Baker Bros. funds exercise Incyte (NASDAQ: INCY) director stock options
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
INCYTE CORP insiders linked to Baker Bros. reported routine equity compensation activity. Entities associated with 667, L.P. and Baker Brothers Life Sciences LP exercised in total 30,000 non-qualified stock options at an exercise price of $84.53 per share, receiving the same number of Incyte common shares.
The options were originally granted to director Julian C. Baker for board service, but under advisory policies he has no direct pecuniary interest in these awards or the shares issued. The related funds and their affiliates instead hold indirect proportionate pecuniary interests, while Baker Bros. Advisors LP has voting and dispositive power over these securities.
After these exercises, the funds report indirect holdings of 28,203,718 and 2,833,039 Incyte shares, alongside direct holdings of 281,190 and 278,773 shares by Julian and Felix Baker and 33,410 shares held by FBB Associates. No open-market purchases or sales are disclosed in this filing.
Positive
- None.
Negative
- None.
Insider Trade Summary
30,000 shares exercised/converted
Mixed
7 txns
Insider
BAKER BROS. ADVISORS LP, 667, L.P., Baker Bros. Advisors (GP) LLC, Baker Brothers Life Sciences LP, BAKER FELIX, BAKER JULIAN
Role
null | null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Non-Qualified Stock Options | 15,000 | $0.00 | -- |
| Exercise | Non-Qualified Stock Options | 15,000 | $0.00 | -- |
| Exercise | Common Stock | 15,000 | $84.53 | $1.27M |
| Exercise | Common Stock | 15,000 | $84.53 | $1.27M |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Non-Qualified Stock Options — 0 shares (Indirect, See Footnotes);
Common Stock — 2,833,039 shares (Indirect, See Footnotes);
Common Stock — 278,773 shares (Direct, null)
Footnotes (1)
- Common Stock ("Common Stock") of Incyte Corporation (the "Issuer") received upon exercise of 15,000 non-qualified stock options to purchase Common Stock ("Stock Options") that were issued to Julian C. Baker in his capacity as a director of the Issuer. Julian C. Baker, pursuant to the policies of the Adviser, does not have any right to the pecuniary interest in the Stock Options issued for his service on the board of directors of the Issuer (the "Board") or the Common Stock received upon exercise of such Stock Options. Each of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons owns an indirect proportionate pecuniary interest in the Common Stock received upon exercise of the Stock Options issued in connection with Julian C. Baker's service on the Board less the exercise cost of those Stock Options. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in securities reported in column 5 of Table I and in column 9 of Table II directly held by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Includes beneficial ownership of 15,105 shares of Common Stock previously issued to Julian C. Baker pursuant to the Stock Incentive Plan in lieu of director retainer fees, 12,204 shares of Common Stock received previously from vested restricted stock units payable solely in Common Stock (each an "RSU"), 2,518 shares of Common Stock underlying unvested RSUs and 230,000 shares of Common Stock received previously from the exercise of 230,000 Stock Options that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the Funds are deemed to own a portion. Pursuant to the policies of the Adviser, Julian C. Baker does not have a right to any of the Issuer's securities issued as compensation for his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in such securities. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock, Stock Options, Common Stock issued upon exercise of Stock Options, RSUs and Common Stock received upon vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such Board service. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Common Stock received in lieu of director retainer fees, Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in securities reported in column 5 of Table I and in column 9 of Table II held directly by or held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. Common Stock directly held by Julian C. Baker, a managing member of the Adviser GP. Common Stock directly held by Felix J. Baker, a managing member of the Adviser GP. Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 33,410 shares of Common Stock directly held by FBB Associates. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Key Figures
Options exercised (block 1): 15,000 shares
Options exercised (block 2): 15,000 shares
Exercise price: $84.53 per share
+5 more
8 metrics
Options exercised (block 1)
15,000 shares
Non-qualified stock options into common stock at $84.53 on 2026-05-08
Options exercised (block 2)
15,000 shares
Non-qualified stock options into common stock at $84.53 on 2026-05-08
Exercise price
$84.53 per share
Conversion price for non-qualified stock options
Indirect holdings (fund 1)
28,203,718 shares
Common stock indirectly held after transactions
Indirect holdings (fund 2)
2,833,039 shares
Common stock indirectly held after transactions
Julian Baker direct holdings
281,190 shares
Common stock directly held after transactions
Felix Baker direct holdings
278,773 shares
Common stock directly held after transactions
FBB Associates holdings
33,410 shares
Common stock directly held; indirect pecuniary interest to Bakers
Key Terms
non-qualified stock options, indirect pecuniary interest, restricted stock units, Stock Incentive Plan, +1 more
5 terms
non-qualified stock options financial
"Common Stock received upon exercise of 15,000 non-qualified stock options to purchase Common Stock"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
indirect pecuniary interest financial
"each may be deemed to have an indirect pecuniary interest in securities reported"
restricted stock units financial
"shares of Common Stock received previously from vested restricted stock units payable solely in 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.
Stock Incentive Plan financial
"shares of Common Stock previously issued to Julian C. Baker pursuant to the Stock Incentive Plan"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
voting and dispositive power financial
"the Adviser has voting and dispositive power over the Common Stock received in lieu of director retainer fees"
FAQ
What insider transactions did Baker Bros. report for INCYTE (INCY)?
Baker Bros.-related entities exercised 30,000 non-qualified stock options in INCYTE, at an exercise price of $84.53 per share, receiving 30,000 common shares. These options were compensation for director Julian C. Baker’s board service, held for the benefit of affiliated funds.
What is Julian C. Baker’s economic interest in the INCYTE (INCY) option awards?
Under adviser policies, Julian C. Baker has no direct pecuniary interest in the stock options or INCYTE shares issued as board compensation. Instead, funds such as 667, L.P. and Baker Brothers Life Sciences LP hold indirect proportionate pecuniary interests in those securities.
What happened to the INCYTE (INCY) options after exercise in this Form 4?
The Form 4 shows two blocks of 15,000 non-qualified stock options each being exercised into INCYTE common stock. After exercise, the option positions drop to zero, and the underlying 30,000 common shares are added to the indirect holdings of the related funds.