Incyte (INCY) EVP Heeson Lee reports 111 tax-withheld shares in Form 4

Rhea-AI Filing Summary

Incyte Corporation executive Heeson Lee reported a routine tax-related share transaction. On 02/02/2026, 111 shares of Incyte common stock were withheld automatically at a price of $102.67 per share to satisfy tax obligations from settling previously granted restricted stock units.

After this withholding, Lee beneficially owned 38,041 shares of Incyte common stock directly. This total includes 33,496 shares that are issuable from earlier reported restricted stock units that have not yet vested, reflecting a significant portion of equity held in unvested awards.

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^*

Heeson Lee

(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, Head of Incyte Intl

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		F		111(1)	D	$102.67	38,041(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 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 33,496 shares of common stock issuable pursuant to previously reported RSUs that have not vested.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	02/04/2026
	** 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.

FAQ

What did Incyte (INCY) EVP Heeson Lee report in this Form 4 filing?

In this Form 4, EVP Heeson Lee reported an automatic withholding of 111 shares of Incyte common stock. These shares were withheld by the company to cover tax obligations arising from the settlement of previously granted restricted stock units, a routine administrative transaction.

How many Incyte (INCY) shares were withheld and at what price?

The filing shows that 111 shares of Incyte common stock were withheld at a price of $102.67 per share. This withholding was done automatically by the issuer to satisfy tax withholding obligations connected to the settlement of restricted stock units awarded earlier.

How many Incyte (INCY) shares does Heeson Lee own after this transaction?

Following the reported transaction, Heeson Lee beneficially owned 38,041 shares of Incyte common stock directly. This figure reflects his holdings after the 111 shares were withheld for taxes, and incorporates both vested and unvested equity interests as described in the footnotes.

How many unvested RSU-based Incyte (INCY) shares are included in Heeson Lee’s holdings?

The filing states that Lee’s holdings include 33,496 shares of Incyte common stock issuable from previously reported restricted stock units that have not vested. These unvested awards represent a substantial portion of his total reported beneficial ownership in the company.

Was this Incyte (INCY) Form 4 transaction an open-market sale by Heeson Lee?

No. The Form 4 explains that the 111 shares were withheld automatically by Incyte to satisfy tax withholding obligations. This means it was not a discretionary open-market sale but a standard tax-related adjustment tied to restricted stock unit settlement.

What is the role of Heeson Lee at Incyte (INCY) according to the Form 4?

According to the filing, Heeson Lee serves as EVP, Head of Incyte Intl. This indicates a senior executive leadership position overseeing Incyte’s international operations, and the reported equity holdings reflect compensation aligned with that high-level management role.