Incyte (NASDAQ: INCY) exec has 25,469 shares withheld to cover taxes

Rhea-AI Filing Summary

INCYTE CORP executive Pablo J. Cagnoni reported a tax-related share disposition. On the settlement of previously granted restricted stock units, 25,469 shares of common stock were automatically withheld by the company to cover tax withholding obligations at a price of $95.59 per share. After this withholding, he directly holds 240,848 shares, and this figure includes 213,078 shares tied to unvested restricted stock units and earned performance shares.

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
Tax Withholding	Common Stock	25,469	$95.59	$2.43M

Holdings After Transaction: Common Stock — 240,848 shares (Direct, null)

Footnotes (1)

1. Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of restricted stock units previously reported in Table I as common stock. This includes an aggregate of 213,078 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.

Key Figures

Shares withheld for taxes: 25,469 shares Withholding price per share: $95.59 per share Shares held after transaction: 240,848 shares +1 more

4 metrics

Shares withheld for taxes 25,469 shares Withheld to satisfy tax withholding obligations at RSU settlement

Withholding price per share $95.59 per share Value used for tax-withholding disposition of common stock

Shares held after transaction 240,848 shares Direct common stock holdings following tax withholding disposition

Unvested RSUs and performance shares 213,078 shares Common stock issuable from unvested restricted stock units and earned performance shares

Key Terms

restricted stock units, tax withholding obligations, earned performance shares

3 terms

restricted stock units financial

"settlement of restricted stock units previously reported in Table I as common stock"

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.

tax withholding obligations financial

"shares withheld automatically by the Issuer to satisfy tax withholding obligations"

earned performance shares financial

"earned performance shares that have not vested"

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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)
06/01/2026

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)

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	06/01/2026		F		25,469(1)	D	$95.59	240,848(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 restricted stock units previously reported in Table I as common stock.

2. This includes an aggregate of 213,078 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	06/03/2026
	** 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 (INCY) report for Pablo J. Cagnoni?

INCYTE reported that Pablo J. Cagnoni had 25,469 common shares withheld to cover tax obligations on settling restricted stock units. This was an automatic tax-withholding disposition, not an open-market sale, and relates to previously granted equity awards.

Was the INCYTE (INCY) Form 4 transaction an open-market sale?

No, the Form 4 shows shares withheld automatically to satisfy tax withholding obligations at RSU settlement. It was recorded under code F, meaning payment of tax liability by delivering securities rather than a discretionary open-market stock sale.

How many INCYTE (INCY) shares does Pablo J. Cagnoni hold after the transaction?

Following the tax-withholding disposition, Pablo J. Cagnoni directly holds 240,848 shares of INCYTE common stock. This amount includes 213,078 shares issuable from previously reported restricted stock units and earned performance shares that have not yet vested.

What does the 25,469-share withholding mean for INCYTE (INCY) shareholders?

The 25,469 shares were withheld solely to cover tax obligations on equity compensation, a routine administrative event. It does not represent a market sale decision and mainly reflects the standard taxation treatment of restricted stock units at settlement.

What equity awards are referenced in the INCYTE (INCY) Form 4 footnotes?

The footnotes state that 213,078 shares of common stock are issuable from previously reported restricted stock units and earned performance shares that have not vested. These awards represent future potential share delivery subject to vesting conditions.