INCY Form 4: EVP Denton Exercises 278 Options, Sells 278 Shares

Sheila A. Denton, EVP & General Counsel of Incyte Corporation (INCY), reported multiple transactions on 09/16/2025.

Rhea-AI Filing Summary

Sheila A. Denton, EVP & General Counsel of Incyte Corporation (INCY), reported multiple transactions on 09/16/2025. The Form 4 shows a non-derivative acquisition of 278 shares of common stock at $64.25 and a non-derivative disposition of 278 shares at $83.15, leaving her with 33,200 shares beneficially owned after the sale. The filing also reports exercise of 278 employee stock options with a $64.25 exercise price, resulting in 278 underlying shares and total derivative holdings of 9,438 option-related shares exercisable through 07/14/2034. The filing discloses that 32,544 of the reported common shares are issuable under previously reported restricted stock units and earned performance units that have not vested.

Positive

• Executor monetized options at a profit: sale price $83.15 exceeds exercise price $64.25
• Substantial alignment with long-term incentives: 32,544 shares are issuable under unvested RSUs and performance units

Negative

• Near-term liquidity event: sale of 278 shares reduces immediate insider share count
• Possible dilution impact: 9,438 option-related shares are exercisable through 07/14/2034 (future potential dilution)

Insights

Securities Analyst

TL;DR: Insider executed matched option exercise and share sale on the same day, resulting in modest net change in holdings.

The filing documents routine insider activity: an exercise of 278 options at $64.25 and a contemporaneous sale of 278 shares at $83.15. This pattern often reflects option liquidity needs or planned tax/compensation management rather than a change in strategic stance. Beneficial ownership remains concentrated with 33,200 shares directly owned and 9,438 option-related shares exercisable, plus 32,544 shares tied to unvested RSUs/performance units. No new material change to control or extraordinary dilution is indicated.

Corporate Governance Specialist

TL;DR: Transactions appear procedural and consistent with standard executive compensation mechanics, not a governance red flag.

The simultaneous exercise and sale of equal share counts suggests routine monetization of exercised options. The disclosure notes a substantial portion of reported shares are unvested RSUs and performance units, which aligns executive incentives with long-term shareholder outcomes. There is no indication in the filing of unexpected leadership change, material issuance beyond compensation plans, or related-party transfers that would raise governance concerns.

Insider Trade Summary

Exercise and Sale: 278 shares ($5K approx. pre-tax spread)

Exercise and Sale 3 txns

Insider Denton Sheila A.

Role EVP & General Counsel

Sold 278 shs ($23K)

Approx. gross sale proceeds $23K

Approx. exercise cost $18K

Approx. pre-tax spread $5K

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	278	$0.00	$0.00
Exercise	Common Stock	278	$64.25	$18K
Sale	Common Stock	278	$83.15	$23K

Holdings After Transaction: Employee Stock Option (right to buy) — 9,438 contracts (Direct); Common Stock — 33,200 shares (Direct)

Footnotes (2)

1. F1. This includes an aggregate of 32,544 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance units that have not vested.
2. F2. The July 15, 2024 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.

FAQ

What insider transactions did INCY EVP & General Counsel Sheila Denton report on 09/16/2025?

She reported acquiring 278 shares at $64.25, selling 278 shares at $83.15, and exercising 278 employee stock options with a $64.25 exercise price.

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

The Form 4 reports 33,200 shares beneficially owned following the reported transactions, plus derivative holdings and unvested units.

How many option-related and unvested shares are disclosed in the filing?

The filing shows 9,438 option-related shares exercisable and states 32,544 shares issuable under previously reported unvested restricted stock units and earned performance units.

Do the transactions indicate a change in control or governance at Incyte (INCY)?

No. The filing shows routine executive compensation-related transactions and does not disclose any change in control or governance actions.

When do the reported employee stock options expire or become exercisable?

The exercised options reference an exercise pattern tied to July 15, 2024 options vesting over time; the derivative table lists an expiration/exercisable date through 07/14/2034 for the 278 underlying shares.

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Accepted by SEC EDGAR 09/18/2025 - 04:06 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).

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)
09/16/2025

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	09/16/2025		M		278	A	$64.25	33,478	D
Common Stock	09/16/2025		S		278	D	$83.15	33,200(1)	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)	$64.25	09/16/2025		M			278	(2)	07/14/2034	Common Stock	278	$0	9,438	D

Explanation of Responses:

1. This includes an aggregate of 32,544 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance units that have not vested.

2. The July 15, 2024 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	09/18/2025
	** 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.
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