Incyte withholds 920 executive shares for taxes

The EVP, Chief Strategy Officer's reported direct position included 14,467 shares issuable under previously reported restricted stock units that had not vested.

Available on EDGAR 09/24/2026 - 04:07 PM EDT Accepted by SEC EDGAR 09/24/2026 - 04:06 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Incyte Corp reported that its EVP, Chief Strategy Officer, David H. Gardner, had 920 common shares automatically withheld on September 22, 2026, to satisfy tax withholding obligations at settlement of previously reported restricted stock units; the reported price was $126.93 per share. His reported direct position after the transaction was 15,904 shares, including 14,467 shares issuable under previously reported restricted stock units that had not vested. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Tax Withholding: 920 shares

Tax Withholding 1 txn

Insider Gardner David H

Role EVP, Chief Strategy Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	920	$126.93	$117K

Holdings After Transaction: Common Stock — 15,904 shares (Direct)

Holdings Before and After: Common Stock, 16,824 to 15,904 shares (Direct)

Footnotes (2)

1. F1. 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. F2. This includes an aggregate of 14,467 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Key Figures

Shares withheld for taxes: 920 shares Reported transaction price: $126.93 per share Reported direct position after transaction: 15,904 shares +1 more

4 metrics

Shares withheld for taxes 920 shares Automatically withheld at settlement on September 22, 2026

Reported transaction price $126.93 per share September 22, 2026 transaction

Reported direct position after transaction 15,904 shares Includes shares issuable under previously reported unvested restricted stock units

Shares issuable under unvested restricted stock units 14,467 shares Previously reported restricted stock units that had not vested

Key Terms

restricted stock units, tax withholding obligations, settlement

3 terms

restricted stock units financial

"settlement of restricted stock units previously reported"

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

"to satisfy tax withholding obligations due at settlement"

settlement financial

"at settlement of restricted stock units previously reported"

Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many INCY shares were withheld for taxes, and at what price?

Incyte automatically withheld 920 common shares from David H. Gardner, EVP, Chief Strategy Officer, on September 22, 2026, for tax withholding obligations at settlement of previously reported restricted stock units; the reported price was $126.93 per share.

How many INCY shares did David H. Gardner hold after the transaction?

David H. Gardner's reported direct position after the September 22, 2026 transaction was 15,904 shares of common stock, including 14,467 shares issuable under previously reported restricted stock units that had not vested.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Gardner David H

(Last) (First) (Middle)

1801 AUGUSTINE CUT-OFF

(Street)

WILMINGTON DELAWARE 19803

(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)
	EVP, Chief Strategy Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2026

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	09/22/2026		F		920(1)	D	$126.93	15,904(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 14,467 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	09/24/2026
	** 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)