Form 8-K AGIOS PHARMACEUTICALS, For: Jun 18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2026

Agios Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (617) 649-8600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

At the 2026 Annual Meeting of Stockholders of Agios Pharmaceuticals, Inc. (the “Company”) held on June 18, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “2023 Plan Amendment”) to the Agios Pharmaceuticals, Inc. 2023 Stock Incentive Plan (the “Current Plan”). The 2023 Plan Amendment, which had previously been adopted by the Company’s board of directors (the “Board”) subject to stockholder approval, increases the number of shares of common stock of the Company available for issuance under the Current Plan by 2,000,000 shares and increases the number of shares of common stock of the Company that may be issued as incentive stock options by the same number.

The description of the Current Plan, as amended by the 2023 Plan Amendment, contained on pages 90 to 103 of the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2026, is incorporated herein by reference. A complete copy of the Agios Pharmaceuticals, Inc. 2023 Stock Incentive Plan, as amended, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The following is a summary of the matters voted on at the Annual Meeting.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.