[Form 4] Incyte Genomics Inc Insider Trading Activity

Rhea-AI Filing Summary

Sheila A. Denton, EVP & General Counsel of Incyte Corp (INCY), reported insider transactions dated 09/02/2025. She exercised an employee stock option to acquire 598 shares at an exercise price of $58.06 and simultaneously sold 598 shares at $84.97. The Form 4 shows beneficial ownership amounts of 33,798 and 33,200 shares following the reported transactions, and notes that 32,544 shares are issuable from previously reported restricted stock units and performance units that have not vested. The filing indicates the transaction was made pursuant to a written plan consistent with Rule 10b5-1 and was signed on 09/04/2025 by an attorney-in-fact.

Positive

• Transaction made under a 10b5-1 written plan, as indicated by the checked box, which documents pre-established trading terms
• Full disclosure of amounts and prices including exercise price ($58.06) and sale price ($84.97), enabling transparent investor review
• Explanation of unvested awards provided (32,544 shares issuable under restricted stock units and performance units), which clarifies future dilution

Negative

• Insider sale of 598 shares at $84.97 is reported, which reduces the reporting person’s liquid holdings
• Form shows sizable unvested awards (32,544 shares), representing potential dilution that investors may need to consider

Insights

Securities Analyst

TL;DR: Insider exercised options and sold the same number of shares under a 10b5-1 plan; transactions are routine and disclose holdings.

The reporting shows a simultaneous option exercise of 598 shares at $58.06 and a sale of 598 shares at $84.97 on 09/02/2025. The checkbox indicates the sale was executed pursuant to a written 10b5-1 plan, which typically limits opportunistic timing questions. Beneficial ownership after the entries is reported as 33,798 and 33,200 shares, and the footnote clarifies 32,544 shares remain issuable from unvested RSUs and performance units, which is material to total dilution and future ownership calculations.

Corporate Governance Expert

TL;DR: Disclosure is complete and includes 10b5-1 plan indication and signature by attorney-in-fact.

The Form 4 includes the required details: transaction codes, prices, amounts, and a provided explanation of unvested awards. The inclusion of a 10b5-1 plan checkbox and a dated signature by an attorney-in-fact on 09/04/2025 supports procedural compliance. The vesting schedule note for the option award clarifies exercisability and long-term alignment with company compensation practices.

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)
09/02/2025

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	09/02/2025		M		598	A	$58.06	33,798	D
Common Stock	09/02/2025		S		598	D	$84.97	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)	$58.06	09/02/2025		M			598	(2)	10/02/2033	Common Stock	598	$0	14,962	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. Beginning October 2, 2023, options become exercisable in 37 installments, with the first 25% vesting on October 2, 2024 and the remainder vesting monthly over three years.

Remarks:

	/s/ Elizabeth Feeney, Attorney-In-Fact	09/04/2025
	** 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 transactions did Sheila A. Denton report on Form 4 for INCY?

She reported exercising an employee stock option for 598 shares at $58.06 and selling 598 shares at $84.97 on 09/02/2025.

Was the sale by the Incyte insider part of a 10b5-1 trading plan?

Yes. The Form 4 includes a checked box indicating the transaction was made pursuant to a 10b5-1 written plan.

How many shares does the reporting person beneficially own after the transactions?

The filing shows beneficial ownership amounts of 33,798 and 33,200 shares following the reported transactions.

Are there unvested awards disclosed in the Form 4 for INCY?

Yes. The Form 4 states 32,544 shares are issuable pursuant to previously reported restricted stock units and earned performance units that have not vested.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Elizabeth Feeney, Attorney-In-Fact and dated 09/04/2025.