Incyte grants equity awards to R&D president

INCYTE CORP’s President, Global Head of R&D Pablo J. Cagnoni received equity compensation awards on July 16, 2026, including 13,403 restricted stock units, 57,861 employee stock options at an exercise price of $116.65 per share, and 33,508 performance shares.

Rhea-AI Filing Summary

INCYTE CORP’s President, Global Head of R&D Pablo J. Cagnoni received equity compensation awards on July 16, 2026, including 13,403 restricted stock units, 57,861 employee stock options at an exercise price of $116.65 per share, and 33,508 performance shares.

After these awards, he directly holds 231,332 common shares, including 183,200 shares issuable under unvested restricted stock units and earned performance stock units. The RSUs vest 25% annually over four years, options vest over four years, and performance shares may deliver up to 200% of a share based on three-year relative TSR.

Insider Trade Summary

Grant/Award: 104,772 shares

Grant/Award 3 txns

Insider CAGNONI PABLO J

Role President, Global Head of R&D

Type	Security	Shares	Price	Value
Grant/Award	Performance Shares F3	33,508	$0.00	$0.00
Grant/Award	Employee Stock Option (right to buy) F4	57,861	$0.00	$0.00
Grant/Award	Common Stock F1, F2	13,403	$0.00	$0.00

Holdings After Transaction: Performance Shares — 33,508 contracts (Direct); Employee Stock Option (right to buy) — 57,861 contracts (Direct); Common Stock — 231,332 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 183,200 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance 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: 13,403 shares of Common Stock Stock options granted: 57,861 options at $116.65 per share Performance shares granted: 33,508 performance shares +4 more

7 metrics

RSUs granted 13,403 shares of Common Stock Restricted stock units granted to Pablo J. Cagnoni on July 16, 2026

Stock options granted 57,861 options at $116.65 per share Employee stock options granted July 16, 2026; expire July 15, 2036

Performance shares granted 33,508 performance shares Each performance share may deliver up to 200% of one share based on TSR

Common stock holdings after grants 231,332 shares Direct common shares held by Pablo J. Cagnoni following July 16, 2026 awards

Unvested RSU and PSU underlying shares 183,200 shares Shares issuable under previously reported unvested RSUs and earned performance stock units

Performance period start January 1, 2026 Beginning of three-year performance period for TSR-based performance shares

Performance share vesting date Third anniversary of grant date Earned performance shares vest three years after July 16, 2026, subject to continued service

Key Terms

restricted stock units ("RSUs"), Performance Shares, total shareholder return ("TSR"), Performance Share Award Agreement, +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.

total shareholder return ("TSR") financial

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

Performance Share Award Agreement financial

"as set forth in the Performance Share Award Agreement"

Employee Stock Option (right to buy) financial

"Employee Stock Option (right to buy) with an exercise price of $116.65"

FAQ

What equity awards did INCY grant to Pablo J. Cagnoni on July 16, 2026?

On July 16, 2026, Pablo J. Cagnoni received 13,403 restricted stock units, 57,861 employee stock options at $116.65 per share, and 33,508 performance shares, all relating to INCYTE CORP common stock as part of his executive compensation.

How do the RSUs granted to INCY’s Pablo Cagnoni vest?

The 13,403 restricted stock units vest 25% annually over four years. Each RSU may be settled only in INCYTE CORP common stock on a one-for-one basis, aligning Cagnoni’s compensation with long-term shareholder interests through multi-year vesting.

What are the terms of the stock options granted to INCY’s R&D president?

Cagnoni received 57,861 employee stock options with a per-share exercise price of $116.65, expiring on July 15, 2036. The first 25% vest after one year, with the remaining options vesting in monthly installments over the following three years.

How are INCY performance shares structured for Pablo Cagnoni?

He was granted 33,508 performance shares, each representing the right to receive up to 200% of one common share. Shares are earned based on relative total shareholder return over a three-year period starting January 1, 2026, and vest on the third anniversary, subject to continued service.

What is Pablo Cagnoni’s INCY share ownership after these grants?

Following the July 16, 2026 awards, Cagnoni directly holds 231,332 INCYTE CORP common shares. This figure includes 183,200 shares of common stock issuable under previously reported unvested restricted stock units and earned performance stock units.

Were Pablo Cagnoni’s INCY transactions reported under a Rule 10b5-1 plan?

The Rule 10b5-1 checkbox in the filing is not marked, and the footnotes do not reference any trading plan. The reported Form 4 transactions reflect equity grants rather than market purchases or sales under a pre-arranged Rule 10b5-1 plan.

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Available on EDGAR 07/20/2026 - 04:09 PM Accepted by SEC EDGAR 07/20/2026 - 04:09 PM 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^*

CAGNONI PABLO J

(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)
	President, Global Head of R&D

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		13,403(1)	A	$0	231,332(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		33,508		(3)	07/16/2029	Common Stock	33,508	$0	33,508	D
Employee Stock Option (right to buy)	$116.65	07/16/2026		A		57,861		(4)	07/15/2036	Common Stock	57,861	$0	57,861	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 183,200 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance 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.
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* Form 4: SEC 1474 (03-26)