David H. Gardner - Sep 22, 2025 Form 4 Insider Report for INCYTE CORP (INCY)

Role: EVP, Chief Strategy Officer
Signature: /s/ Elizabeth Feeney, Attorney-In-Fact
Stock symbol: INCY
Transactions as of: Sep 22, 2025
Transactions value $: $0
Form type: 4
Date filed: 9/24/2025, 04:35 PM
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Gardner David H	EVP, Chief Strategy Officer	1801 AUGUSTINE CUT-OFF, WILMINGTON	/s/ Elizabeth Feeney, Attorney-In-Fact	2025-09-24	0002085970

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INCY	Common Stock	Award	$0	+9.43K		$0.00	9.43K	Sep 22, 2025	Direct	F1, F2

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	Performance Shares	Award	$0	+23.6K		$0.00	23.6K	Sep 22, 2025	Common Stock	23.6K		Direct	F3
transaction	INCY	Employee Stock Option (right to buy)	Award	$0	+42.9K		$0.00	42.9K	Sep 22, 2025	Common Stock	42.9K	$84.73	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	Includes the September 22, 2025 aggregate grant of 9,429 shares of common stock.
F3	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.
F4	The September 22, 2025 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.