[Form 4] INCYTE CORP Insider Trading Activity

Rhea-AI Filing Summary

Incyte Corp director Paul J. Clancy acquired 285 shares of Incyte common stock on 09/30/2025 at a price of $84.81 per share through restricted shares issued in lieu of quarterly director retainer fees under the company’s Amended and Restated 2010 Stock Incentive Plan; those restricted shares are reported as fully vested.

Following this transaction, the reporting person beneficially owns 23,235 shares in total, which includes an aggregate of 2,518 shares issuable upon previously reported restricted stock units that have not vested.

Positive

• 285 shares acquired by director via equity election, showing insider purchase
• Reporting person beneficial ownership totals 23,235 shares, indicating meaningful insider stake

Negative

• None.

Insights

Corporate Governance Expert

Director accepted equity in lieu of cash and increased reported ownership modestly.

The director received 285 restricted shares at $84.81 each on 09/30/2025 as an election to take stock rather than cash compensation, indicating use of the issuer’s stock incentive plan for non-employee director fees.

The report shows total beneficial ownership of 23,235 shares, including 2,518 unvested shares tied to prior restricted stock units, which is relevant for disclosure of insider alignment with shareholders.

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).

1. Name and Address of Reporting Person^*

Clancy Paul J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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(1)	09/30/2025		A		285	A	$84.81	23,235(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. Restricted shares issued to the Reporting Person under the Issuer's Amended and Restated 2010 Stock Incentive Plan in lieu of quarterly director retainer fees pursuant to an election by the Reporting Person intended to comply with Rule 10b5-1. Restricted shares are fully vested.

2. This includes an aggregate of 2,518 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	10/02/2025
	** 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 transaction did INCY director Paul J. Clancy report?

He reported acquisition of 285 restricted shares on 09/30/2025 at $84.81 per share.

Are the restricted shares acquired by the director vested?

Yes, the Form 4 states the restricted shares issued in lieu of fees are fully vested.

How many total Incyte shares does the reporting person beneficially own after the transaction?

The reporting person beneficially owns 23,235 shares following the reported transaction.

Does the beneficial ownership include unvested restricted stock units?

Yes, it includes an aggregate of 2,518 shares issuable pursuant to previously reported restricted stock units that have not vested.

Under what plan were the restricted shares issued?

The restricted shares were issued under the Issuer's Amended and Restated 2010 Stock Incentive Plan.