Incyte PAO withholds 897 shares for taxes at $68.17 – Form 4

Form 4 filing overview: On 07/02/2025, Incyte Corp. (INCY) Principal Accounting Officer Tray Thomas satisfied tax-withholding obligations related to previously granted restricted stock units (RSUs).

Rhea-AI Filing Summary

Form 4 filing overview: On 07/02/2025, Incyte Corp. (INCY) Principal Accounting Officer Tray Thomas satisfied tax-withholding obligations related to previously granted restricted stock units (RSUs).

• Transaction code F denotes shares withheld by the issuer for taxes—not an open-market sale.
• Shares withheld: 897 common shares at an implied price of $68.17.
• Post-transaction holdings: 21,106 common shares, of which 13,456 are unvested RSUs.

No derivative securities were exercised or disposed of. The filing represents an administrative, non-discretionary transaction and does not signal a change in the executive’s investment thesis or company fundamentals.

Positive

• Officer retains 21,106 shares, maintaining meaningful equity alignment with shareholders

Negative

• 897 shares disposed (withheld for taxes) could be misinterpreted as insider selling, albeit immaterial

Insights

Securities Analyst

TL;DR Routine RSU tax-withholding; negligible market impact, insider maintains sizeable stake.

The F-code event is mechanically triggered when RSUs vest and does not reflect discretionary selling pressure. At only 897 shares (≈$61k), the transaction is immaterial relative to Incyte’s average daily volume and the officer’s remaining 21k-share position. Investors should treat the filing as neutral; no insight into operational performance or strategic direction is provided.

Insider Trade Summary

Exercise Price or Tax Liability: 897 shares

Exercise Price or Tax Liability 1 txn

Insider Tray Thomas

Role Principal Accounting Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	897	$68.17	$61K

Holdings After Transaction: Common Stock — 21,106 shares (Direct)

Footnotes (2)

1. F1. 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. F2. This includes an aggregate of 13,456 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Incyte (INCY) report in the latest Form 4?

A tax-withholding transaction where 897 shares were withheld from Principal Accounting Officer Tray Thomas at $68.17.

What does transaction code F mean in Form 4 filings?

Code F indicates shares withheld by the issuer to cover tax liabilities upon vesting of equity awards rather than a discretionary sale.

How many Incyte shares does Tray Thomas now own?

After the transaction, he beneficially owns 21,106 shares, including 13,456 unvested RSUs.

Was this an open-market sale by the executive?

No. The shares were automatically withheld for taxes; no open-market selling occurred.

Does this Form 4 signal a change in insider sentiment at Incyte?

The filing is routine and administrative; it offers no material indication of changing insider sentiment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/07/2025 - 04:48 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
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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^*

Tray Thomas

(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)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

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	07/02/2025		F		897(1)	D	$68.17	21,106(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 13,456 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	07/07/2025
	** 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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