INCYTE (INCY) R&D president exercises options, sells 18,668 shares at $100.91

Rhea-AI Filing Summary

INCYTE CORP President, R&D Pablo J. Cagnoni reported multiple equity transactions. On February 19, 2026, he exercised employee stock options into 13,093 and 5,575 shares of common stock at exercise prices of $61.76 and $61.18 per share, respectively, through derivative conversions.

He then executed an open-market sale of 18,668 shares of common stock at an average price of $100.91 per share. After these transactions, he directly owned 234,800 shares of common stock, plus remaining stock options, and had an additional 229,661 shares tied to unvested restricted and performance stock units.

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

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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^*

CAGNONI PABLO J

(Last) (First) (Middle)

1801 AUGUSTINE CUT-OFF

(Street)

WILMINGTON DE 19083

(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)
	President, R&D

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		M		13,093	A	$61.76	247,893	D
Common Stock	02/19/2026		M		5,575	A	$61.18	253,468	D
Common Stock	02/19/2026		S		18,668	D	$100.91	234,800(1)	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
Employee Stock Option (right to buy)	$61.76	02/19/2026		M			13,093	(2)	07/13/2033	Common Stock	13,093	$0	7,182	D
Employee Stock Option (right to buy)	$61.18	02/19/2026		M			5,575	(3)	01/17/2034	Common Stock	5,575	$0	16,268	D

Explanation of Responses:

1. This includes an aggregate of 229,661 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance stock units that have not vested.

2. The July 14, 2023 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.

3. Beginning January 18, 2024, options become exercisable in 37 installments, with the first 25% vesting on July 14, 2024 and the remainder vesting monthly over three years.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	02/23/2026
	** 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.
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FAQ

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

INCYTE CORP reported that President, R&D Pablo J. Cagnoni exercised stock options and sold shares on February 19, 2026. He converted options into 18,668 common shares, then sold 18,668 shares in an open-market transaction while retaining a substantial remaining equity position.

How many INCYTE CORP (INCY) shares did Pablo J. Cagnoni sell and at what price?

Pablo J. Cagnoni sold 18,668 shares of INCYTE CORP common stock at an average price of $100.91 per share. The sale was reported as an open-market or private transaction, reducing his directly held common shares but leaving a significant remaining ownership stake.

What stock options did Pablo J. Cagnoni exercise at INCYTE CORP (INCY)?

He exercised employee stock options covering 13,093 and 5,575 shares of INCYTE CORP common stock. These options converted into common shares at exercise prices of $61.76 and $61.18 per share, classified as exercises or conversions of derivative securities.

How many INCYTE CORP (INCY) shares does Pablo J. Cagnoni own after these transactions?

After the reported transactions, Pablo J. Cagnoni directly owned 234,800 INCYTE CORP common shares. Footnotes also indicate 229,661 additional shares are tied to previously reported restricted and performance stock units that are issuable but had not yet vested at the reporting date.

What do the footnotes reveal about Pablo J. Cagnoni’s unvested INCYTE CORP (INCY) equity awards?

Footnotes state that 229,661 shares of INCYTE CORP common stock are issuable from previously reported restricted stock units and earned performance stock units that have not yet vested. These awards represent additional potential future share ownership beyond his currently held common stock.

How are INCYTE CORP (INCY) stock option vesting terms described in the filing?

The filing explains that certain options become exercisable in 37 installments. For example, 25% vests after one year, with the remaining 75% vesting monthly over three years, illustrating a long-term, time-based vesting schedule aligned with continued service.