AGIOS PHARMACEUTICALS, INC.AGIO
AGIOS PHARMACEUTICALS, INC. Stock Compensation Disclosure
Share-Based Payments
2023 Stock Incentive Plan and Inducement Grants
In June 2023, our stockholders approved the 2023 Stock Incentive Plan, or the 2023 Plan. The 2023 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, RSUs, PSUs, and other stock-based awards to employees, advisors, consultants and non-employee directors.
Following the adoption of the 2023 Plan, we ceased granting equity awards under the 2013 Stock Incentive Plan, or the 2013 Plan. Any outstanding equity awards that were previously granted under the 2013 Plan continue to be governed by their terms. Following adoption of the 2013 Plan, we ceased granting equity awards under the 2007 Stock Incentive Plan, or the 2007 Plan. There are no outstanding equity awards under the 2007 Plan.
In connection with the start of employment of our Chief Executive Officer and Chief Financial Officer in 2022, our Chief Commercial Officer in 2023, and our Chief Corporate Development and Strategy Officer in March 2025, our Board of Directors granted each of them equity awards in the form of stock options, RSUs and PSUs, which awards were made outside our equity incentive plans as inducements material to their respective entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4).
As of December 31, 2025, the maximum number of shares reserved under the 2013 Plan, the 2023 Plan and the inducement grants described above was 12,332,999, and we had 3,835,495 shares available for future issuance under the 2023 Plan.
Stock options
The following table summarizes the stock option activity of all stock incentive plans for the year ended December 31, 2025:
Number of Stock Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
| Outstanding at December 31, 2024 | 5,834,256 | $ | 43.48 | 6.21 | $ | 11,911 | |||||||||||||||||
| Granted | 971,460 | 33.75 | |||||||||||||||||||||
| Exercised | (168,174) | 30.99 | |||||||||||||||||||||
| Cancelled/Forfeited | (272,912) | 46.06 | |||||||||||||||||||||
| Expired | (251,567) | 105.27 | |||||||||||||||||||||
| Outstanding at December 31, 2025 | 6,113,063 | $ | 39.62 | 6.08 | $ | 2,053 | |||||||||||||||||
| Exercisable at December 31, 2025 | 4,300,729 | $ | 42.66 | 5.07 | $ | 1,663 | |||||||||||||||||
| Vested and expected to vest at December 31, 2025 | 6,113,063 | $ | 39.62 | 6.08 | $ | 2,053 | |||||||||||||||||
The weighted-average grant date fair value of options granted was $18.68, $18.92 and $14.32 during the years ended December 31, 2025, 2024 and 2023, respectively. The total intrinsic value of options exercised was $1.6 million, $3.3 million and $2.9 million during the years ended December 31, 2025, 2024 and 2023, respectively.
At December 31, 2025, the total unrecognized compensation expense related to unvested stock option awards was $27.3 million, which we expect to recognize over a weighted-average period of approximately 2.36 years.
Restricted stock units
Upon vesting, each RSU entitles the holder to receive a specified number of shares of our common stock. The following table presents RSU activity for the year ended December 31, 2025:
| Number of Stock Units | Weighted-Average Grant Date Fair Value | ||||||||||
| Unvested shares at December 31, 2024 | 1,818,563 | $ | 30.31 | ||||||||
| Granted | 1,181,710 | 33.41 | |||||||||
| Vested | (830,795) | 30.41 | |||||||||
| Forfeited | (162,015) | 31.10 | |||||||||
| Unvested shares at December 31, 2025 | 2,007,463 | $ | 32.03 | ||||||||
As of December 31, 2025, there was approximately $39.3 million of total unrecognized compensation expense related to RSUs, which we expect to be recognized over a weighted-average period of 1.79 years.
Performance-based stock units
At the achievement of the performance-based and service-based vesting criteria, each PSU entitles the holder to receive a specified number of shares of our common stock. The following table presents PSU activity for the year ended December 31, 2025:
| Number of Stock Units | Weighted-Average Grant Date Fair Value | ||||||||||
| Unvested shares at December 31, 2024 | 374,583 | $ | 29.45 | ||||||||
| Granted | 185,450 | 33.25 | |||||||||
| Vested | (160,055) | 26.40 | |||||||||
| Forfeited | (23,000) | 30.38 | |||||||||
| Unvested shares at December 31, 2025 | 376,978 | $ | 32.55 | ||||||||
Stock-based compensation expense associated with these PSUs is recognized if the underlying performance condition is considered probable of achievement using our management’s best estimates. As of December 31, 2025, there was no unrecognized compensation expense related to PSUs with performance-based vesting criteria that are considered probable of achievement that we expect to recognize. There was $12.3 million of total unrecognized compensation expense related to PSUs with performance-based vesting criteria that are considered not probable of achievement.
Amended and Restated 2013 Employee Stock Purchase Plan
In June 2013, our Board of Directors adopted, and in July 2013 our stockholders approved, the 2013 ESPP, which was further amended and restated by our Board of Directors in December 2024. We issued 133,283 shares and 102,805 shares during the years ended December 31, 2025 and 2024, respectively, under the 2013 ESPP. The 2013 ESPP provides participating employees with the opportunity to purchase up to an aggregate of 2,363,636 shares of our common stock. As of December 31, 2025, we had 1,449,951 shares available for future issuance under the 2013 ESPP.
Stock-based compensation expense
During the years ended December 31, 2025, 2024 and 2023, we recorded stock-based compensation expense for employee and non-employee stock options, RSUs, PSUs, and ESPP shares. Stock-based compensation expense by award type included within the consolidated statements of operations is as follows:
| (In thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Stock options | $ | 18,128 | $ | 17,519 | $ | 17,163 | |||||||||||
| Restricted stock units | 28,818 | 23,553 | 19,367 | ||||||||||||||
| Performance-based stock units | 4,226 | 750 | 7,368 | ||||||||||||||
| Employee Stock Purchase Plan | 1,380 | 1,025 | 868 | ||||||||||||||
| Total stock-based compensation expense | $ | 52,552 | $ | 42,847 | $ | 44,766 | |||||||||||
Expenses related to equity-based awards were allocated as follows in the consolidated statements of operations:
| (In thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Research and development expense | $ | 20,568 | $ | 16,910 | $ | 17,064 | |||||||||||
| Selling, general and administrative expense | 31,984 | 25,937 | 27,702 | ||||||||||||||
| Total stock-based compensation expense | $ | 52,552 | $ | 42,847 | $ | 44,766 | |||||||||||
No related tax benefits were recognized for the years ended December 31, 2025, 2024 and 2023.
The fair value of each stock option granted to employees and non-employees is estimated on the date of grant using the Black-Scholes option-pricing model. The following table summarizes the weighted average assumptions used in calculating the grant date fair value of the awards:
| 2025 | 2024 | 2023 | |||||||||||||||
| Risk-free interest rate | 4.03 | % | 4.15 | % | 4.05 | % | |||||||||||
| Expected dividend yield | — | — | — | ||||||||||||||
| Expected term (in years) | 6.00 | 6.02 | 5.99 | ||||||||||||||
| Expected volatility | 54.18 | % | 53.32 | % | 54.26 | % | |||||||||||
Expected term
We use the “simplified method” as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share Based Payments, to estimate the expected term of stock option grants. Under this approach, the weighted-average expected life is presumed to be the average of the contractual term of ten years and the weighted-average vesting term of the stock options, taking into consideration multiple vesting tranches. We utilize this method due to the plain-vanilla nature of our share-based awards.
Volatility
The expected volatility has been determined using our historical volatilities for a period equal to the expected term of the option grant.
Risk-free rate
The risk-free rate is based on the yield curve of U.S. Treasury securities with periods commensurate with the expected term of the options being valued.
Dividends
We have never paid, and do not anticipate paying, any cash dividends in the foreseeable future, and, therefore, use an expected dividend yield of zero in the option-pricing model.
Forfeitures
We account for forfeitures as they occur and, therefore, do not estimate forfeitures.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 19, 2020 | |
| 2018 | Feb 14, 2019 | |
| 2017 | Feb 14, 2018 | |
| 2016 | Feb 16, 2017 | |
| 2015 | Feb 26, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.