Form 4: Agenus CEO Takes Salary in Stock, Boosting Share Alignment

Agenus Inc. CEO Garo H. Armen elected to receive his salary in common stock, acquiring 4,562 shares at $3.24 each.

Summary

• Garo H. Armen, Chairman and CEO of Agenus Inc., received 4,562 shares of common stock as salary.
• The shares were issued in lieu of cash, at his request and with the approval of the Agenus Inc. Compensation Committee.
• The transaction occurred on January 23, 2026, with the stock valued at $3.24 per share, which was the closing price on that date.
• Following this transaction, Dr. Armen directly owns 315,685 shares, with additional indirect holdings of 31,298 shares in IRA accounts and 28,950 shares through the Garo Armen 2020 2 Year AG GRAT and Pixie Partners.

Sentiment

Score: 7

Explanation: The CEO taking salary in stock is generally a positive signal for shareholder alignment and confidence in the company's future, though it's a routine compensation disclosure.

Positives

• CEO Garo H. Armen's decision to take salary in stock demonstrates strong alignment with shareholder interests.
• The shares are fully vested on the date of issuance, indicating immediate ownership.

Future Outlook

This Form 4 filing does not contain forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• 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.

Industry Context

The decision by a CEO to take salary in stock is often viewed positively by the market, signaling confidence in the company's long-term prospects and aligning executive incentives with shareholder value creation. This practice is common across various industries, particularly in biotechnology where long-term value creation is paramount.

Comparison to Industry Standards

• Many executives in the biotechnology sector, similar to Agenus, opt for equity-based compensation to align their financial interests with the company's long-term success and shareholder returns. This practice is consistent with compensation strategies observed at companies like Moderna (MRNA) or BioNTech (BNTX) where a significant portion of executive compensation is tied to stock performance.
• The specific value of the stock compensation ($14,779.68 for this pay period) is a routine compensation event, and its size is not unusual for a CEO's periodic salary payment in stock.

Corporate Governance

Related Party Transactions

• Garo H. Armen is trustee and has investment authority for the Garo Armen 2020 2 Year AG GRAT, which holds 23,950 shares of Agenus Common Stock.
• Dr. Armen is a general partner in Pixie Partners, a General Partnership, which owns 5,000 shares of Agenus Common Stock, with Dr. Armen disclaiming beneficial ownership to the extent of his pecuniary interest therein.

Stakeholder Impact

• Shareholders: Increased confidence due to CEO's direct equity stake and alignment of interests.
• Employees: No direct impact mentioned, but may signal management's long-term commitment to the company.

Next Steps

• Agenus Inc. will continue to issue periodic salary payments to Dr. Armen in common stock as per his request and Compensation Committee approval.

Key Dates

Keywords

Agenus, AGEN, Garo H. Armen, Insider Trading, Stock Compensation, CEO Salary, Equity Incentive, Form 4, Beneficial Ownership