INCYTE (INCY) accounting chief has 477 RSU shares withheld for taxes

Rhea-AI Filing Summary

INCYTE CORP Principal Accounting Officer Tray Thomas had 477 shares of common stock withheld on a recent restricted stock unit settlement. These shares were automatically retained by the company to cover tax withholding obligations, not sold on the open market. After this tax-withholding disposition, Thomas directly holds 20,655 shares, including 14,128 shares tied to unvested restricted stock units.

Insights

Equity compensation analyst

Routine tax withholding on RSU vesting, not an open-market sale.

The transaction shows Tray Thomas, Principal Accounting Officer of INCYTE CORP, had 477 common shares withheld at $116.86 per share to satisfy tax obligations on previously granted restricted stock units. This is coded as a tax-withholding disposition, not a discretionary trade.

Following the withholding, Thomas directly holds 20,655 shares, which the footnote states includes 14,128 shares issuable from unvested restricted stock units. This pattern is typical for equity compensation and does not by itself signal a change in sentiment, especially with substantial equity exposure remaining.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Tray Thomas

Role Principal Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	477	$116.86	$56K

Holdings After Transaction: Common Stock — 20,655 shares (Direct, null)

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 14,128 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Key Figures

Shares withheld for taxes: 477 shares Per-share value: $116.86 per share Shares held after transaction: 20,655 shares +1 more

4 metrics

Shares withheld for taxes 477 shares Tax-withholding disposition on RSU settlement

Per-share value $116.86 per share Value used for 477 withheld shares

Shares held after transaction 20,655 shares Direct holdings following withholding

Unvested RSU-linked shares 14,128 shares Shares issuable from unvested RSUs included in total

Key Terms

restricted stock units, tax withholding obligations, tax-withholding disposition, common stock issuable

4 terms

restricted stock units financial

"tax withholding obligations due at settlement of restricted stock units previously reported"

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"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

common stock issuable financial

"includes an aggregate of 14,128 shares of common stock issuable"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/07/2026 - 04:10 PM Accepted by SEC EDGAR 07/07/2026 - 04:09 PM Learn about SEC filing dates

FAQ

What did INCYTE CORP officer Tray Thomas do in this Form 4 filing for INCY?

Tray Thomas had 477 shares of INCYTE CORP common stock withheld to cover tax obligations on restricted stock unit settlement. This was an automatic tax-withholding transaction, not an open-market purchase or sale of INCY shares, and is common in equity compensation programs.

Was the INCYTE CORP Form 4 transaction by Tray Thomas a sale of INCY stock?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 477 shares were automatically withheld by INCYTE CORP to satisfy tax obligations when restricted stock units settled, a standard administrative step for equity awards rather than a discretionary trading decision.

How many INCYTE CORP shares does Tray Thomas hold after this Form 4 transaction?

After the tax-withholding transaction, Tray Thomas directly holds 20,655 shares of INCYTE CORP common stock. According to a footnote, this total includes 14,128 shares issuable from previously reported restricted stock units that have not yet vested, indicating a significant remaining equity position.

What price per share is reported in Tray Thomas’s INCYTE CORP Form 4 transaction?

The Form 4 reports a value of $116.86 per share for the 477 shares withheld. This figure is used to calculate the value of the stock applied to tax obligations at settlement of the restricted stock units and does not represent an open-market trade price.

What do the restricted stock unit footnotes mean in INCYTE CORP’s Form 4 for Tray Thomas?

The footnotes explain that 477 shares were withheld automatically to satisfy tax withholding obligations on RSUs and that 14,128 shares are still issuable from unvested RSUs. This clarifies the transaction is administrative and that a large portion of Thomas’s equity awards remains outstanding.

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^*

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Principal Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026

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	07/02/2026		F		477(1)	D	$116.86	20,655(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 restricted stock units previously reported in Table I as common stock.

2. This includes an aggregate of 14,128 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	07/07/2026
	** 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)