Incyte EVP executes option exercise-and-sell under 10b5-1 plan

Rhea-AI Filing Summary

Sheila A. Denton, EVP & General Counsel of Incyte Corp. (INCY), reported insider option activity under a written trading plan. The report shows Denton exercised 277 employee stock options with a $64.25 exercise price and simultaneously sold 277 shares at $86.81, leaving her beneficial ownership around 33,200 shares when including unvested restricted stock and performance units. The filing indicates an affirmative-defense trading plan consistent with Rule 10b5-1 and discloses remaining employee option holdings that become exercisable/vest under previously reported schedules.

Insights

Financial Analyst

TL;DR: Routine insider option exercise and sale under a 10b5-1 plan; small net change in beneficial ownership.

The transaction reflects an executive exercising 277 options at a $64.25 strike and selling the same number of shares at $86.81, a simple exercise-and-sell that realized the spread. Beneficial ownership after the trades is reported at ~33,200 shares, which includes a material amount (32,544 shares) of unvested restricted stock units and performance units. On its face this is routine compensation-related activity rather than a strategic corporate event; it does not alter the company capital structure materially.

Corporate Governance Expert

TL;DR: Disclosure follows Section 16 and notes a 10b5-1 trading plan; no governance red flags apparent from the filing.

The form is filed by the reporting person through an attorney-in-fact and explicitly checks that the trade was made pursuant to a written plan intended to satisfy Rule 10b5-1(c). The filing also explains the composition of shares that remain subject to vesting and the installment vesting schedule for earlier option grants. There are no indications of undisclosed related-party transactions or departures from standard Section 16 reporting practices.

Insider Trade Summary

Net Seller: 277 shares ($24,046)

Net Sell 3 txns

Insider Denton Sheila A.

Role EVP & General Counsel

Sold 277 shs ($24K)

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	277	$0.00	--
Exercise	Common Stock	277	$64.25	$18K
Sale	Common Stock	277	$86.81	$24K

Holdings After Transaction: Employee Stock Option (right to buy) — 9,716 shares (Direct); Common Stock — 33,477 shares (Direct)

Footnotes (1)

1. This includes an aggregate of 32,544 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance units that have not vested. The July 15, 2024 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.

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Form 4 Insider Transactions: What Each Field Means →

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).

X

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^*

Denton Sheila A.

(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 & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M		277	A	$64.25	33,477	D
Common Stock	08/15/2025		S		277	D	$86.81	33,200(1)	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
Employee Stock Option (right to buy)	$64.25	08/15/2025		M			277	(2)	07/14/2034	Common Stock	277	$0	9,716	D

Explanation of Responses:

1. This includes an aggregate of 32,544 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance units that have not vested.

2. The July 15, 2024 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	08/19/2025
	** 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.
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.

FAQ

What did INCY insider Sheila Denton do according to the Form 4?

The filing shows she exercised 277 employee stock options at $64.25 and sold 277 shares at $86.81 under a trading plan.

How many shares does Sheila Denton beneficially own after the reported transactions?

The report shows approximately 33,200 shares beneficially owned following the transactions, which includes unvested units.

Does the Form 4 indicate the trades were pre-planned?

Yes, the filer checked the box indicating the transaction was made pursuant to a written 10b5-1 trading plan.

How many shares are included as unvested restricted stock or performance units?

The filing states an aggregate of 32,544 shares are issuable pursuant to previously reported restricted stock units and earned performance units that have not vested.

Are there remaining options or derivatives after the reported exercise?

The filing discloses remaining employee stock option holdings and states the exercised options had an installment vesting schedule; 9,716 derivative securities are reported as beneficially owned following the transactions.