Incyte (NASDAQ: INCY) awards 31,517 earned performance shares to R&D president

Rhea-AI Filing Summary

INCYTE CORP reported that President and Global Head of R&D Pablo J. Cagnoni acquired 31,517 shares of common stock through a grant of earned performance shares on May 6, 2026. These shares relate to performance criteria determined to be satisfied on that date and carry no purchase price.

The earned shares will vest on the third anniversary of the original July 14, 2023 grant date, if he continues serving the company. Over the three-year performance period, the number of shares he may receive ranges from 0% to 150% of the performance shares awarded, based on development, revenue and market-based goals tied to relative total shareholder returns versus the Nasdaq Biotechnology Index.

After this certification, Cagnoni holds 266,317 shares directly, including 261,178 shares of common stock issuable from previously reported restricted stock units and earned but unvested performance shares. This Form 4/A amends an earlier filing to reflect the Compensation Committee’s updated performance determination on May 6, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CAGNONI PABLO J

Role President, Global Head of R&D

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	31,517	$0.00	--

Holdings After Transaction: Common Stock — 266,317 shares (Direct, null)

Footnotes (1)

1. Represents the shares of common stock underlying performance shares earned upon the achievement of performance criteria determined to be satisfied on May 6, 2026. The earned shares will vest on the third anniversary of the July 14, 2023 grant date, subject to the Reporting Person's continued service with the Issuer. Each performance share represents the right to receive one or more shares of common stock based on, and subject to, specified development, revenue and market-based (relative total shareholder returns compared to the Nasdaq Biotechnology Index) performance goals determined by the Issuer's Compensation Committee in January 2023 as set forth in the Performance Share Award Agreement. The number of shares of common stock that the Reporting Person is entitled to receive over the three-year performance period ranges from 0% to 150% of the number of performance shares awarded. This Form 4/A amends the original Form 4, filed on April 17, 2026, to reflect the Compensation Committee's determination on May 6, 2026 relating to the achievement of the performance criteria, which superseded the Compensation Committee's initial determination on April 15, 2026. Including this certification of performance shares, this includes an aggregate of 261,178 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.

Key Figures

Performance shares granted: 31,517 shares Total shares after transaction: 266,317 shares Unvested RSUs and performance shares: 261,178 shares +2 more

5 metrics

Performance shares granted 31,517 shares Earned performance shares determined on May 6, 2026

Total shares after transaction 266,317 shares Direct holdings following the grant

Unvested RSUs and performance shares 261,178 shares Common stock issuable from unvested awards

Payout range 0%–150% Range of shares receivable over three-year performance period

Grant vesting date basis Third anniversary Based on July 14, 2023 original grant date

Key Terms

performance shares, restricted stock units, Performance Share Award Agreement, Compensation Committee, +1 more

5 terms

performance shares financial

"Represents the shares of common stock underlying performance shares earned upon the achievement of performance criteria"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

restricted stock units financial

"includes an aggregate of 261,178 shares of common stock issuable pursuant to previously reported restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Performance Share Award Agreement financial

"as set forth in the Performance Share Award Agreement"

Compensation Committee financial

"performance goals determined by the Issuer's Compensation Committee in January 2023"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

relative total shareholder returns financial

"market-based (relative total shareholder returns compared to the Nasdaq Biotechnology Index)"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CAGNONI PABLO J

(Last) (First) (Middle)

1801 AUGUSTINE CUT-OFF

(Street)

WILMINGTON DELAWARE 19083

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
INCYTE CORP [ INCY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Global Head of R&D

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/17/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/06/2026		A		31,517(1)(2)	A	$0	266,317(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the shares of common stock underlying performance shares earned upon the achievement of performance criteria determined to be satisfied on May 6, 2026. The earned shares will vest on the third anniversary of the July 14, 2023 grant date, subject to the Reporting Person's continued service with the Issuer. Each performance share represents the right to receive one or more shares of common stock based on, and subject to, specified development, revenue and market-based (relative total shareholder returns compared to the Nasdaq Biotechnology Index) performance goals determined by the Issuer's Compensation Committee in January 2023 as set forth in the Performance Share Award Agreement. The number of shares of common stock that the Reporting Person is entitled to receive over the three-year performance period ranges from 0% to 150% of the number of performance shares awarded.

2. This Form 4/A amends the original Form 4, filed on April 17, 2026, to reflect the Compensation Committee's determination on May 6, 2026 relating to the achievement of the performance criteria, which superseded the Compensation Committee's initial determination on April 15, 2026.

3. Including this certification of performance shares, this includes an aggregate of 261,178 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	05/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did INCYTE CORP (INCY) report for Pablo J. Cagnoni?

INCYTE CORP reported a grant of 31,517 earned performance shares of common stock to President and Global Head of R&D Pablo J. Cagnoni. The shares were earned based on performance criteria determined on May 6, 2026, and will vest later if service conditions are met.

How many INCYTE (INCY) shares does Pablo J. Cagnoni hold after this Form 4/A?

After this transaction, Pablo J. Cagnoni holds 266,317 shares directly. This includes 261,178 shares of common stock issuable from previously reported restricted stock units and earned performance shares that have not yet vested under INCYTE’s equity compensation programs.

When will Pablo J. Cagnoni’s newly earned INCYTE performance shares vest?

The earned performance shares will vest on the third anniversary of July 14, 2023. Vesting is contingent on Cagnoni’s continued service with INCYTE, so the shares become fully his only if he remains with the company through that future vesting date.

What performance goals determine INCYTE (INCY) performance share payouts for Pablo J. Cagnoni?

The performance shares are tied to development, revenue, and market-based goals. Market-based goals reference relative total shareholder returns compared to the Nasdaq Biotechnology Index, as specified in the Performance Share Award Agreement approved by INCYTE’s Compensation Committee in January 2023.

What is the potential payout range for Pablo J. Cagnoni’s INCYTE performance shares?

The number of INCYTE shares Cagnoni may receive ranges from 0% to 150% of the performance shares awarded. The final payout over the three-year performance period depends on achievement of specified development, revenue and relative total shareholder return targets.

Why did INCYTE file an amended Form 4/A for Pablo J. Cagnoni?

The Form 4/A updates the Compensation Committee’s performance determination. It supersedes an initial April 15, 2026 determination with a new decision made on May 6, 2026, clarifying the number of performance shares earned under Cagnoni’s award.