INCYTE (INCY) R&D president earns 27,892 performance shares in equity award

Rhea-AI Filing Summary

CAGNONI PABLO J reported acquisition or exercise transactions in this Form 4 filing.

INCYTE CORP President and Global Head of R&D Pablo J. Cagnoni reported an equity award of 27,892 shares of common stock. These shares were earned from performance share units after performance criteria were determined to be satisfied on April 15, 2026.

The earned shares are scheduled to vest on the third anniversary of the original July 14, 2023 grant date, subject to his continued service with the company. Following this award, he holds 262,692 shares of common stock, including 257,553 shares tied to previously reported unvested restricted stock units and earned performance stock units.

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
Grant/Award	Common Stock	27,892	$0.00	--

Holdings After Transaction: Common Stock — 262,692 shares (Direct)

Footnotes (1)

1. Represents the shares of common stock underlying performance shares earned upon the achievement of performance criteria determined to be satisfied on April 15, 2026. The earned shares will vest on the third anniversary of the July 14, 2023 grant date, subject to the Reporting Person's continued service with the Issuer. Each performance share represents the right to receive one or more shares of common stock based on, and subject to, specified development, revenue and market-based (relative total shareholder returns compared to the Nasdaq Biotechnology Index) performance goals determined by the Issuers Compensation Committee in January 2023 as set forth in the Performance Share Award Agreement. The number of shares of common stock that the Reporting Person is entitled to receive over the three-year performance period ranges from 0% to 150% of the number of performance shares awarded. This includes an aggregate of 257,553 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance stock units that have not vested.

Key Figures

Performance shares earned: 27,892 shares Shares held after transaction: 262,692 shares Unvested RSUs and PSUs: 257,553 shares +2 more

5 metrics

Performance shares earned 27,892 shares Common stock underlying performance shares earned on April 15, 2026

Shares held after transaction 262,692 shares Total common stock beneficially owned following the award

Unvested RSUs and PSUs 257,553 shares Common stock issuable from previously reported unvested restricted and performance stock units

Performance payout range 0%–150% Range of common shares deliverable over three-year performance period

Grant vesting date Third anniversary of July 14, 2023 Scheduled vesting date of earned performance-based shares

Key Terms

performance shares, restricted stock units, performance stock units, Performance Share Award Agreement, +1 more

5 terms

performance shares financial

"Represents the shares of common stock underlying performance shares earned upon the achievement of performance criteria"

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.

restricted stock units financial

"includes an aggregate of 257,553 shares of common stock issuable pursuant to previously reported restricted stock units"

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.

performance stock units financial

"issuable pursuant to previously reported restricted stock units and earned performance stock units that have not vested"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

Performance Share Award Agreement financial

"performance goals determined by the Issuers Compensation Committee in January 2023 as set forth in the Performance Share Award Agreement"

relative total shareholder returns financial

"market-based (relative total shareholder returns compared to the Nasdaq Biotechnology Index) performance goals"

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)
04/15/2026

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	04/15/2026		A		27,892(1)	A	$0	262,692(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 the shares of common stock underlying performance shares earned upon the achievement of performance criteria determined to be satisfied on April 15, 2026. The earned shares will vest on the third anniversary of the July 14, 2023 grant date, subject to the Reporting Person's continued service with the Issuer. Each performance share represents the right to receive one or more shares of common stock based on, and subject to, specified development, revenue and market-based (relative total shareholder returns compared to the Nasdaq Biotechnology Index) performance goals determined by the Issuers Compensation Committee in January 2023 as set forth in the Performance Share Award Agreement. The number of shares of common stock that the Reporting Person is entitled to receive over the three-year performance period ranges from 0% to 150% of the number of performance shares awarded.

2. This includes an aggregate of 257,553 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance stock units that have not vested.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	04/17/2026
	** 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 CORP (INCY) report for Pablo J. Cagnoni?

INCYTE CORP reported an equity award to executive Pablo J. Cagnoni. He acquired 27,892 shares of common stock from earned performance share units, with no cash purchase, reflecting compensation rather than an open-market trade.

How many INCYTE CORP (INCY) shares does Pablo J. Cagnoni hold after this Form 4?

After the reported award, Pablo J. Cagnoni holds 262,692 shares. This total includes 257,553 shares of common stock underlying previously reported restricted stock units and earned performance stock units that have not yet vested.

What type of equity award did INCYTE CORP (INCY) grant to Pablo J. Cagnoni?

The award relates to performance shares that converted into common stock. These performance shares were earned after meeting development, revenue and market-based goals, including relative total shareholder return versus the Nasdaq Biotechnology Index.

When will Pablo J. Cagnoni’s new INCYTE CORP (INCY) shares vest?

The earned shares will vest on the third anniversary of July 14, 2023. Vesting is contingent on his continued service with INCYTE CORP, tying this award to long-term employment and performance alignment.

How variable is the payout from INCYTE CORP (INCY) performance shares?

The potential payout from performance shares is highly variable. Over the three-year performance period, the number of common shares deliverable can range from 0% to 150% of the original performance share units awarded.