📜 What This Document Is 📄

This document is a Preliminary Proxy Statement for Agenus Inc.'s 2026 Annual Meeting of Stockholders. In simple terms, it's the company's formal "state of the union" report, explaining how the company has performed, detailing its leadership structure, and asking stockholders for votes on important operational and governance items for the coming year. 👉 You should read this to understand the company’s strategic focus, its clinical progress, and what the management expects from its investors.

🏢 Agenus’s Mission and Product 🧬

Agenus is a biopharmaceutical company focused on developing novel immunotherapies. Their primary product, BOT+BAL, is a combination treatment designed to tackle cancers that are traditionally difficult to treat. The therapy combines Botensilimab (BOT), a CTLA-4 antibody, and Balstilimab (BAL), a PD-1 inhibitor. 👉 BOT+BAL is designed to activate both natural and immune responses in the body, making it relevant in cancer settings where patients have limited effective options.

🔬 Clinical Progress and Key Data 📈

The core value driver for Agenus is its clinical data, which shows BOT+BAL's potential across several aggressive cancer types. The company has made significant strides in proving the therapy's effectiveness in heavily pretreated patients.

• Solid Tumor Activity: At the 2025 ESMO Congress, the company reported broad clinical activity in over 400 heavily pretreated patients across more than nine tumor types (including colorectal, ovarian, sarcoma, and NSCLC). This showed approximately 39% two-year overall survival.
• Microsatellite Metastatic CRC (mCRC): For patients with microsatellite stable mCRC (without active liver metastases), the data was very strong: 42% of the 123 patients treated showed survival at two years, with a median overall survival of 21 months.
• Patient Count: As of year-end 2025, approximately 1,200 patients had been treated with BOT and/or BAL in Phase 1 and Phase 2 trials.

🌐 Expanding Patient Access and Revenue 🌍

The company has successfully expanded access to its drug, which is critical for establishing real-world evidence.

• French Reimbursement: In September 2025, France's medicines agency authorized reimbursed compassionate access (AAC) for BOT+BAL in refractory MSS metastatic colorectal cancer, making it the first government-reimbursed access. In January 2026, France expanded this to include platinum-resistant ovarian cancer and certain soft-tissue sarcomas.
• Early Revenue: Agenus recognized its first revenues from this program in the fourth quarter of 2025, and the company expects this income to continue as patient enrollment increases.
• Global Paid Programs: Beyond France, patients are receiving treatment through regulatory-authorized paid named-patient programs in multiple countries across Europe, South, and Central America. This shows growing physician interest and real-world validation of the drug's relevance.

💰 Financial Discipline and Strategy 💪

The company reported a strong focus on financial discipline, which was crucial for maintaining operations while investing heavily in clinical trials.

• Strategic Capital Infusion: In January 2026, Agenus closed a strategic collaboration with Zydus Lifesciences, which included selling their Emeryville and Berkeley biologics manufacturing facilities. This transaction provided a total consideration of $91.0 million.
• Balance Sheet Improvement: This move provided both strategic capital and dedicated U.S. biologics manufacturing capacity, significantly improving the company’s overall financial flexibility.
• Reduced Burn: The most impressive financial metric is the reduction in operating burn. Annual operating burn was reduced from levels above $200 million in prior years to an expected approximately $50 million. This discipline was achieved through continued equity-in-lieu-of-cash compensation and careful expense management.

✈️ Regulatory Roadmap 🚀

Agenus has a clear, staged plan to move BOT+BAL toward global regulatory approvals.

• Phase 3 Enrollment: The global registrational Phase 3 trial, BATTMAN/CO.33, is enrolling, with the first patient entering in March 2026. This is notable because it is the first global registrational Phase 3 trial of a next-generation CTLA-4/PD-1 combination in this setting.
• FDA Alignment: The FDA agreed that a streamlined two-arm design (without a BOT monotherapy arm) could support a full regulatory package.
• 2026 Targets: In 2026, Agenus plans to:
  • Engage with the FDA regarding potential accelerated pathways in the United States.
  • Evaluate a conditional marketing authorization pathway with the European Medicines Agency (EMA), building on the real-world evidence from the French AAC program.

👥 Board Structure and Governance 🏛️

Governance sections detail who runs the company and how decisions are overseen.

• Leadership Structure: The Board is led by Garo H. Armen (Chairman and CEO). The Board is structured with three classes of directors, with current committee roles assigned to the directors (e.g., Thomas Harrison serves as Lead Director and Chair of the Audit and Finance Committee).
• Committees: The Board relies on several independent committees to oversee critical areas:
  • Audit and Finance Committee: Oversees financial statement integrity and monitors the independent public accounting firm.
  • Compensation Committee: Approves executive and director compensation programs, ensuring incentives are aligned with long-term stockholder value.
  • Corporate Governance and Nominating Committee: Reviews and recommends policies related to overall board effectiveness, ethics, and succession planning.
• Ethical Commitment: The Board enforces a Code of Business Conduct and Ethics and a Securities Trading Policy. These policies strictly prohibit Board members and employees from buying or selling company securities while they possess material, non-public information.

🛡️ Executive Compensation and Incentives 💎

Executive compensation decisions are deeply tied to long-term value creation and financial discipline.

• Alignment Focus: The company's compensation philosophy emphasizes equity-based incentives, directly aligning executive success with stockholder performance.
• Deferred Bonuses: Due to the financial environment and the strategic focus on cash preservation, the Compensation Committee did not determine or pay any 2025 bonuses. The Committee expects to complete this determination by June 2026.
• Stockholder Request: Management is asking stockholders to approve Proposals 3 and 4 to support future incentives. Proposal 3 increases the Equity Incentive Plan by 5,000,000 shares, and Proposal 4 approves a one-time stock option exchange program for executives and directors.
• Management Commitment: The CEO, Garo H. Armen, noted that he and certain other executives elected to receive their base salary and annual bonus compensation entirely in Agenus common stock and stock options, with no cash component, underscoring management's commitment to long-term stock performance.

🗓️ Meeting Details and Voting Procedures 🗳️

The 2026 Annual Meeting is set to take place virtually, and stockholders must take action to ensure their votes are counted.

• Date and Time: The Annual Meeting is scheduled for June 16, 2026, at 10:00 A.M., Eastern Time.
• Virtual Location: Live audio web conference at www.virtualshareholdermeeting.com/AGEN2026.
• Record Date: To vote, stockholders must be of record as of April 22, 2026.
• Voting Proposals: Stockholders vote on six major proposals, including:
  • Electing two Class II directors (Garo Armen and Jennifer Buell).
  • Increasing the Employee Stock Purchase Plan from 150,000 shares to 200,000 shares.
  • Increasing the Equity Incentive Plan by 5,000,000 shares.
  • Approving a one-time stock option exchange program with premium strike prices for director/executive replacement options.
  • A non-binding advisory vote on executive compensation (Say-on-Pay).
  • Ratifying KPMG LLP as the independent public accounting firm.
• Voting Reminders: All voting, whether online, by phone, or by mail, must be received by June 15, 2026.

📞 Contact and Resources ℹ️

For physical copies of materials or questions regarding the meeting, stockholders should contact Investor Relations at Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421. The board and committees can also be contacted by writing to the Board of Directors, Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421, Attention: Lead Director.

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🧠 The Analogy 🧭

Think of Agenus as a highly specialized athlete preparing for a championship marathon. The marathon is the ultimate drug approval and commercialization. The early stages—the years covered in this proxy—are the rigorous, expensive training regimen. The company realized it couldn't afford to spend recklessly on equipment (meaning, operational cash) while training. So, they sold off non-essential assets (the Zydus deal) to raise funds, massively cut unnecessary costs (reducing burn from $200M+ to ~$50M), and focused every bit of energy and money on the key fitness goal: proving the drug works in the hardest-to-treat patients (the clinical data) and successfully crossing the finish line (the regulatory filings).

🧩 Final Takeaway 💡

Agenus successfully achieved financial discipline and key clinical data milestones in 2025, strengthening its position for 2026. The company's strategy is clear: focus all resources on advancing the BOT+BAL therapy through critical Phase 3 trials and pursuing regulatory approvals in the U.S. and Europe.