Incyte EVP granted stock, options and perf shares

INCYTE CORP executive Richard A. Hoffman, EVP & General Counsel, received multiple equity awards on July 16, 2026.

Rhea-AI Filing Summary

INCYTE CORP executive Richard A. Hoffman, EVP & General Counsel, received multiple equity awards on July 16, 2026. He was granted 7,395 restricted stock units vesting 25% annually over four years, bringing unvested RSU-linked common shares to 16,861. He also received options on 31,923 shares at an exercise price of $116.65 expiring July 15, 2036, vesting 25% after one year and then monthly over three years, plus 18,487 performance shares that can pay up to 200% of one common share each based on relative TSR over a three-year period starting January 1, 2026.

Insider Trade Summary

Grant/Award: 57,805 shares

Grant/Award 3 txns

Insider Hoffman Richard A.

Role EVP & General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Performance Shares F3	18,487	$0.00	$0.00
Grant/Award	Employee Stock Option (right to buy) F4	31,923	$0.00	$0.00
Grant/Award	Common Stock F1, F2	7,395	$0.00	$0.00

Holdings After Transaction: Performance Shares — 18,487 contracts (Direct); Employee Stock Option (right to buy) — 31,923 contracts (Direct); Common Stock — 16,861 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. Including the July 16, 2026 grant, this includes an aggregate of 16,861 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.
3. F3. 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.
4. F4. The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years. Remarks:

Key Figures

RSUs Granted: 7,395 shares Unvested RSU-Linked Shares: 16,861 shares Stock Options Granted: 31,923 options +5 more

8 metrics

RSUs Granted 7,395 shares Restricted stock units awarded to Richard A. Hoffman on July 16, 2026

Unvested RSU-Linked Shares 16,861 shares Common shares issuable from previously reported RSUs that have not vested, including new grant

Stock Options Granted 31,923 options Employee stock options awarded July 16, 2026 to buy common stock

Option Exercise Price $116.65 per share Exercise price for the 31,923 employee stock options

Option Expiration Date July 15, 2036 Expiration for the July 16, 2026 employee stock option grant

Performance Shares Granted 18,487 performance shares Performance share award tied to relative total shareholder return

Performance Share Payout Cap 200% of one share Maximum common stock per performance share if TSR goals are fully achieved

TSR Performance Period 3-year period beginning January 1, 2026 Measurement window for relative total shareholder return on performance shares

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

"Performance Shares, each performance share represents the right to receive up to 200%"

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"

fixed peer group financial

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

Performance Share Award Agreement financial

"as set forth in the Performance Share Award Agreement. The earned shares will"

FAQ

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

What equity awards did Incyte (INCY) EVP Richard A. Hoffman receive on July 16, 2026?

Richard A. Hoffman received 7,395 RSUs, 31,923 stock options with a $116.65 exercise price, and 18,487 performance shares. All awards are tied to Incyte common stock and vest over multi-year schedules based on service and, for performance shares, TSR goals.

How do Richard A. Hoffman’s new RSUs from Incyte (INCY) vest?

The 7,395 restricted stock units (RSUs) vest in 25% annual installments over four years. They may be settled only in Incyte common stock on a one-for-one basis, increasing his potential share ownership as tranches vest over time.

What are the key terms of Richard A. Hoffman’s new Incyte (INCY) stock options?

Hoffman received 31,923 employee stock options with a $116.65 exercise price, expiring July 15, 2036. The first 25% become exercisable after one year, with the remaining options vesting in monthly installments over the following three years.

How are Richard A. Hoffman’s Incyte (INCY) performance shares structured?

He received 18,487 performance shares, each representing the right to earn up to 200% of one common share. Payout depends on Incyte’s relative total shareholder return over a three-year period beginning January 1, 2026, with vesting on the third anniversary.

What is Richard A. Hoffman’s unvested RSU-related Incyte (INCY) share total after these grants?

Including the July 16, 2026 RSU grant, Hoffman has 16,861 shares of common stock issuable under previously reported RSUs that remain unvested. This figure reflects only unvested restricted stock units, not his separate option or performance share awards.

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

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Accepted by SEC EDGAR 07/20/2026 - 04:08 PM EDT Learn about SEC filing dates

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^*

Hoffman Richard A.

(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 & General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2026

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	07/16/2026		A		7,395(1)	A	$0	16,861(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
Performance Shares	(3)	07/16/2026		A		18,487		(3)	07/16/2029	Common Stock	18,487	$0	18,487	D
Employee Stock Option (right to buy)	$116.65	07/16/2026		A		31,923		(4)	07/15/2036	Common Stock	31,923	$0	31,923	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. Including the July 16, 2026 grant, this includes an aggregate of 16,861 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

3. 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.

4. The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years. Remarks:

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	07/20/2026
	** 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)