Incyte (NASDAQ: INCY) grants CFO RSUs, options and performance shares

Rhea-AI Filing Summary

INCYTE CORP executive vice president and chief financial officer Suketu Upadhyay received new equity awards as part of his compensation. He was granted 26,343 restricted stock units, vesting 25% annually over four years and settling one-for-one in common shares.

He also received 13,171 performance shares, which can deliver up to 200% of one common share each based on relative total shareholder return over a three-year period beginning January 1, 2026, with earned shares vesting on the third anniversary of the grant. In addition, he was granted 38,429 stock options with a $97.14 exercise price, vesting 25% after one year and the remainder in monthly installments over the next three years, and expiring on May 4, 2036.

Insider Trade Summary

Net Buyer: 26,343 shares

Net Buy 3 txns

Insider Upadhyay Suketu

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option (right to buy)	38,429	$0.00	$0.00
Grant/Award	Performance Shares	13,171	$0.00	$0.00
Grant/Award	Common Stock	26,343	$0.00	$0.00

Holdings After Transaction: Employee Stock Option (right to buy) — 38,429 shares (Direct); Performance Shares — 26,342 shares (Direct); Common Stock — 26,343 shares (Direct)

Footnotes (4)

1. F1. Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.
2. F2. Includes the May 4, 2026 aggregate grant of 26,343 shares of common stock.
3. F3. The May 4, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.
4. F4. Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ('TSR') over a three-year performance period beginning on January 1, 2026 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer.

Key Figures

RSU grant size: 26,343 shares Performance share grant: 13,171 performance shares Option grant size: 38,429 options +4 more

7 metrics

RSU grant size 26,343 shares Restricted stock units granted May 4, 2026; vest 25% annually over four years

Performance share grant 13,171 performance shares Each can deliver up to 200% of one common share based on 3-year TSR

Option grant size 38,429 options Employee stock options granted May 4, 2026, on common stock

Option exercise price $97.14 per share Conversion or exercise price for 38,429 employee stock options

Option expiration May 4, 2036 Expiration date of the 38,429 employee stock options

Performance period length 3 years Relative TSR measurement starting January 1, 2026 for performance shares

Performance vesting date 3rd anniversary Earned performance shares vest on third anniversary of grant date

Key Terms

restricted stock units ("RSUs"), Performance Shares, relative total shareholder return ('TSR'), fixed peer group, +1 more

5 terms

restricted stock units ("RSUs") financial

"Represents award of restricted stock units ("RSUs") that will vest 25% annually"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Performance Shares financial

"Each performance share represents the right to receive up to 200% of one share"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

relative total shareholder return ('TSR') financial

"based upon the issuer's relative total shareholder return ('TSR') over a three-year performance period"

fixed peer group financial

"as compared to the TSR of companies in a fixed peer group, as set forth"

Employee Stock Option (right to buy) financial

"Employee Stock Option (right to buy) with an exercise price of 97.1400"

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/06/2026 - 04:34 PM Learn about SEC filing dates

FAQ

What equity awards did Incyte (INCY) grant to CFO Suketu Upadhyay?

Incyte granted its CFO a mix of RSUs, performance shares, and stock options. The package includes 26,343 restricted stock units, 13,171 performance shares tied to relative TSR, and 38,429 stock options with a $97.14 exercise price and long-term vesting schedules.

How do the 26,343 Incyte (INCY) RSUs for the CFO vest?

The 26,343 restricted stock units vest over four years. They vest 25% each year, creating annual increments of common stock if service continues. Each RSU settles into one Incyte common share, aligning the CFO’s compensation with long-term shareholder value.

What are the terms of the Incyte (INCY) performance share grant to the CFO?

The CFO received 13,171 performance shares tied to relative total shareholder return. Each performance share can earn up to 200% of one common share based on Incyte’s TSR versus a fixed peer group over a three-year period starting January 1, 2026.

When do the Incyte (INCY) performance shares for the CFO vest?

Earned performance shares vest on the third anniversary of the grant date. The number earned depends on relative total shareholder return over a three-year performance period, and vesting requires the CFO’s continued service with Incyte through that third anniversary.

What are the key terms of the 38,429 Incyte (INCY) stock options granted to the CFO?

The CFO’s stock options cover 38,429 shares at a $97.14 exercise price. These options vest 25% after one year, then monthly over three additional years, and expire on May 4, 2036, providing long-term equity upside if Incyte’s share price increases.

How do these Incyte (INCY) equity awards align the CFO with shareholders?

The awards link the CFO’s potential compensation to Incyte’s stock performance and tenure. RSUs and options depend on continued service and share price, while performance shares are tied directly to relative total shareholder return versus a peer group over three years.

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^*

Upadhyay Suketu

(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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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	05/04/2026		A		26,343(1)	A	$0	26,343(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
Employee Stock Option (right to buy)	$97.14	05/04/2026		A		38,429		(3)	05/04/2036	Common Stock	38,429	$0	38,429(3)	D
Performance Shares	(4)	05/04/2026		A		13,171		(4)	05/04/2029	Common Stock	13,171	$0	26,342	D

Explanation of Responses:

1. Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.

2. Includes the May 4, 2026 aggregate grant of 26,343 shares of common stock.

3. The May 4, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.

4. Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ('TSR') over a three-year performance period beginning on January 1, 2026 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	05/06/2026
	** 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)