PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Agenus Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

A MESSAGE TO OUR STOCKHOLDERS FROM OUR CHAIRMAN & CEO

Dear Fellow Stockholders,

Over the past year, Agenus made substantial progress across the areas most critical to long-term value creation: durable clinical data in cancers with limited treatment options, expanding patient access through regulated early-access pathways, advancement of our registrational strategy, and a dramatic reduction in operating burn while preserving focus on the programs at the center of our strategy.

In 2025 and early 2026, we continued to generate data that we believe reinforce the differentiated potential of BOT+BAL, advanced patient access through regulated compassionate-use and named-patient programs, initiated our registrational Phase 3 BATTMAN trial, strengthened our balance sheet, and reduced annualized operating burn from levels above $200 million in prior years to an expected approximately $50 million, as reflected in our public disclosures. We made these choices deliberately and with discipline — to focus resources where we believe they can create the greatest long-term value for patients and stockholders.

What we accomplished in 2025 and early 2026

Durable clinical data across colorectal cancer and other solid tumors. At the 2025 ESMO Congress, BOT+BAL demonstrated approximately 39% two-year overall survival across more than 400 heavily pretreated patients spanning more than nine tumor types, including colorectal, ovarian, sarcoma, PD-(L)1-refractory NSCLC, and liver cancers. In refractory microsatellite stable metastatic colorectal cancer without active liver metastases, we reported that 42% of patients treated with BOT+BAL (n=123) were alive at two years, with median overall survival of 21 months. As of year-end 2025, approximately 1,200 patients had been treated with BOT and/or BAL in Phase 1 and Phase 2 trials. We believe these data continue to support the relevance of BOT+BAL in settings where patients have few effective options and where durability of benefit matters most.

Early access and first revenues realized. In September 2025, France’s medicines agency authorized reimbursed compassionate access for BOT+BAL in refractory MSS metastatic colorectal cancer without active liver metastases. In January 2026, France expanded that access to include platinum-resistant or platinum-refractory ovarian cancer and certain advanced soft-tissue sarcomas. We recognized our first revenues under this program in the fourth quarter of 2025 and, based on continued inquiry levels, expect realized income from France to continue. Outside France, patients have also been treated through regulatory-authorized paid named-patient programs in multiple countries across Europe and South and Central America, where a treating physician determines that BOT+BAL is appropriate for an individual patient based on the clinical data generated to date, medical need, and local regulatory requirements. These programs are important not only because they provide access where permitted, but because they reflect growing physician interest in BOT+BAL and offer early real-world validation of its relevance in settings with significant unmet need.

Registrational momentum. Our registrational Phase 3 BATTMAN/CO.33 trial evaluating BOT+BAL in patients with MSS metastatic colorectal cancer is now enrolling, with the first patient enrolled in March 2026. This study is the first global registrational Phase 3 trial of a next-generation CTLA-4/PD-1 combination in this late-line setting and is being led by the Canadian Cancer Trials Group, together with GI Cancer Trials Australia and the PRODIGE network in France, across more than 100 sites. In July 2025, the FDA agreed that this streamlined two-arm design, without a BOT monotherapy arm, could support a registration package. We view BATTMAN as an important and disciplined step forward in advancing BOT+BAL toward potential approval.

Balance sheet strengthened. In January 2026, we closed our strategic collaboration with Zydus Lifesciences, including the sale of our Emeryville and Berkeley biologics manufacturing facilities, for total consideration of $91.0 million. This transaction provided strategic capital, secured dedicated U.S. biologics manufacturing capacity, and materially improved our financial flexibility. At the same time, we sharply reduced operating burn and strengthened our ability to continue investing in the programs we believe matter most.

Strong management alignment with stockholders. I, together with our Chief Commercial Officer and certain other executives, elected to receive both base salary and annual bonus compensation entirely in Agenus common stock and stock options, with no cash component. That decision reflects a clear principle: management should be aligned directly and visibly with stockholders. The value realized by participating executives depends on the long-term performance of Agenus stock. We have asked stockholders to stay with us through a critical period for the Company, and management has made that same commitment.

Stock price performance and the changing operating environment

Our stock price in 2025 did not reflect the quality of our data, the discipline of our execution, or the progress the Company made. Two factors contributed to that disconnect.

First, the regulatory environment in the United States created headwinds. The FDA’s prior recommendation against pursuing an accelerated approval path for BOT+BAL in MSS metastatic colorectal cancer without active liver metastases required us to invest in and initiate a Phase 3 trial before pursuing a broader filing strategy, delaying both potential approval and broader patient access. Second, biotech market conditions remained challenging, placing sustained pressure on balance sheets across the sector.

We responded with discipline. Rather than pursue unnecessary dilution at depressed valuations, we reduced burn, sharpened our operating focus, strengthened the balance sheet, and continued advancing BOT+BAL.

We also believe aspects of the operating environment are changing. In 2025, the FDA also announced the National Priority Voucher Program, which is intended to accelerate review for therapies that address important national health priorities and unmet medical needs. At the same time, the growing burden of colorectal cancer has become even more visible, including data showing colorectal cancer is now the leading cause of cancer-related death in Americans under 50. Together, these developments suggest a more constructive environment for therapies that address serious unmet need and demonstrate meaningful clinical benefit.

We believe BOT+BAL aligns with the objectives of these evolving FDA initiatives: durable survival data in refractory MSS metastatic colorectal cancer without active liver metastases, activity across multiple difficult-to-treat tumor types, and a persistent lack of effective options in these settings. In 2026, we plan to engage with the FDA regarding potential accelerated pathways in the United States. In parallel, we are evaluating a conditional marketing authorization pathway with the European Medicines Agency, for which the French AAC program may provide an important foundation of real-world evidence.

What we are asking of stockholders this year

This year’s proxy includes two equity-related proposals, Proposals 3 and 4, that I believe are important to keeping our team together, preserving cash, and maintaining alignment through what I believe is a defining period for Agenus.

Proposal 3 asks stockholders to approve an increase of 5,000,000 shares under our 2019 Equity Incentive Plan. This additional pool is important to supporting continued equity-based compensation, paying deferred 2025 bonuses in stock rather than cash, hiring a new key talent, and making the annual grants we rely on to conserve cash while retaining the people needed to execute our strategy.

Proposal 4 asks stockholders to approve a one-time option exchange for executives, directors, and certain other employees. For executives and directors, any replacement options would carry an exercise price set at a 50% premium to the market price on the exchange date. In other words, those options would have no value unless stockholders first see approximately 50% appreciation from the exchange-date price. For all other participants, replacement options would be granted at fair market value. I believe this structure is both rigorous and aligned: management benefits only if stockholders benefit first.

These proposals are not about rewarding management for the past. They are about preserving the team, the incentives, and the discipline required to execute what comes next. Together with our continued emphasis on equity-based compensation and careful expense management, they are intended to support execution of BATTMAN, continued patient access in additional jurisdictions where permitted, and pursuit of the regulatory pathways described in this Proxy Statement — with continuity of the team that has brought us to this point.

We have faced headwinds, but we have not stood still. We have advanced our science, expanded patient access, strengthened our financial position, and remained focused on building long-term value. I believe Agenus is entering an important period, and what we need now is the continuity and alignment to keep moving. I respectfully ask for your support.

Sincerely,

Garo H. Armen, Ph.D.

Chairman and Chief Executive Officer

April [ ], 2026

AGENUS INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



Date Time Webcast Address		June 16, 2026 10:00 A.M., Eastern Time Live audio web conference at www.virtualshareholdermeeting.com/AGEN2026
		Proposal	Board Recommendation
	1.	To elect Garo Armen and Jennifer Buell as Class II directors, for a term of three years expiring at the 2029 Annual Meeting of Stockholders.	FOR each nominee

	2.	To approve an amendment to our 2019 Employee Stock Purchase Plan (as amended) to increase the number of shares of common stock authorized for issuance thereunder from 150,000 shares to 200,000 shares.	FOR

	3.	To approve an amendment to our Amended and Restated 2019 Equity Incentive Plan to increase the aggregate shares available for issuance by 5,000,000 shares.	FOR

	4.	To approve a one-time stock option exchange program under our 2019 EIP, our Amended and Restated 2009 Equity Incentive Plan, and our 2015 Inducement Equity Plan, with premium strike prices applicable to director and executive officer replacement options.	FOR

	5.	To approve, in a non-binding advisory vote, the compensation of the Company's named executive officers for 2025 (Say-on-Pay).	FOR

	6.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.	FOR

	7.	To consider any other business as may properly come before the 2026 Annual Meeting of Stockholders or any postponement or adjournment of the meeting.

Record Date		You are entitled to vote if you were a stockholder of record on April 22, 2026.

A list of stockholders entitled to vote will be open for examination by any stockholder for any purpose germane to the 2026 Annual Meeting of Stockholders for ten days before the meeting during ordinary business hours at our principal offices at 3 Forbes Road, Lexington, Massachusetts 02421.

It is important that your shares be represented at the 2026 Annual Meeting of Stockholders. Therefore, whether or not you plan to attend the meeting virtually, please complete your proxy and return it to us. If you attend the 2026 Annual Meeting of Stockholders virtually and wish to vote at the meeting, your proxy will not be used. You may also vote your shares over the internet or by telephone. Instructions for internet or telephonic voting are printed on your proxy card.

By order of the Board of Directors,

Garo H. Armen, Chief Executive Officer

April [ ], 2026

TABLE OF CONTENTS


	Page
GENERAL INFORMATION ABOUT OUR VIRTUAL STOCKHOLDER MEETING	4
VOTING PROCEDURES	5
PROPOSAL 1 - ELECTION OF DIRECTORS	10
OUR CORPORATE GOVERNANCE	14
EXECUTIVE COMPENSATION	19
DIRECTOR COMPENSATION	31
OWNERSHIP OF OUR COMMON STOCK	35
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	37
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	39
PROPOSAL 2 - TO APPROVE AN AMENDMENT TO OUR 2019 EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED) TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER FROM 150,000 SHARES TO 200,000 SHARES	40
PROPOSAL 3 – TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN TO INCREASE THE AGGREGATE SHARES AVAILABLE FOR ISSUANCE BY 5,000,000 SHARES	44
PROPOSAL 4 - TO APPROVE A ONE-TIME EXCHANGE OF OPTIONS TO PURCHASE SHARES UNDER OUR 2019 EIP, OUR AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN, AND THE 2015 INDUCEMENT EQUITY PLAN WITH PREMIUM STRIKE PRICES APPLICABLE TO NON-EMPLOYEE DIRECTORS EXECUTIVE OFFICER REPLACEMENT OPTIONS	50
PROPOSAL 5 - TO APPROVE, IN A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR 2025 (SAY-ON-PAY)	55
PROPOSAL 6 - TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026	56
REPORT OF THE AUDIT AND FINANCE COMMITTEE	57
ADDITIONAL INFORMATION	58
APPENDIX A - AMENDMENT TO THE AMENDED AND RESTATED 2019 EMPLOYEE STOCK PURCHASE PLAN	A-1
APPENDIX B - AMENDMENT TO THE AMENDED AND RESTATED 2019 EQUITY INCEMTIVE PLAN	B-1

AGENUS INC.

3 Forbes Road

Lexington, Massachusetts 02421

Telephone: (781) 674-4400

PROXY STATEMENT

April [ ], 2026

This proxy statement contains information about the 2026 Annual Meeting of Stockholders of Agenus Inc. (the “Annual Meeting”), including any postponements or adjournments of the meeting. The Annual Meeting will be held virtually by live audio web conference at www.virtualshareholdermeeting.com/AGEN2026 on June 16, 2026 at 10:00 A.M., Eastern Time.

In this proxy statement, we refer to Agenus Inc. as “Agenus,” “us,” “we” or the “Company.”

This proxy statement and solicitation is being made on behalf of the Board of Directors of Agenus. In accordance with the “notice and access” rules approved by the Securities and Exchange Commission (“SEC”) and in connection with the solicitation of proxies by our Board of Directors, on or about April [ ], 2026 we first sent a Notice of Internet Availability of Proxy Materials and provided access to our proxy materials (consisting of this proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2025 and a form of proxy) over the internet to each stockholder entitled to vote at the Annual Meeting. We intend to mail to requesting stockholders full sets of our proxy materials (consisting of this proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2025 and a form of proxy) on or about April [ ], 2026.

Our Annual Report on Form 10-K for the year ended December 31, 2025 is also available on our corporate website at https://investor.agenusbio.com/financial-information/sec-filings and through the SEC’s EDGAR system at http://www.sec.gov. To request a printed copy of our Annual Report on Form 10-K, which we will provide to you without charge, write to Investor Relations, Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421. No material on our website is part of this proxy statement.

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. Because it is a summary, it does not contain all of the information you should consider when deciding how to vote. You should read the entire Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025, before voting.

2025 Business Highlights

The 2025 fiscal year was defined by clinical validation, regulatory progress, initial revenue, and disciplined financial execution. The highlights below are drawn directly from our 10-K for the year ended December 31, 2025 and our subsequent public disclosures.

BOT/BAL — A Next-Generation CTLA-4/PD-1 Immunotherapy Combination

Botensilimab (BOT) is a multifunctional, Fc-enhanced CTLA-4 antibody designed to activate both innate and adaptive immunity. Balstilimab (BAL) is a fully human IgG4 PD-1 inhibitor. Together, BOT+BAL has demonstrated clinical activity in tumors historically resistant to checkpoint inhibition. As of year-end 2025, approximately 1,200 patients have been treated with BOT and/or BAL in Phase 1 and Phase 2 clinical trials.

Clinical Milestones

•

Microsatellite stable (MSS) metastatic colorectal cancer (mCRC) (no active liver metastases) at ESMO GI 2025. 42% two-year overall survival and approximately 21-month median overall survival in 123 heavily pretreated patients — a population with few effective options.

•

Tumor-agnostic activity at ESMO 2025. Approximately 39% two-year overall survival in over 400 heavily pretreated patients across more than nine tumor types including colorectal, ovarian, sarcoma, PD-(L)1-refractory non-small cell lung cancer, and hepatocellular cancers.

•

BATTMAN Phase 3 enrolling. In March 2026, the first patient was enrolled in BATTMAN (CCTG CO.33) — the first global registrational Phase 3 trial of a next-generation CTLA-4/PD-1 immunotherapy combination in refractory MSS mCRC. The trial spans more than 100 sites accross Canada, France, Australia, and New Zealand, led by the Canadian Cancer Trials Group with GI Cancer Trials Australia and the PRODIGE network (Unicancer, GERCOR, FFCD). FDA aligned with the Company on a streamlined two-arm design without a BOT monotherapy arm could support a regulatory package.

First Revenues and Expanding Patient Access

•

France AAC — reimbursed through the national health system. In September 2025, France's medicines agency (ANSM) authorized reimbursed compassionate access (Autorisation d'Accès Compassionnel, or AAC) for BOT+BAL in refractory MSS mCRC without active liver metastases — the first government-reimbursed access for BOT+BAL granted by any country. In January 2026, France expanded the AAC protocol to include platinum resistant ovarian cancer and certain soft-tissue sarcomas. Initial revenues under this program were recognized in the fourth quarter of 2025 and are expected to continue as enrollment builds.

An Evolving U.S. Regulatory Environment

In 2025, the FDA announced the National Priority Voucher Program, which is intended to accelerate review for therapies that address important national health priorities and unmet medical needs. At the same time, the growing burden of colorectal cancer has become even more visible, including data showing colorectal cancer is now the leading cause of cancer-related death in Americans under 50. We believe BOT+BAL — with its durable survival data, tumor-agnostic signal, and profound unmet need in MSS mCRC — fits squarely within the objectives of these new initiatives..Planned 2026 Regulatory Strategy

In 2026, we plan to engage with the FDA regarding potential accelerated pathways in the United States. In parallel, we are evaluating a conditional marketing authorization pathway with the European Medicines Agency, for which the French AAC program may provide an important foundation of real-world evidence.The basis for that effort rests on three reinforcing elements: (i) the evolving FDA framework described above; (ii) continued maturation of our long-term follow-up data, which reinforces the durability of clinical responses observed across multiple tumor types; and (iii) response criteria — a recognized endpoint for accelerated approval in oncology — that our data meaningfully support. There can be no assurance that any such filing will be accepted or that

any accelerated, conditional, or other approval will be granted on the timelines we currently anticipate, or at all. Further details are set forth under “Forward-Looking Statements” later in this Proxy Statement.

Why We Are Asking for Your Support on Proposals 3 and 4

Proposals 3 and 4 are the two most important items on this year's ballot in terms of our ability to retain and motivate the team that produced the results summarized above, preserve cash and maintain alignment. The Board unanimously recommends a vote FOR each proposal for the reasons set out below, which are developed in full in the proposal sections that follow.

     Proposal 3 — 5,000,000-Share EIP Increase

     Proposal 4 — One-Time Option Exchange (Premium Strike for Executives)

     What it does: Increases the aggregate share pool under our 2019 Equity Incentive Plan by 5,000,000 shares (approximately 12.5% of shares outstanding).
Why we need it: Continued equity-based compensation is central to attracting and retaining talent and to aligning incentives with long-term stockholder returns. This pool funds annual grants, the payment of deferred 2025 bonuses in equity, new-hire inducement awards, and the replacement options under Proposal 4. Without it, our current pool is projected to be exhausted during the 2026 grant cycle.
Alignment: All awards would be granted at or above fair market value on the grant date, time-vest over multiple years, and tie compensation directly to stock price appreciation that benefits all stockholders.

     What it does: Replaces deeply underwater options (exercise price $2.50 or higher) held by eligible employees, consultants, and non-employee directors with new options on a one-for-one basis.
Executive premium strike: Executive officers and directors' replacement options will be priced at 150% of the fair market value on the Exchange Date — meaning executives and directors receive zero value unless stockholders first see approximately 50% appreciation from the Exchange Date price.
Standard strike for everyone else: Non-executive employees, consultants, and non-employee directors receive replacement options struck at fair market value. No increase in the aggregate number of outstanding options.

    

GENERAL INFORMATION ABOUT OUR VIRTUAL STOCKHOLDER MEETING



Why a virtual meeting?	We have designed the virtual format for ease of stockholder access and participation. Stockholders may vote and submit questions online during the meeting by following the instructions below.

Who can attend the 2026 Annual Meeting?	Any Company stockholder as of the close of business on the record date, April 22, 2026, may attend the 2026 Annual Meeting.

How do I attend the 2026 Annual Meeting?	Our Annual Meeting will begin promptly at 10:00 A.M. Eastern Time in a virtual meeting format at www.virtualshareholdermeeting.com/AGEN2026. To participate in the Annual Meeting, you will need the 16-digit control number included in your Notice Regarding the Availability of Proxy Materials, your proxy card or on the instructions that accompanied your proxy materials. We encourage you to access the meeting prior to the start time. Online check-in will start 15 minutes before the meeting, and you should allow ample time for the check-in procedures. If your shares are held in a bank or brokerage account, instructions should also be provided on the voting instruction form provided by your bank or brokerage firm.

	If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote or ask questions.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual Annual Meeting website?	We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page.

SEC Form PRE 14A filed by Agenus Inc.