen is a general partner in Pixie Partners, a General Partnership ("Pixie"), which as of the date of this report owns 5,000 shares of our Common Stock. Dr. Armen has a pecuniary interest in only a portion of the shares held by Pixie and disclaims beneficial ownership to the extent of his pecuniary interest therein.
Stock grant 4,629 shares Salary paid in stock for pay period ending April 3, 2026
Grant valuation price $3.33 per share Closing price on April 2, 2026
Direct holdings after grant 339,147 shares Common stock directly owned after April 3, 2026 transaction
IRA indirect holdings 31,298 shares Common stock held in Dr. Armen’s IRA accounts
GRAT and partnership holdings 28,950 shares 23,950 in 2020 2 Year AG GRAT and 5,000 in Pixie Partners
Equity Incentive financial
"issued in accordance with the Amended and Restated Agenus Inc. 2019 Equity Incentive"
IRA accounts financial
"Shares are held in Dr. Armen's IRA accounts."
GRAT financial
"Garo Armen 2020 2 Year AG GRAT holder of 23,950 shares of our Common Stock."
pecuniary interest financial
"Dr. Armen has a pecuniary interest in only a portion of the shares held by Pixie"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a 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). See Instruction 10.
1. Name and Address of Reporting Person*
ARMEN GARO H
(Last)(First)(Middle)
C/O AGENUS INC.
3 FORBES ROAD
(Street)
LEXINGTON MASSACHUSETTS 02421
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
AGENUS INC [ AGEN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock(1)04/03/2026A4,629A$3.33(2)339,147D
Common Stock31,298ISee Footnote(3)
Common Stock28,950ISee Footnote(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. At his request and with the approval of the Agenus Inc. Compensation Committee, Garo H. Armen's salary is being paid in stock, in lieu of cash. The amount reported herein represents the net amount of Dr. Armen's salary for the pay period ending April 3, 2026. Such shares are issued in accordance with the Amended and Restated Agenus Inc. 2019 Equity Incentive are fully vested on the date of issuance.
2. $3.33 is the closing price of our Common Stock on April 2, 2026, the last trading day for the payroll date for the pay period ending April 3, 2026.
3. Shares are held in Dr. Armen's IRA accounts.
4. Dr. Armen is trustee and has investment authority for the Garo Armen 2020 2 Year AG GRAT holder of 23,950 shares of our Common Stock. Dr. Armen is a general partner in Pixie Partners, a General Partnership ("Pixie"), which as of the date of this report owns 5,000 shares of our Common Stock. Dr. Armen has a pecuniary interest in only a portion of the shares held by Pixie and disclaims beneficial ownership to the extent of his pecuniary interest therein.
Remarks:
Chairman, Chief Executive Officer and Principal Financial Officer
/s/ Austin Charette, as Attorney-in-Fact for Garo H. Armen04/06/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Garo H. Armen report at Agenus (AGEN)?

Garo H. Armen reported receiving 4,629 Agenus common shares as compensation, instead of cash salary, for the pay period ending April 3, 2026. The shares were fully vested upon issuance and valued using the $3.33 closing price on April 2, 2026.

How is Garo H. Armen’s salary being paid by Agenus (AGEN)?

At his request and with board committee approval, Garo H. Armen’s salary is being paid in Agenus stock rather than cash. Each period’s net salary is converted into fully vested shares under the company’s 2019 Equity Incentive plan, using the prior trading day’s closing price.

What price was used to value the Agenus (AGEN) stock grant to Armen?

The grant was valued at $3.33 per share, which was the closing price of Agenus common stock on April 2, 2026. This date was the last trading day applicable to the payroll date for the pay period ending April 3, 2026.

How many Agenus (AGEN) shares does Garo H. Armen hold after this filing?

Following the April 3, 2026 grant, Garo H. Armen directly owns 339,147 Agenus common shares. In addition, he has indirect holdings in IRA accounts and through a GRAT and partnership structures, where he has investment authority and a partial pecuniary interest.

What indirect Agenus (AGEN) holdings are associated with Garo H. Armen?

Indirectly, shares are held in Dr. Armen’s IRA accounts and through the Garo Armen 2020 2 Year AG GRAT and Pixie Partners. The GRAT holds 23,950 shares and Pixie holds 5,000 shares, with Dr. Armen having a pecuniary interest in only part of Pixie’s position.