[Form 4] Incyte Genomics Inc Insider Trading Activity

Rhea-AI Filing Summary

Incyte Corp granted long‑term equity awards to its Executive Vice President of Human Resources consisting of 6,506 restricted stock units that vest 25% annually, 16,265 performance shares, and 29,230 stock options

Positive

• Mix of award types (RSUs, performance shares, options) aligns executive pay with retention and multi‑year shareholder performance
• Performance shares tied to relative TSR align incentives with peer‑relative shareholder outcomes and can strengthen long‑term focus
• Vesting schedules (annual RSU vesting and multi‑year option schedule) support retention through continued service

Negative

• Potential dilution if performance shares are earned and options are exercised (total possible shares are material in aggregate)
• Options exercisable at $84.76 create upside transfer to holder if stock rises significantly, which could be dilutive to existing shareholders

Insights

Financial Analyst

TL;DR: Executive equity grants signal retention focus with modest near‑term dilution but tie pay to multi‑year performance.

The package combines time‑based RSUs, performance‑based shares tied to relative TSR, and long‑dated options, aligning compensation with shareholder returns and long‑term service. The option strike of $84.76 creates upside only if stock exceeds that level before expiration, while performance shares can deliver up to 2x per share if relative TSR targets are met. Aggregate share counts (6,506 RSUs, 16,265 performance shares potential, 29,230 options) imply future dilution if fully settled or exercised, but typical vesting schedules and performance hurdles limit immediate share overhang. Overall, the grants are customary for senior HR leadership and primarily aim to retain and incentivize long‑term performance.

Corporate Governance Expert

TL;DR: Grants follow common governance practices: mix of time, performance, and option awards with service‑based vesting.

The awards include clear service and performance conditions: RSUs vest 25% annually, performance shares depend on relative TSR over three years, and options vest in staged installments. Performance metrics tied to peer TSR align executive outcomes with shareholder value creation, which is governance‑positive when peer group and measurement details are disclosed elsewhere. The multi‑year vesting helps retention but increases potential dilution if performance hurdles are achieved and options are exercised. No governance red flags are evident from the disclosed terms alone.

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
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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^*

Basi Ramitpal K

(Last) (First) (Middle)

1801 AUGUSTINE CUT-OFF

(Street)

WILMINGTON DE 19803

(City) (State) (Zip)

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)
	EVP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/25/2025		A		6,506(1)	A	$0	6,506(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
Performance Shares	(3)	08/25/2025		A		16,265		(3)	08/25/2028	Common Stock	16,265	$0	16,265	D
Employee Stock Option (right to buy)	$84.76	08/25/2025		A		29,230		(4)	08/24/2035	Common Stock	29,230	$0	29,230	D

Explanation of Responses:

1. Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.

2. Includes the August 25, 2025 aggregate grant of 6,506 shares of common stock.

3. Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ("TSR") over a three-year performance period beginning on January 1, 2025 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer.

4. The August 25, 2025 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	08/27/2025
	** 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.
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FAQ

What equity awards did the Incyte (INCY) executive receive?

The executive received 6,506 RSUs, 16,265 performance shares (each convertible up to 2x), and 29,230 stock options with an $84.76 exercise price.

How do the performance shares for INCY work?

Performance shares are earned based on Incyte's relative total shareholder return (TSR) versus a fixed peer group over a three‑year performance period and, if earned, vest at the end of that period.

When do the RSUs and options vest?

RSUs vest 25% annually over four years. Options vest in 37 installments with the first 25% after one year and the remainder monthly over three years.

What is the potential dilution from these awards?

If fully settled and exercised, the awards could add 6,506 shares (RSUs), up to 32,530 shares from performance shares (200% of 16,265), and 29,230 shares from options, representing potential aggregate dilution relative to current outstanding shares.

Do the awards require continued service to vest?

Yes. RSUs vest over service time and performance shares vest at the end of the performance period subject to continued service.