Incyte (INCY) EVP & CMO discloses December 2025 insider share sales

Rhea-AI Filing Summary

Incyte Corp’s Executive Vice President & Chief Medical Officer reported several stock transactions in early December 2025. On 12/01/2025, the insider sold 2,559 shares of common stock at $102.96 per share and had 100,327 shares beneficially owned afterward. That same day, 17,093 shares were withheld by the company at $102.04 per share to cover tax obligations tied to previously reported restricted stock units and performance shares.

On 12/02/2025, the insider sold an additional 20,105 shares at $102.51 per share, leaving 63,129 shares beneficially owned. According to the explanation, this total includes shares issuable under restricted stock units and earned performance shares that have not yet vested.

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).

X

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^*

Stein Steven H

(Last) (First) (Middle)

1801 AUGUSTINE CUT-OFF

(Street)

WILMINGTON DE 19803

(City) (State) (Zip)

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)
	EVP & Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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

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

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

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	12/01/2025		S		2,559	D	$102.96	100,327	D
Common Stock	12/01/2025		F		17,093(1)	D	$102.04	83,234	D
Common Stock	12/02/2025		S		20,105	D	$102.51	63,129(2)	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 shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of RSUs or earned performance shares previously reported in Table I as common stock.

2. This includes an aggregate of 63,129 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	12/03/2025
	** 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.

FAQ

What insider transaction did INCYTE CORP (INCY) disclose in this Form 4?

The filing reports that Incyte Corp’s EVP & Chief Medical Officer sold common stock and had shares withheld for taxes in early December 2025, updating the total number of shares he beneficially owns.

How many INCYTE CORP (INCY) shares did the officer sell and at what prices?

On 12/01/2025, the officer sold 2,559 shares of common stock at $102.96 per share. On 12/02/2025, he sold another 20,105 shares at $102.51 per share.

Why were 17,093 INCYTE CORP (INCY) shares withheld on 12/01/2025?

The filing explains that 17,093 shares were withheld automatically by Incyte to satisfy tax withholding obligations upon settlement of previously reported restricted stock units or earned performance shares.

How many INCYTE CORP (INCY) shares does the reporting person beneficially own after these transactions?

After the transactions on 12/02/2025, the reporting person beneficially owns 63,129 shares of common stock, which includes shares underlying restricted stock units and earned performance shares that have not yet vested.

What is the reporting person’s relationship to INCYTE CORP (INCY)?

The individual is an officer of Incyte Corp, serving as EVP & Chief Medical Officer, as indicated in the relationship section of the filing.

Are derivative securities reported in this INCYTE CORP (INCY) Form 4?

The table for derivative securities is included but contains no specific derivative transactions or holdings disclosed in the provided excerpt.