Incyte CMO awarded 39,049 performance shares

INCYTE CORP reported that CMO & Head of Late-Stage Development Steven H. Stein acquired 39,049 shares of common stock at no cost through earned performance shares.

Rhea-AI Filing Summary

INCYTE CORP reported that CMO & Head of Late-Stage Development Steven H. Stein acquired 39,049 shares of common stock at no cost through earned performance shares. These shares relate to performance criteria determined to be satisfied on April 15, 2026 and will vest on the third anniversary of the July 14, 2023 grant date, subject to his continued service. After this award, he holds rights to 73,252 shares of common stock issuable under previously reported restricted stock units and earned performance shares that have not yet vested.

Insider Trade Summary

Grant/Award: 39,049 shares

Grant/Award 1 txn

Insider Stein Steven H

Role CMO & Head of Late-Stage Dev.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	39,049	$0.00	$0.00

Holdings After Transaction: Common Stock — 73,252 shares (Direct)

Footnotes (2)

1. F1. Represents the shares of common stock underlying performance shares earned upon the achievement of performance criteria determined to be satisfied on April 15, 2026. The earned shares will vest on the third anniversary of the July 14, 2023 grant date, subject to the Reporting Person's continued service with the Issuer. Each performance share represents the right to receive one or more shares of common stock based on, and subject to, specified development, revenue and market-based (relative total shareholder returns compared to the Nasdaq Biotechnology Index) performance goals determined by the Issuers Compensation Committee in January 2023 as set forth in the Performance Share Award Agreement. The number of shares of common stock that the Reporting Person is entitled to receive over the three year performance period ranges from 0% to 150% of the number of performance shares awarded.
2. F2. This includes an aggregate of 73,252 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.

Key Figures

Performance shares earned: 39,049 shares Award price: $0.0000 per share Shares after transaction: 73,252 shares +1 more

4 metrics

Performance shares earned 39,049 shares Common stock underlying performance shares earned as of April 15, 2026

Award price $0.0000 per share Grant, award, or other acquisition of common stock

Shares after transaction 73,252 shares Common stock issuable from unvested restricted stock units and earned performance shares

Performance payout range 0% to 150% Range of common shares deliverable over three-year performance period

Key Terms

performance shares, restricted stock units, relative total shareholder returns, Nasdaq Biotechnology Index, +1 more

5 terms

performance shares financial

"Represents the shares of common stock underlying performance shares earned upon the achievement of performance criteria"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

restricted stock units financial

"This includes an aggregate of 73,252 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.

relative total shareholder returns financial

"market-based (relative total shareholder returns compared to the Nasdaq Biotechnology Index) performance goals"

Nasdaq Biotechnology Index financial

"relative total shareholder returns compared to the Nasdaq Biotechnology Index performance goals"

A stock index that tracks the performance of biotechnology companies listed on the NASDAQ stock exchange, combining many firms into a single measure of the sector’s movement. Think of it as a thermometer or basket that shows whether biotech stocks are generally rising or falling; investors use it to gauge sector health, compare individual holdings against the industry, and as the basis for funds that let you invest in the whole group at once.

Performance Share Award Agreement financial

"as set forth in the Performance Share Award Agreement"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Incyte (INCY) disclose about Steven H. Stein in this Form 4?

Incyte disclosed that CMO Steven H. Stein acquired 39,049 shares of common stock via an award of earned performance shares. The transaction was a compensation-related grant at no cost per share, not an open-market purchase or sale of stock.

How many Incyte (INCY) shares did Steven H. Stein receive in the latest award?

Steven H. Stein received 39,049 shares of Incyte common stock underlying performance shares earned after meeting pre-set performance criteria. These shares are part of a long-term incentive plan and will vest on the third anniversary of the July 14, 2023 grant date.

When will Steven H. Stein’s new Incyte (INCY) performance shares vest?

The earned performance shares will vest on the third anniversary of the July 14, 2023 grant date. Vesting remains subject to Steven H. Stein’s continued service with Incyte, tying the award to both performance and ongoing employment over the multi-year period.

What performance measures affect Steven H. Stein’s Incyte (INCY) performance shares?

The performance shares are tied to development, revenue and market-based goals, including relative total shareholder return versus the Nasdaq Biotechnology Index. The number of shares deliverable over the three-year performance period can range from 0% to 150% of the performance shares awarded.

How many unvested Incyte (INCY) shares does Steven H. Stein now hold?

After this award, Steven H. Stein holds rights to 73,252 shares of common stock issuable under previously reported restricted stock units and earned performance shares that have not vested. This figure reflects his aggregate unvested equity-based compensation position reported in the filing.

Was Steven H. Stein’s Incyte (INCY) transaction an open-market stock purchase?

No. The filing describes the transaction as a grant or award acquisition of 39,049 shares at a price of $0.0000 per share. It represents earned performance shares from Incyte’s compensation plan rather than an open-market purchase of stock by the executive.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/17/2026 - 04:12 PM EDT 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).

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^*

Stein Steven H

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CMO & Head of Late-Stage Dev.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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	04/15/2026		A		39,049(1)	A	$0	73,252(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 the shares of common stock underlying performance shares earned upon the achievement of performance criteria determined to be satisfied on April 15, 2026. The earned shares will vest on the third anniversary of the July 14, 2023 grant date, subject to the Reporting Person's continued service with the Issuer. Each performance share represents the right to receive one or more shares of common stock based on, and subject to, specified development, revenue and market-based (relative total shareholder returns compared to the Nasdaq Biotechnology Index) performance goals determined by the Issuers Compensation Committee in January 2023 as set forth in the Performance Share Award Agreement. The number of shares of common stock that the Reporting Person is entitled to receive over the three year performance period ranges from 0% to 150% of the number of performance shares awarded.

2. This includes an aggregate of 73,252 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	04/17/2026
	** 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)