INCYTE (NASDAQ: INCY) director exercises 15,000 options and has shares withheld for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

INCYTE CORP director Jean-Jacques Bienaimé reported routine equity compensation activity. On May 26, 2026, he exercised 15,000 shares of non-qualified stock options at an exercise price of $84.53 per share, converting an option award into common stock.

On the same date, 13,059 shares of common stock were automatically withheld by the company at $97.10 per share to cover the cost of exercising the option and related tax obligations, rather than being sold in the open market. The filing also notes previously reported restricted stock units that have not yet vested.

Insider Trade Summary 10b5-1

15,000 shares exercised/converted

Mixed 3 txns

Insider BIENAIME JEAN JACQUES

Role null

Type	Security	Shares	Price	Value
Exercise	Non-Qualified Stock Option (right to buy)	15,000	$0.00	--
Exercise	Common Stock	15,000	$84.53	$1.27M
Tax Withholding	Common Stock	13,059	$97.10	$1.27M

Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 0 shares (Direct, null); Common Stock — 35,841 shares (Direct, null)

Footnotes (1)

Represents shares withheld automatically by the Issuer to satisfy the payment of the cost of exercise the option award previously reported in Table I as common stock. Includes an aggregate of 2,518 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested. This option vests in full on the first anniversary of the date of grant, or if earlier, the date of the next regular annual meeting of the Company's stockholders or upon change of control (as defined in the option plan).

Key Figures

Options exercised: 15,000 shares Option exercise price: $84.53/share Shares withheld for taxes: 13,059 shares +4 more

7 metrics

Options exercised 15,000 shares Non-qualified stock option exercise on May 26, 2026

Option exercise price $84.53/share Exercise price for 15,000-share option

Shares withheld for taxes 13,059 shares Tax-withholding disposition at $97.10 per share

Withholding reference price $97.10/share Price used for 13,059-share tax withholding

Tax-withholding transactions 1 transaction, 13,059 shares Summary taxWithholdingCount and taxWithholdingShares

Derivative exercises 1 exercise, 15,000 shares Summary exerciseCount and exerciseShares

Unvested RSUs 2,518 shares Shares issuable from restricted stock units not yet vested

Key Terms

Non-Qualified Stock Option (right to buy), tax-withholding disposition, derivative security, restricted stock units, +1 more

5 terms

Non-Qualified Stock Option (right to buy) financial

"security_title: "Non-Qualified Stock Option (right to buy)""

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

restricted stock units financial

"Includes an aggregate of 2,518 shares of common stock issuable pursuant to previously reported restricted stock units"

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.

change of control financial

"or upon change of control (as defined in the option plan)"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Form 4 Insider Transactions: What Each Field Means →

05/28/2026 - 04:03 PM

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^*

BIENAIME JEAN JACQUES

(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)
05/26/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/26/2026		M		15,000	A	$84.53	35,841	D
Common Stock	05/26/2026		F		13,059	D⁽¹⁾	$97.1	22,782⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$84.53	05/26/2026		M			15,000	⁽³⁾	05/26/2026	Common Stock	15,000	$0	0	D

Explanation of Responses:

1. Represents shares withheld automatically by the Issuer to satisfy the payment of the cost of exercise the option award previously reported in Table I as common stock.

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

3. This option vests in full on the first anniversary of the date of grant, or if earlier, the date of the next regular annual meeting of the Company's stockholders or upon change of control (as defined in the option plan).

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	05/28/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did INCYTE CORP (INCY) report for Jean-Jacques Bienaimé?

INCYTE CORP reported that director Jean-Jacques Bienaimé exercised 15,000 non-qualified stock options into common stock. The same filing shows shares were withheld automatically to cover the exercise cost and taxes rather than sold in the open market.

How many INCYTE (INCY) options did Jean-Jacques Bienaimé exercise and at what price?

Jean-Jacques Bienaimé exercised 15,000 non-qualified stock options for INCYTE common stock at an exercise price of $84.53 per share. This converted his derivative award into shares as part of routine equity compensation activity disclosed in the Form 4 filing.

Were Jean-Jacques Bienaimé’s INCYTE (INCY) shares sold in the market or withheld for taxes?

The Form 4 shows 13,059 INCYTE shares were withheld automatically by the company at $97.10 per share. This tax-withholding disposition satisfied the cost of exercising options and related tax liabilities, rather than representing an open-market sale of shares.

Does the INCYTE (INCY) Form 4 show a tax-withholding disposition for Jean-Jacques Bienaimé?

Yes. The filing reports a transaction coded “F” for 13,059 shares of INCYTE common stock at $97.10 per share. A footnote explains these shares were withheld automatically to cover the option exercise cost and associated taxes, not discretionary selling.

What type of derivative security did Jean-Jacques Bienaimé exercise at INCYTE (INCY)?

He exercised a non-qualified stock option, described as a right to buy INCYTE common stock. The option covered 15,000 underlying shares at an exercise price of $84.53 and was fully exercised, converting the derivative award into common shares on May 26, 2026.

Does the INCYTE (INCY) Form 4 mention any unvested restricted stock units for Jean-Jacques Bienaimé?

A footnote states that his holdings include 2,518 INCYTE shares issuable under previously reported restricted stock units that have not yet vested. These units represent additional potential equity, separate from the stock option exercise reported in this Form 4.