Pablo J. Cagnoni - 14 Jul 2025 Form 4 Insider Report for INCYTE CORP (INCY)

Role: President, R&D
Signature: /s/ Elizabeth Feeney, Attorney-In-Fact
Issuer symbol: INCY
Transactions as of: 14 Jul 2025
Net transactions value: -$268,935
Form type: 4
Filing time: 16 Jul 2025, 16:05:57 UTC
Previous filing: 22 Jan 2025
Next filing: 21 Jan 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
CAGNONI PABLO J	President, R&D	1801 AUGUSTINE CUT-OFF, WILMINGTON	/s/ Elizabeth Feeney, Attorney-In-Fact	16 Jul 2025	0001205703

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INCY	Common Stock	Tax liability	$89,574	-1,280	-0.58%	$69.98	219,890	14 Jul 2025	Direct	F1
transaction	INCY	Common Stock	Tax liability	$179,361	-2,628	-1.2%	$68.25	217,262	15 Jul 2025	Direct	F1
transaction	INCY	Common Stock	Award	$0	+17,538	+8.1%	$0.000000	234,800	15 Jul 2025	Direct	F2, 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	Performance Shares	Award	$0	+43,846		$0.000000	43,846	15 Jul 2025	Common Stock	43,846		Direct	F4
transaction	INCY	Employee Stock Option (right to buy)	Award	$0	+39,471		$0.000000	39,471	15 Jul 2025	Common Stock	39,471	$68.25	Direct	F5

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

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 229,661 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance stock units that have not vested.
F4	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.
F5	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.