INCY insider exercise at $58.06 then sells shares at $85–$87

Rhea-AI Filing Summary

Sheila A. Denton, EVP & General Counsel of Incyte Corp (INCY), reported multiple transactions on 10/02/2025 and 10/03/2025. She exercised employee stock options for 599 shares at an exercise price of $58.06 and acquired 599 common shares via that exercise. Concurrently, she sold a series of shares: 599 at $87.65, 3,130 at $86.28, and 3,501 at $85.54, reducing her direct common stock holdings to 26,569 shares. The filing notes 3,130 shares were withheld to satisfy tax obligations and that 25,913 shares remain issuable under previously reported restricted stock units and earned performance units that have not vested. After the reported activity, she holds 14,363 option-based derivative securities and 26,569 direct common shares.

Insights

Insider Transactions Analyst

Net selling reduced direct holdings while option exercise preserved ownership.

The reporting shows an option exercise on 10/02/2025 that resulted in 599 shares acquired at $58.06, immediately followed by open-market sales across 10/02/2025 and 10/03/2025 at prices between $85.54 and $87.65. The issuer withheld 3,130 shares for tax obligations tied to vested awards.

This pattern—exercising options then selling shares—maintains economic exposure from vested awards while converting value to cash; it also leaves 25,913 unvested RSU/performance-unit shares outstanding. Monitor vesting schedules and future filings for additional dispositions or vesting events over the next 12 months.

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).

X

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^*

Denton Sheila A.

(Last) (First) (Middle)

1801 AUGUSTINE CUT-OFF

(Street)

WILMINGTON DE 19803

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	10/02/2025		M		599	A	$58.06	33,799	D
Common Stock	10/02/2025		S		599	D	$87.65	33,200	D
Common Stock	10/02/2025		F		3,130(1)	D	$86.28	30,070	D
Common Stock	10/03/2025		S		3,501	D	$85.54	26,569(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)	$58.06	10/02/2025		M			599	(3)	10/02/2033	Common Stock	599	$0	14,363	D

Explanation of Responses:

1. Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of restricted stock units previously reported in Table I as common stock.

2. This includes an aggregate of 25,913 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance units that have not vested.

3. Beginning October 2, 2023, options become exercisable in 37 installments, with the first 25% vesting on October 2, 2024 and the remainder vesting monthly over three years.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	10/06/2025
	** 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.

FAQ

What transactions did INCY insider Sheila Denton report on Form 4?

She reported an option exercise of 599 shares at $58.06 on 10/02/2025 and open‑market sales totaling 7,230 shares across 10/02/2025–10/03/2025 at prices between $85.54 and $87.65.

How many shares does Sheila Denton beneficially own after these transactions (INCY)?

The filing shows 26,569 direct common shares and 14,363 derivative securities (options) beneficially owned following the reported transactions.

Were any shares withheld for taxes in the INCY filing?

Yes. The filing states 3,130 shares were withheld automatically to satisfy tax withholding obligations related to vested restricted stock units.

How many unvested awards remain for Sheila Denton at INCY?

The filing discloses an aggregate of 25,913 shares issuable pursuant to previously reported restricted stock units and earned performance units that have not vested.

Did the insider use a 10b5-1 plan or similar in these INCY transactions?

The form includes the box checked indicating a transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1.