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Incyte Corp (NASDAQ: INCY) PAO reports 1,790 shares withheld for RSU taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

INCYTE CORP Principal Accounting Officer Tray Thomas reported two tax-withholding dispositions of common stock related to restricted stock unit settlements, totaling 1,790 shares on July 14–15, 2026. After these withholdings, Thomas holds 18,865 shares directly, including 10,236 shares issuable from unvested restricted stock units.

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Insider Tray Thomas
Role Principal Accounting Officer
Type Security Shares Price Value
Tax Withholding Common Stock 1,098 $115.09 $126K
Tax Withholding Common Stock 692 $114.88 $79K
Holdings After Transaction: Common Stock — 18,865 shares (Direct)
Footnotes (1)
  1. Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of restricted stock units previously reported in Table I as common stock. This includes an aggregate of 10,236 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.
Tax-withheld shares on July 15, 2026 1,098 shares at $115.0900 per share Shares withheld to satisfy tax obligations on RSU settlement
Tax-withheld shares on July 14, 2026 692 shares at $114.8800 per share Shares withheld to satisfy tax obligations on RSU settlement
Total tax-withholding shares 1,790 shares Combined F-code tax-withholding dispositions reported in this Form 4
Shares held after July 15, 2026 18,865 shares Direct ownership of Incyte common stock following the latest tax withholding
Shares held after July 14, 2026 19,963 shares Direct ownership of Incyte common stock immediately after the first withholding
Unvested RSU-related shares 10,236 shares Common shares issuable pursuant to previously reported restricted stock units that have not vested
restricted stock units financial
"settlement of restricted stock units previously reported in Table I as common stock"
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.
tax withholding obligations financial
"shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement"
Payment of exercise price or tax liability by delivering securities financial
"transaction code description: Payment of exercise price or tax liability by delivering securities"
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FAQ

What insider transactions did INCYTE CORP (INCY) officer Tray Thomas report?
Principal Accounting Officer Tray Thomas reported two Form 4 tax-withholding dispositions of INCYTE CORP common stock, totaling 1,790 shares on July 14 and 15, 2026, in connection with the settlement of previously granted restricted stock units.

Were Tray Thomas’s Form 4 transactions in INCYTE CORP (INCY) open-market stock sales?
No. Both transactions are coded F and described as tax-withholding dispositions, meaning shares were withheld automatically by the issuer to satisfy tax liabilities on restricted stock unit settlements rather than sold in discretionary open-market trades.

How many INCYTE CORP (INCY) shares does Tray Thomas hold after these transactions?
After the July 15, 2026 tax-withholding disposition, Tray Thomas directly holds 18,865 shares of INCYTE CORP common stock. This reported holding includes 10,236 shares of common stock issuable pursuant to previously reported restricted stock units that have not yet vested.

What was the size and pricing of each tax-withholding transaction reported by Tray Thomas in INCY?
On July 14, 2026, 692 shares were withheld at $114.8800 per share. On July 15, 2026, a further 1,098 shares were withheld at $115.0900 per share, for a combined tax-withholding total of 1,790 shares of INCYTE CORP common stock.

What does the F transaction code mean in Tray Thomas’s INCYTE CORP (INCY) Form 4?
The F transaction code reflects “Payment of exercise price or tax liability by delivering securities.” For Thomas, it indicates shares of INCYTE CORP common stock were withheld to satisfy tax withholding obligations on restricted stock unit settlements rather than being sold for investment reasons.
SEC Form 4
FORM 4UNITED 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*
Tray Thomas
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Principal Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/14/2026F692(1)D$114.8819,963D
Common Stock07/15/2026F1,098(1)D$115.0918,865(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of restricted stock units previously reported in Table I as common stock.
2. This includes an aggregate of 10,236 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.
Remarks:
/s/ Elizabeth Feeney, Attorney-In-Fact07/16/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR