Incyte EVP gets stock awards, sells 1,093 shares

INCYTE CORP executive Mohamed Khairie Issa, EVP and Head of U.S. Commercial, reported equity grants and a small stock sale.

Rhea-AI Filing Summary

INCYTE CORP executive Mohamed Khairie Issa, EVP and Head of U.S. Commercial, reported equity grants and a small stock sale. He received 7,857 restricted stock units vesting 25% annually over four years, for a total of 71,797 unvested RSU-based shares, plus 33,918 stock options at an exercise price of $116.65 and 19,643 performance shares linked to relative total shareholder return. On the same date, he sold 1,093 common shares at $115.01, leaving 63,940 shares held directly. The filing indicates these transactions were effected under a Rule 10b5-1 trading plan.

Insider Trade Summary 10b5-1

Net Seller: 1,093 shares

Net Sell 4 txns

Insider Issa Mohamed Khairie

Role EVP, Head of U.S. Commercial

Sold 1,093 shs ($126K)

Type	Security	Shares	Price	Value
Grant/Award	Performance Shares F3	19,643	$0.00	$0.00
Grant/Award	Employee Stock Option (right to buy) F4	33,918	$0.00	$0.00
Sale	Common Stock	1,093	$115.01	$126K
Grant/Award	Common Stock F1, F2	7,857	$0.00	$0.00

Holdings After Transaction: Performance Shares — 19,643 contracts (Direct); Employee Stock Option (right to buy) — 33,918 contracts (Direct); Common Stock — 71,797 shares (Direct)

Footnotes (4)

1. F1. Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.
2. F2. Including the July 16, 2026 grant, this includes an aggregate of 71,797 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.
3. F3. Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ("TSR") over a three-year performance period beginning on January 1, 2026 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer.
4. F4. The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years. Remarks:

Key Figures

RSUs granted: 7,857 shares Unvested RSU-based shares: 71,797 shares Shares sold: 1,093 shares +4 more

7 metrics

RSUs granted 7,857 shares Restricted stock units granted on July 16, 2026, vesting 25% annually over four years

Unvested RSU-based shares 71,797 shares Total shares of common stock issuable from unvested RSUs after the July 16, 2026 grant

Shares sold 1,093 shares Common stock sold on July 16, 2026 in an open market or private transaction

Sale price $115.01 per share Price received per share for the 1,093 common shares sold

Direct holdings after sale 63,940 shares Common shares of INCYTE CORP held directly by Issa after the July 16, 2026 sale

Stock options granted 33,918 options at $116.65 Employee stock options granted on July 16, 2026 with a $116.65 exercise price, expiring July 15, 2036

Performance shares granted 19,643 units Performance shares tied to three-year relative total shareholder return starting January 1, 2026

Key Terms

restricted stock units, Performance Shares, total shareholder return ("TSR"), Rule 10b5-1 trading plan

4 terms

restricted stock units financial

"Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years."

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.

Performance Shares financial

"Each performance share represents the right to receive up to 200% of one share of common stock."

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.

total shareholder return ("TSR") financial

"based upon the issuer's relative total shareholder return ("TSR") over a three-year performance period"

Rule 10b5-1 trading plan financial

"The filing indicates these transactions were effected under a Rule 10b5-1 trading plan."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

FAQ

What equity awards did INCYTE CORP (INCY) grant to Mohamed Khairie Issa?

Mohamed Khairie Issa received 7,857 RSUs, 33,918 employee stock options at $116.65 per share, and 19,643 performance shares on July 16, 2026, as part of his equity compensation package from INCYTE CORP.

How many INCYTE CORP (INCY) shares did Mohamed Khairie Issa sell and at what price?

He sold 1,093 shares of INCYTE CORP common stock at $115.01 per share on July 16, 2026. After this open-market or private transaction, he directly held 63,940 common shares.

What is the vesting schedule for Mohamed Khairie Issa’s INCY restricted stock units?

The 7,857 RSUs granted to Mohamed Khairie Issa vest 25% each year over four years. Including this grant, RSUs cover 71,797 shares of common stock that remain unvested and will settle one-for-one in shares when they vest.

How do Mohamed Khairie Issa’s INCY performance shares work?

Each of the 19,643 performance shares represents the right to receive up to 200% of one INCYTE CORP share. Shares are earned based on relative total shareholder return over a three-year period beginning January 1, 2026, and vest on the third anniversary.

What are the terms of Mohamed Khairie Issa’s new INCY stock options?

He was granted 33,918 stock options with a strike price of $116.65 per share, expiring on July 15, 2036. The options vest in 37 installments, with 25% after one year and the remainder vesting monthly over the next three years.

Were Mohamed Khairie Issa’s INCY transactions under a Rule 10b5-1 trading plan?

Yes. The Form 4 indicates the reported transactions were effected under a Rule 10b5-1 trading plan, meaning trades, including the 1,093-share sale, were executed pursuant to a pre-arranged trading arrangement.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/20/2026 - 04:09 PM Accepted by SEC EDGAR 07/20/2026 - 04:09 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).

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^*

Issa Mohamed Khairie

(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)
	EVP, Head of U.S. Commercial

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2026

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	07/16/2026		S		1,093	D	$115.01	63,940	D
Common Stock	07/16/2026		A		7,857(1)	A	$0	71,797(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
Performance Shares	(3)	07/16/2026		A		19,643		(3)	07/16/2029	Common Stock	19,643	$0	19,643	D
Employee Stock Option (right to buy)	$116.65	07/16/2026		A		33,918		(4)	07/15/2036	Common Stock	33,918	$0	33,918	D

Explanation of Responses:

1. Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.

2. Including the July 16, 2026 grant, this includes an aggregate of 71,797 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

3. Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ("TSR") over a three-year performance period beginning on January 1, 2026 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer.

4. The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years. Remarks:

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	07/20/2026
	** 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)