INCYTE (INCY) director Paul J. Clancy receives 252-share fully vested stock grant

Rhea-AI Filing Summary

Clancy Paul J reported acquisition or exercise transactions in this Form 4 filing.

INCYTE CORP director Paul J. Clancy received 252 shares of common stock as a grant under the company’s Amended and Restated 2010 Stock Incentive Plan. The award was issued in lieu of quarterly director retainer fees pursuant to an election intended to comply with Rule 10b5-1, and the restricted shares are fully vested.

Following this grant, Clancy directly holds 25,635 shares of common stock, which includes 1,642 shares underlying previously reported restricted stock units that have not yet vested. This filing reflects routine equity compensation rather than an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Clancy Paul J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	252	$113.36	$29K

Holdings After Transaction: Common Stock — 25,635 shares (Direct, null)

Footnotes (1)

1. Restricted shares issued to the Reporting Person under the Issuer's Amended and Restated 2010 Stock Incentive Plan in lieu of quarterly director retainer fees pursuant to an election by the Reporting Person intended to comply with Rule 10b5-1. Restricted shares are fully vested. Including this grant, this includes an aggregate of 1,642 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Key Figures

Shares granted: 252 shares Grant price per share: $113.36 per share Total shares after transaction: 25,635 shares +1 more

4 metrics

Shares granted 252 shares Restricted shares issued in lieu of quarterly director retainer fees

Grant price per share $113.36 per share Reported transaction price for the 252-share director grant

Total shares after transaction 25,635 shares Director’s direct common stock holdings following the grant

Unvested RSUs included 1,642 shares Common stock issuable from previously reported restricted stock units not yet vested

Key Terms

Restricted shares, Amended and Restated 2010 Stock Incentive Plan, Rule 10b5-1, restricted stock units

4 terms

Restricted shares financial

"Restricted shares issued to the Reporting Person under the Issuer's Amended and Restated 2010 Stock Incentive Plan"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Amended and Restated 2010 Stock Incentive Plan financial

"Restricted shares issued to the Reporting Person under the Issuer's Amended and Restated 2010 Stock Incentive Plan"

Rule 10b5-1 regulatory

"pursuant to an election by the Reporting Person intended to comply with Rule 10b5-1"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

restricted stock units financial

"includes an aggregate of 1,642 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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:09 PM Accepted by SEC EDGAR 07/02/2026 - 04:08 PM Learn about SEC filing dates

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^*

Clancy Paul J

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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(1)	06/30/2026		A		252	A	$113.36	25,635(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. Restricted shares issued to the Reporting Person under the Issuer's Amended and Restated 2010 Stock Incentive Plan in lieu of quarterly director retainer fees pursuant to an election by the Reporting Person intended to comply with Rule 10b5-1. Restricted shares are fully vested.

2. Including this grant, this includes an aggregate of 1,642 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	07/02/2026
	** 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)

FAQ

What did INCYTE CORP (INCY) director Paul J. Clancy report in this Form 4?

Paul J. Clancy reported receiving 252 shares of INCYTE CORP common stock as a fully vested equity grant. The shares were issued under the company’s 2010 Stock Incentive Plan in lieu of quarterly director cash retainer fees, reflecting routine director compensation.

Was the INCYTE CORP Form 4 transaction an open-market buy or sell?

The Form 4 shows a grant-type acquisition, not an open-market trade. The 252 shares were issued as compensation under the stock incentive plan, replacing cash director retainer fees, and therefore do not represent a discretionary market purchase or sale by the director.

How many INCYTE CORP shares does Paul J. Clancy hold after this Form 4 transaction?

After receiving the 252-share grant, Paul J. Clancy directly holds 25,635 shares of INCYTE CORP common stock. This total includes 1,642 shares issuable from previously reported restricted stock units that have not yet vested, as disclosed in the filing footnotes.

What role does Rule 10b5-1 play in Paul J. Clancy’s INCYTE CORP share grant?

The filing notes the grant was made pursuant to an election intended to comply with Rule 10b5-1. This indicates the choice to receive restricted shares instead of cash retainer fees was pre-arranged, helping demonstrate the election was made under a structured, preplanned framework.

Are the 252 INCYTE CORP restricted shares granted to Paul J. Clancy vested?

Yes. The footnotes state the restricted shares issued in lieu of quarterly director retainer fees are fully vested. This means Clancy has full ownership rights in these 252 shares immediately, unlike unvested restricted stock units, which vest over time.