Incyte Corporation

11/10/2026 | Press release | Distributed by Public on 11/10/2026 15:08

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Stein Steven H
2. Issuer Name and Ticker or Trading Symbol
INCYTE CORP [INCY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CMO & Head of Late-Stage Dev.
(Last) (First) (Middle)
1801 AUGUSTINE CUT-OFF
3. Date of Earliest Transaction (Month/Day/Year)
11/06/2026
(Street)
WILMINGTON, DE 19803
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/06/2026 M 8,539 A $68.62 39,455 D
Common Stock 11/06/2026 M 12,335 A $72.27 51,790 D
Common Stock 11/06/2026 M 16,428 A $80.5 68,218 D
Common Stock 11/06/2026 M 15,054 A $74.78 83,272 D
Common Stock 11/06/2026 M 23,526 A $77.67 106,798 D
Common Stock 11/06/2026 M 18,331 A $61.76 125,129 D
Common Stock 11/06/2026 M 19,749 A $61.18 144,878 D
Common Stock 11/06/2026 M 12,305 A $64.25 157,183 D
Common Stock 11/06/2026 M 6,907 A $68.25 164,090 D
Common Stock 11/06/2026 M 16,428 A $85.01 180,518 D
Common Stock 11/06/2026 M 12,743 A $90.56 193,261 D
Common Stock 11/06/2026 M 15,054 A $83.58 208,315 D
Common Stock 11/06/2026 M 24,838 A $83.2 233,153 D
Common Stock 11/06/2026 M 879 A $113.64 234,032 D
Common Stock 11/06/2026 M 17,986 A $113.64 252,018 D
Common Stock 11/06/2026 M 19,091 A $113.64 271,109 D
Common Stock 11/06/2026 S 35,042 D $116.0632(1) 236,067 D
Common Stock 11/06/2026 S 22,336 D $117.145(2) 213,731 D
Common Stock 11/06/2026 S 60,270 D $118.2729(3) 153,461 D
Common Stock 11/06/2026 S 73,969 D $119.1176(4) 79,492 D
Common Stock 11/06/2026 S 48,576 D $119.6639(5) 30,916(6) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $68.62 11/06/2026 M 8,539 (7) 07/01/2028 Common Stock 8,539 $ 0 1 D
Employee Stock Option (right to buy) $72.27 11/06/2026 M 12,335 (8) 01/03/2029 Common Stock 12,335 $ 0 0 D
Employee Stock Option (right to buy) $80.5 11/06/2026 M 16,428 (9) 01/16/2030 Common Stock 16,428 $ 0 0 D
Employee Stock Option (right to buy) $74.78 11/06/2026 M 15,054 (10) 01/18/2032 Common Stock 15,054 $ 0 0 D
Employee Stock Option (right to buy) $77.67 11/06/2026 M 23,526 (11) 07/01/2032 Common Stock 23,526 $ 0 2,139 D
Employee Stock Option (right to buy) $61.76 11/06/2026 M 18,331 (12) 07/13/2033 Common Stock 18,331 $ 0 10,054 D
Employee Stock Option (right to buy) $61.18 11/06/2026 M 19,749 (13) 01/17/2034 Common Stock 19,749 $ 0 10,831 D
Employee Stock Option (right to buy) $64.25 11/06/2026 M 12,305 (14) 07/14/2034 Common Stock 12,305 $ 0 18,783 D
Employee Stock Option (right to buy) $68.25 11/06/2026 M 6,907 (15) 07/14/2035 Common Stock 6,907 $ 0 20,722 D
Employee Stock Option (right to buy) $85.01 11/06/2026 M 16,428 (16) 07/01/2029 Common Stock 16,428 $ 0 0 D
Employee Stock Option (right to buy) $90.56 11/06/2026 M 12,743 (17) 01/14/2031 Common Stock 12,743 $ 0 0 D
Employee Stock Option (right to buy) $83.58 11/06/2026 M 15,054 (18) 07/01/2031 Common Stock 15,054 $ 0 0 D
Employee Stock Option (right to buy) $83.2 11/06/2026 M 24,838 (19) 01/19/2033 Common Stock 24,838 $ 0 2,258 D
Incentive Stock Option (right to buy) $113.64 11/06/2026 M 879 (20) 01/16/2027 Common Stock 879 $ 0 0 D
Non-Qualified Stock Option (right to buy) $113.64 11/06/2026 M 17,986 (20) 01/16/2027 Common Stock 17,986 $ 0 0 D
Non-Qualified Stock Option (right to buy) $113.64 11/06/2026 M 19,091 (21) 01/16/2027 Common Stock 19,091 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stein Steven H
1801 AUGUSTINE CUT-OFF
WILMINGTON, DE 19803
CMO & Head of Late-Stage Dev.

Signatures

/s/ Elizabeth Feeney, Attorney-In-Fact 11/10/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.56 to $116.55 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.64 to $117.63 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.64 to $118.635 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.64 to $119.63 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.65 to $119.79 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(6) 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.
(7) Beginning July 2, 2018, options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.
(8) Beginning January 4, 2019, options become exercisable in 37 installments, with the first 25.00% vesting on July 2, 2019 and the remainder vesting monthly over three years.
(9) Beginning January 17, 2020, options become exercisable in 37 installments, with the first 25.00% vesting on July 2, 2020 and the remainder vesting monthly over three years.
(10) Beginning January 19, 2022, options become exercisable in 37 installments, with the first 25.00% vesting on July 2, 2022 and the remainder vesting monthly over three years.
(11) Beginning July 2, 2022, options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.
(12) The July 14, 2023 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.
(13) Beginning January 18, 2024, options become exercisable in 37 installments, with the first 25% vesting on July 14, 2024 and the remainder vesting monthly over three years.
(14) 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.
(15) 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.
(16) Beginning July 2, 2019, options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.
(17) Beginning January 15, 2021, options become exercisable in 37 installments, with the first 25.00% vesting on July 2, 2021 and the remainder vesting monthly over three years.
(18) Beginning July 2, 2021, options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.
(19) Beginning January 20, 2023, options become exercisable in 37 installments, with the first 25% vesting on July 2, 2023 and the remainder vesting monthly over three years.
(20) Beginning January 17, 2017, options become exercisable in full on January 17, 2021.
(21) Beginning January 17, 2017, options become exercisable in 37 installments, with the first 25.00% vesting on July 15, 2017 and the remainder vesting monthly over three years.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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