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  4. [Form 4] INCYTE CORP Insider Trading Activity

INCYTE (NASDAQ: INCY) CEO granted 125,000 performance-based common shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Meury William reported acquisition or exercise transactions in this Form 4 filing.

INCYTE CORP Chief Executive Officer William Meury reported an equity award tied to performance shares. On April 15, 2026, 125,000 shares of common stock were earned based on performance criteria and are underlying performance shares. These earned shares are scheduled to vest on July 2, 2026, provided he continues serving the company.

The filing notes each performance share represents the right to receive up to 400% of one share of common stock, subject to pre-established performance and vesting conditions over a six-year performance period. After this award, 161,101 shares of common stock are shown as issuable under previously reported restricted stock units and earned performance shares that have not yet vested.

Positive

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Insider Meury William
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Common Stock 125,000 $0.00 --
Holdings After Transaction: Common Stock — 161,101 shares (Direct)
Footnotes (1)
  1. Represents shares of common stock underlying performance shares earned upon the achievement of performance criteria determined to be satisfied on April 15, 2026. The earned shares will vest on July 2, 2026, subject to the Reporting Person's continued service with the Issuer. Each performance share represents the right to receive up to 400% of one share of common stock. The number of shares that may be earned and vested is contingent on the achievement of pre-established performance and vesting conditions over a six-year performance period, as described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2025. Although the Issuer is obligated to issue these earned shares to the Reporting Person, these shares will settle and be delivered to the Reporting Person on June 26, 2028, the third anniversary of the commencement of his employment with the Issuer. This includes an aggregate of 161,101 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.
Performance-based shares earned 125,000 shares Common stock underlying performance shares earned on April 15, 2026
Unvested equity awards 161,101 shares Shares issuable from restricted stock units and earned performance shares not yet vested
Performance share multiplier Up to 400% of one share Each performance share can convert into up to 4 shares of common stock
Vesting date July 2, 2026 Scheduled vesting date for the earned shares, subject to continued service
Settlement date June 26, 2028 Date earned shares are scheduled to settle and be delivered
Performance period length Six-year period Pre-established performance and vesting conditions measured over six years
performance shares financial
"Represents shares of common stock underlying performance shares earned upon the achievement of performance criteria"
Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.
restricted stock units financial
"This includes an aggregate of 161,101 shares of common stock issuable pursuant to previously reported restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
six-year performance period financial
"contingent on the achievement of pre-established performance and vesting conditions over a six-year performance period"
Current Report on Form 8-K regulatory
"as described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2025"
A current report on Form 8-K is a document that publicly traded companies file to promptly share important news or events that could affect their financial position or stock price, such as major business changes or legal issues. It helps investors stay informed about timely developments, allowing them to make better decisions about buying or selling shares.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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
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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Meury William
(Last)(First)(Middle)
1801 AUGUSTINE CUT-OFF
(Street)
WILMINGTON DELAWARE 19803
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
INCYTE CORP [ INCY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)XOther (specify below)
Chief Executive OfficerPresident
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/15/2026M125,000(1)A$0161,101(2)D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares of common stock underlying performance shares earned upon the achievement of performance criteria determined to be satisfied on April 15, 2026. The earned shares will vest on July 2, 2026, subject to the Reporting Person's continued service with the Issuer. Each performance share represents the right to receive up to 400% of one share of common stock. The number of shares that may be earned and vested is contingent on the achievement of pre-established performance and vesting conditions over a six-year performance period, as described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2025. Although the Issuer is obligated to issue these earned shares to the Reporting Person, these shares will settle and be delivered to the Reporting Person on June 26, 2028, the third anniversary of the commencement of his employment with the Issuer.
2. This includes an aggregate of 161,101 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.
Remarks:
/s/ Elizabeth Feeney, Attorney-In-Fact04/17/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did INCYTE CORP (INCY) CEO William Meury report?

William Meury reported earning 125,000 shares of INCYTE common stock tied to performance shares. These shares were earned when performance criteria were determined satisfied on April 15, 2026, and represent an equity compensation event rather than an open-market stock purchase.

When will William Meury’s earned INCYTE (INCY) performance-based shares vest and be delivered?

The earned shares are scheduled to vest on July 2, 2026, if William Meury continues serving INCYTE. Although the company is obligated to issue these shares, they will settle and be delivered on June 26, 2028, the third anniversary of his employment.

How many INCYTE (INCY) shares are tied to William Meury’s unvested equity awards after this Form 4?

After this event, an aggregate of 161,101 INCYTE common shares are issuable to William Meury from previously reported restricted stock units and earned performance shares that have not yet vested, reflecting his remaining unvested equity-based compensation position.

How are INCYTE (INCY) CEO William Meury’s performance shares structured?

Each performance share represents the right to receive up to 400% of one INCYTE common share. The number of shares ultimately earned and vested depends on pre-established performance and vesting conditions measured over a six-year performance period described in a prior company Form 8-K.

Is William Meury’s INCYTE (INCY) Form 4 transaction an open-market stock purchase or sale?

The Form 4 reflects an equity award from performance shares, not an open-market trade. The 125,000 shares were earned through satisfying performance criteria, with no transaction price paid per share and future vesting and settlement conditions still applying.