Incyte (INCY) director takes 265-share board fee in stock

Rhea-AI Filing Summary

INCYTE CORP director Paul J. Clancy received 265 shares of common stock as a fully vested restricted share award. The grant was made under Incyte's Amended and Restated 2010 Stock Incentive Plan in lieu of quarterly director retainer fees, pursuant to an election intended to comply with Rule 10b5-1. Following this compensation-related acquisition, he holds 23,741 shares directly, including 2,518 shares of common stock issuable from previously reported restricted stock units that have not yet vested.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Clancy Paul J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	265	$94.12	$25K

Holdings After Transaction: Common Stock — 23,741 shares (Direct)

Footnotes (1)

1. Restricted shares issued to the Reporting Person under the Issuer's Amended and Restated 2010 Stock Incentive Plan in lieu of quarterly director retainer fees pursuant to an election by the Reporting Person intended to comply with Rule 10b5-1. Restricted shares are fully vested. This includes an aggregate of 2,518 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Key Figures

Restricted shares granted: 265 shares Reported price per share: $94.12 per share Shares held after transaction: 23,741 shares +1 more

4 metrics

Restricted shares granted 265 shares Common Stock grant on 2026-03-31

Reported price per share $94.12 per share Value used for the 265-share award

Shares held after transaction 23,741 shares Total direct common stock holdings after award

Unvested RSUs 2,518 shares issuable Common stock underlying previously reported RSUs not yet vested

Key Terms

Restricted shares, Rule 10b5-1, restricted stock units, director retainer fees

4 terms

Restricted shares financial

"Restricted shares issued to the Reporting Person under the Issuer's Amended and Restated 2010 Stock Incentive Plan"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Rule 10b5-1 regulatory

"pursuant to an election by the Reporting Person intended to comply with Rule 10b5-1"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

restricted stock units financial

"an aggregate of 2,518 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested"

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.

director retainer fees financial

"in lieu of quarterly director retainer fees pursuant to an election by the Reporting Person"

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^*

Clancy Paul 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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(1)	03/31/2026		A		265	A	$94.12	23,741(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. Restricted shares issued to the Reporting Person under the Issuer's Amended and Restated 2010 Stock Incentive Plan in lieu of quarterly director retainer fees pursuant to an election by the Reporting Person intended to comply with Rule 10b5-1. Restricted shares are fully vested.

2. This includes an aggregate of 2,518 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	04/02/2026
	** 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 did Incyte (INCY) director Paul J. Clancy report on this Form 4?

Paul J. Clancy reported receiving 265 shares of Incyte common stock as a restricted share award. The stock was issued under the company’s 2010 Stock Incentive Plan as part of his director compensation in lieu of cash quarterly retainer fees.

Was the Incyte (INCY) share grant to Paul J. Clancy a market purchase?

No, the 265 shares were not a market purchase. They were restricted shares issued as director compensation under Incyte’s Amended and Restated 2010 Stock Incentive Plan, replacing quarterly director retainer fees rather than being bought on the open market.

How many Incyte (INCY) shares does Paul J. Clancy hold after this transaction?

After the grant, Paul J. Clancy holds 23,741 shares of Incyte common stock directly. This figure includes 2,518 additional shares that are issuable in the future under previously reported restricted stock units that have not yet vested.

What price per share was used for Paul J. Clancy’s Incyte (INCY) stock award?

The award reflects a price of $94.12 per share for the 265 restricted shares. This price is used for reporting purposes in the Form 4 and relates to the value of the stock issued as director compensation under the incentive plan.

Were Paul J. Clancy’s Incyte (INCY) shares granted under a Rule 10b5-1 plan?

The filing states the restricted shares were issued pursuant to an election intended to comply with Rule 10b5-1. This indicates the decision to receive stock in lieu of cash retainer fees followed a pre-established, rule-based election process.

What are the restricted stock units mentioned in Paul J. Clancy’s Incyte (INCY) filing?

The filing notes 2,518 shares of common stock are issuable from previously reported restricted stock units that have not vested. These RSUs represent a right to receive Incyte shares in the future once specific vesting conditions are satisfied.