[Form 4] INCYTE CORP Insider Trading Activity

Rhea-AI Filing Summary

Incyte Corp (INCY) reported equity awards to David H. Gardner, EVP and Chief Strategy Officer, on 09/22/2025. The filing shows a grant of 9,429 restricted stock units (RSUs) that vest 25% annually over four years and are settled one-for-one in common stock. The report also lists 23,573 performance shares that can pay up to 200% of one share based on relative total shareholder return versus a fixed peer group over a three-year performance period beginning 01/01/2025, with earned shares vesting on the third anniversary. Additionally, 42,899 employee stock options were granted at an $84.73 exercise price, exercisable in 37 installments with the first 25% after one year and monthly vesting thereafter, expiring 09/22/2035. The filing shows the reporting person beneficially owned 9,429 common shares and had derivative interests underlying 23,573 performance shares and 42,899 options following the grants.

Positive

• 9,429 RSUs granted with explicit 25% annual vesting over four years, providing clear retention structure
• 23,573 performance shares tied to relative TSR over a three-year period beginning 01/01/2025, with up to 200% payout, aligning pay with shareholder returns
• 42,899 stock options granted at an $84.73 exercise price with a 09/22/2035 expiration and detailed 37-installment vesting schedule

Negative

• None.

Insights

Compensation & Equity Analyst

TL;DR: Executive received time-based RSUs, performance shares tied to TSR, and long-dated options; standard multi-year vesting structure.

The awards combine retention-focused RSUs with performance-based equity and long-duration options. The RSUs vest 25% annually over four years, aligning service retention incentives. Performance shares use a relative TSR metric over a three-year period beginning 01/01/2025 and can pay up to 200% per share, indicating a performance lever tied to peer-relative share price appreciation. The options carry an $84.73 exercise price and a ten-year term to 09/22/2035 with staged exercisability in 37 installments, which is a detailed staggered vesting schedule that blends initial cliff vesting with subsequent monthly vesting.

Corporate Governance Specialist

TL;DR: Grants reflect common governance practice: mix of service and performance awards with explicit vesting and performance periods.

The Form 4 discloses clear grant mechanics: RSUs settled one-for-one, performance shares tied to relative TSR versus a defined peer group, and option vesting specified in installments. The disclosure provides material grant sizes: 9,429 RSUs, 23,573 performance shares (each convertible up to 200%), and 42,899 options at $84.73. All holdings are reported as direct beneficial ownership post-grant. The filing is complete in describing vesting schedules and performance measurement windows, enabling stakeholders to assess timing and potential dilution from these awards.

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

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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^*

Gardner David H

(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, Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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	09/22/2025		A		9,429(1)	A	$0	9,429(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)	09/22/2025		A		23,573		(3)	09/22/2028	Common Stock	23,573	$0	23,573	D
Employee Stock Option (right to buy)	$84.73	09/22/2025		A		42,899		(4)	09/22/2035	Common Stock	42,899	$0	42,899	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. Includes the September 22, 2025 aggregate grant of 9,429 shares of common stock.

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, 2025 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 September 22, 2025 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	09/24/2025
	** 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.
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.

FAQ

What equity awards did INCY grant to David H. Gardner on 09/22/2025?

The Form 4 reports grants of 9,429 RSUs, 23,573 performance shares (up to 200% payout per share), and 42,899 stock options at an $84.73 exercise price.

How do the RSUs awarded to the reporting person vest?

The 9,429 RSUs vest 25% annually over four years and are settled one-for-one in common stock.

What performance metric governs the performance shares in the INCY grant?

The 23,573 performance shares are earned based on the issuer's relative total shareholder return (TSR) over a three-year period beginning 01/01/2025 versus a fixed peer group.

What are the key terms of the stock options granted on 09/22/2025?

The 42,899 options have an $84.73 exercise price, become exercisable in 37 installments with the first 25% after one year, vest monthly thereafter, and expire on 09/22/2035.

How many shares did the reporting person beneficially own following the reported transactions?

The filing shows 9,429 shares of common stock beneficially owned following the September 22, 2025 grant, plus the derivative interests underlying the performance shares and options.