Sheila A. Denton - Jul 15, 2025 Form 4 Insider Report for INCYTE CORP (INCY)

Role
EVP & General Counsel
Signature
/s/ Elizabeth Feeney, Attorney-In-Fact
Stock symbol
INCY
Transactions as of
Jul 15, 2025
Transactions value $
-$120,324
Form type
4
Date filed
7/17/2025, 04:04 PM
Previous filing
Jul 7, 2025
Next filing
Aug 6, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Denton Sheila A. EVP & General Counsel 1801 AUGUSTINE CUT-OFF, WILMINGTON /s/ Elizabeth Feeney, Attorney-In-Fact 2025-07-17 0001995298

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INCY Common Stock Options Exercise $214K +3.33K +12.56% $64.25 29.8K Jul 15, 2025 Direct
transaction INCY Common Stock Sale -$233K -3.33K -11.16% $69.86 26.5K Jul 15, 2025 Direct
transaction INCY Common Stock Tax liability -$48K -703 -2.65% $68.25 25.8K Jul 15, 2025 Direct F1
transaction INCY Common Stock Award $0 +8.18K +31.72% $0.00 34K Jul 15, 2025 Direct F2
transaction INCY Common Stock Sale -$53.7K -785 -2.31% $68.36 33.2K Jul 16, 2025 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction INCY Employee Stock Option (right to buy) Options Exercise $0 -3.33K -24.99% $0.00 9.99K Jul 15, 2025 Common Stock 3.33K $64.25 Direct F4
transaction INCY Performance Shares Award $0 +20.5K $0.00 20.5K Jul 15, 2025 Common Stock 20.5K Direct F5
transaction INCY Employee Stock Option (right to buy) Award $0 +18.4K $0.00 18.4K Jul 15, 2025 Common Stock 18.4K $68.25 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
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.
F2 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.
F3 Including the July 15, 2025 grant, 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.
F4 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.
F5 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.
F6 The July 15, 2025 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.