Incyte (NASDAQ: INCY) awards RSUs, options and performance shares to EVP

Rhea-AI Filing Summary

Gardner David H reported acquisition or exercise transactions in this Form 4 filing.

Incyte EVP and Chief Strategy Officer David H. Gardner received equity awards on July 16, 2026, including 7,395 restricted stock units, 31,923 employee stock options at $116.65 per share, and 18,487 performance shares tied to Incyte common stock.

The RSUs vest 25% annually over four years, the options become exercisable 25% after one year and then monthly over three years, and the performance shares can deliver up to 200% of a share each based on three-year TSR performance, with earned shares vesting on the third anniversary of the grant.

Insider Trade Summary

Net Buyer: 7,395 shares

Net Buy 3 txns

Insider Gardner David H

Role EVP, Chief Strategy Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Shares F3	18,487	$0.00	$0.00
Grant/Award	Employee Stock Option (right to buy) F4	31,923	$0.00	$0.00
Grant/Award	Common Stock F1, F2	7,395	$0.00	$0.00

Holdings After Transaction: Performance Shares — 18,487 shares (Direct); Employee Stock Option (right to buy) — 31,923 shares (Direct); Common Stock — 16,824 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 16,824 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

Restricted stock units granted: 7,395 shares Unvested RSU share entitlement: 16,824 shares Stock options granted: 31,923 shares +2 more

5 metrics

Restricted stock units granted 7,395 shares RSU award to EVP David H. Gardner on July 16, 2026, vesting 25% annually over four years

Unvested RSU share entitlement 16,824 shares Aggregate common shares issuable from previously reported restricted stock units that have not vested after the July 16, 2026 grant

Stock options granted 31,923 shares Employee stock options granted July 16, 2026 with Incyte common stock as the underlying security

Option exercise price $116.65 per share Exercise price of employee stock options expiring on July 15, 2036

Performance shares granted 18,487 units Performance share award tied to up to 200% of one share each, based on three-year TSR performance starting January 1, 2026

Key Terms

restricted stock units ("RSUs"), Performance Shares, relative total shareholder return ("TSR"), Performance Share Award Agreement

4 terms

restricted stock units ("RSUs") financial

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

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Performance Shares financial

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

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.

relative total shareholder return ("TSR") financial

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

Performance Share Award Agreement financial

"as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement"

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Available on EDGAR 07/20/2026 - 04:09 PM Accepted by SEC EDGAR 07/20/2026 - 04:08 PM Learn about SEC filing dates

FAQ

What equity awards did Incyte (INCY) grant to David H. Gardner on July 16, 2026?

David H. Gardner received 7,395 restricted stock units, 31,923 employee stock options with a $116.65 exercise price, and 18,487 performance shares. All awards relate to Incyte common stock and are subject to multi-year vesting or TSR-based performance conditions.

How do the restricted stock units (RSUs) granted to Incyte's David H. Gardner vest?

The award covers 7,395 restricted stock units that vest 25% annually over four years. Each RSU may be settled only for one share of Incyte common stock on a one-for-one basis, spreading stock delivery across the four-year vesting schedule.

What are the terms of David H. Gardner's employee stock options reported by Incyte (INCY)?

Gardner was granted 31,923 employee stock options with a $116.65 per share exercise price, expiring on July 15, 2036. These options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.

How do the performance shares granted to David H. Gardner by Incyte (INCY) work?

Gardner received 18,487 performance shares, each representing the right to receive up to 200% of one share of common stock. Shares may be earned based on Incyte's relative TSR versus a fixed peer group over a three-year period starting January 1, 2026, then vest on the third anniversary.

How many Incyte (INCY) shares are tied to David H. Gardner's unvested RSUs after the latest grant?

Including the July 16, 2026 grant, Gardner has an aggregate of 16,824 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested. This figure reflects all outstanding unvested RSU-based share entitlements reported for him.

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^*

Gardner David 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)
	EVP, Chief Strategy Officer

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		A		7,395(1)	A	$0	16,824(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		18,487		(3)	07/16/2029	Common Stock	18,487	$0	18,487	D
Employee Stock Option (right to buy)	$116.65	07/16/2026		A		31,923		(4)	07/15/2036	Common Stock	31,923	$0	31,923	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 16,824 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)