SEC Form 4 · accession 0002079962-26-000011
INCYTE CORP · INCY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick A Mayes
Officer — EVP & Chief Scientific Officer
Period of report
Jul 16, 2026
Accepted (ET)
Jul 20, 2026 · 4:10 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000879169
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 16, 2026 | A | 5,916 | $0.00 | A | 63,628 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF3 | — | Jul 16, 2026 | A | 14,790 | A | — | Jul 16, 2029 | Common Stock | 14,790 | 14,790 | D |
| Employee Stock Option (right to buy)F4 | $116.65 | Jul 16, 2026 | A | 25,538 | A | — | Jul 15, 2036 | Common Stock | 25,538 | 25,538 | D |
Explanation of responses
- F1Represents 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.
- F2Including the July 16, 2026 grant, this includes an aggregate of 74,327 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.
- F3Each 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.
- F4The 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: