=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-07-16
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: INCYTE CORP (INCY)
CIK: 0000879169
--- Reporting Owner ---
Name: Stein Steven H
CIK: 0001673776
Role: Officer (CMO & Head of Late-Stage Dev.)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-07-16 | Code: S (Open market sale)
Shares: -1,877 | Price: $114.73
Total Value: $215,348.21
Shares Owned After: 21,118 | Ownership: D (Direct)
[Transaction #2]
Security: Common Stock
Date: 2026-07-16 | Code: A (Grant or award)
Shares: +9,798 | Price: $0.00
Shares Owned After: 30,916 | Ownership: D (Direct)
Footnotes:
[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] Including the July 16, 2026 grant, this includes an aggregate of 29,338 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance stock units that have not vested.
--- Derivative Transactions ---
[Transaction #1]
Security: Performance Shares
Date: 2026-07-16 | Code: A (Grant or award)
Shares: +24,496 | Price: $0.00
Exercisable: N/A | Expires: 2029-07-16
Shares Owned After: 24,496 | Ownership: D (Direct)
Footnotes:
[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, 2026 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.
[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, 2026 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.
[Transaction #2]
Security: Employee Stock Option (right to buy)
Date: 2026-07-16 | Code: A (Grant or award)
Shares: +42,298 | Price: $0.00
Exercisable: N/A | Expires: 2036-07-15
Shares Owned After: 42,298 | Ownership: D (Direct)
Footnotes:
[F4] The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.
Remarks:
--- Footnotes (Complete Index) ---
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: Including the July 16, 2026 grant, this includes an aggregate of 29,338 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance stock units that have not vested.
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, 2026 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 July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.
Remarks:
--- Signature ---
/s/ /s/ Elizabeth Feeney, Attorney-In-Fact (2026-07-20)
