Incyte Corp (INCY) CMO logs 28,237-share sale and tax withholding moves

Rhea-AI Filing Summary

INCYTE CORP executive Steven H. Stein, CMO & Head of Late-Stage Development, reported multiple common stock transactions. On July 15, 2026, he completed an open-market sale of 28,237 shares at $113.05 per share. On July 14 and 15, a total of 24,918 shares were disposed of through automatic tax withholding tied to the settlement of restricted stock units (RSUs) and earned performance shares, rather than discretionary market sales. Following the reported open-market sale, he reported holding 26,083 shares of common stock directly, and his beneficial ownership figure includes 19,540 shares issuable from unvested RSUs and earned performance-share awards.

Insider Trade Summary 10b5-1

Net Seller: 28,237 shares ($3,192,193)

Net Sell 3 txns

Insider Stein Steven H

Role CMO & Head of Late-Stage Dev.

Sold 28,237 shs ($3.19M)

Type	Security	Shares	Price	Value
Sale	Common Stock	28,237	$113.05	$3.19M
Tax Withholding	Common Stock	3,088	$115.09	$355K
Tax Withholding	Common Stock	21,830	$114.88	$2.51M

Holdings After Transaction: Common Stock — 26,083 shares (Direct)

Footnotes (1)

1. Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of RSUs or earned performance shares previously reported in Table I as common stock. This includes an aggregate of 19,540 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.

Key Figures

Open-market sale shares: 28,237 shares Open-market sale price: $113.05 per share Tax withholding shares (total): 24,918 shares +4 more

7 metrics

Open-market sale shares 28,237 shares Common stock sold on July 15, 2026 in an open-market transaction

Open-market sale price $113.05 per share Average price for 28,237 common shares sold on July 15, 2026

Tax withholding shares (total) 24,918 shares Shares withheld automatically to satisfy tax obligations on July 14–15, 2026

Tax withholding price 7/14/2026 $114.88 per share 21,830 shares withheld for taxes on July 14, 2026

Tax withholding price 7/15/2026 $115.09 per share 3,088 shares withheld for taxes on July 15, 2026

Shares held after sale 26,083 shares Directly held common stock reported following the open-market sale on July 15, 2026

Unvested RSU and performance-share amount 19,540 shares Shares issuable from previously reported restricted stock units and earned performance shares not yet vested

Key Terms

restricted stock units, earned performance shares, tax withholding obligations, open-market sale

4 terms

restricted stock units financial

"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.

earned performance shares financial

"RSUs or earned performance shares previously reported in Table I as common stock"

tax withholding obligations financial

"withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement"

open-market sale financial

"transaction_action: open-market sale of common stock"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/16/2026 - 04:07 PM Accepted by SEC EDGAR 07/16/2026 - 04:07 PM Learn about SEC filing dates

FAQ

What insider stock transactions did Incyte (INCY) executive Steven H. Stein report?

Steven H. Stein reported an open-market sale of 28,237 Incyte shares on July 15, 2026, at $113.05 per share, plus two additional dispositions totaling 24,918 shares that were automatically withheld to cover tax obligations on RSUs and earned performance shares.

How many Incyte (INCY) shares did Steven H. Stein sell and at what price?

He reported selling 28,237 shares of Incyte common stock in an open-market transaction at an average price of $113.05 per share on July 15, 2026. This transaction is separate from additional shares withheld for tax obligations related to equity awards.

How many Incyte (INCY) shares were withheld to cover Steven H. Stein’s tax obligations?

A total of 24,918 shares were disposed of through automatic tax withholding: 21,830 shares at $114.88 on July 14, 2026, and 3,088 shares at $115.09 on July 15, 2026. These were used to satisfy tax withholding obligations on RSUs and earned performance shares.

How many Incyte (INCY) shares does Steven H. Stein hold after these reported transactions?

Following the reported open-market sale, Steven H. Stein is shown holding 26,083 shares of Incyte common stock directly. His reported beneficial ownership also includes 19,540 shares issuable from previously reported, unvested restricted stock units and earned performance shares.

Were Steven H. Stein’s tax-related Incyte (INCY) share dispositions open-market sales?

No. The 24,918 shares with transaction code “F” were withheld automatically by Incyte to satisfy tax withholding obligations at settlement of RSUs or earned performance shares. The only discretionary market transaction disclosed is the open-market sale of 28,237 shares on July 15, 2026.

What equity awards are referenced in Steven H. Stein’s Incyte (INCY) Form 4 filing?

The filing notes that his beneficial ownership figure includes 19,540 shares of common stock issuable under previously reported restricted stock units (RSUs) and earned performance shares that have not yet vested, highlighting a significant component of compensation-based equity rather than only current, vested holdings.

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^*

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)
07/14/2026

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	07/14/2026		F		21,830(1)	D	$114.88	54,320	D
Common Stock	07/15/2026		S		28,237	D	$113.05	26,083	D
Common Stock	07/15/2026		F		3,088(1)	D	$115.09	22,995(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 shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of RSUs or earned performance shares previously reported in Table I as common stock.

2. This includes an aggregate of 19,540 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	07/16/2026
	** 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)