INCYTE CORP·4

Jul 2, 4:31 PM ET

BAKER BROS. ADVISORS LP 4

4 · INCYTE CORP · Filed Jul 2, 2026

Research Summary

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Incyte (INCY) Director Julian C. Baker Receives 400-Share Award

What Happened

  • Julian C. Baker (Incyte director; managing member of Baker Bros. Advisors GP) was issued a 400-share award (reported as RSUs/grant) on 2026-06-30. The grant is shown at $0.00 per share on the Form 4 because it was issued as director compensation in lieu of the quarterly cash retainer ($40,500 per footnote F1). The shares are fully vested.

Key Details

  • Transaction date and type: 2026-06-30 — Grant/Award (A) of 400 shares reported (two identical entries reflect reporting across related funds; F8 clarifies this is a single 400 RSU grant reported for each fund).
  • Reported price/value: $0.00 per share on form; footnote F1 states the grant replaced $40,500 in director retainer fees (implied value).
  • Shares owned after transaction: the filing does not list a single consolidated post-transaction total for Baker Bros. Advisors LP; see footnotes for indirect holdings and allocations (multiple footnotes describe indirect pecuniary interests and prior holdings).
  • Notable footnotes: shares issued pursuant to the Issuer’s 2010 Stock Incentive Plan and fully vested (F1, F8); the Adviser (Baker Bros. Advisors LP) has voting/dispositive authority over securities held for the funds (F3, F7); various footnotes disclaim direct beneficial ownership by certain reporting persons except to the extent of pecuniary interest (F4, F6, F12).
  • Timeliness: filing shows transaction date 2026-06-30 and accession 2026-07-02; no late-filing indication provided on the form.

Context

  • This was a director-compensation award (RSUs issued in lieu of cash retainer), not an open-market buy or sell — such grants are routine compensation and don't necessarily signal manager trading intent.
  • The Form 4 was filed by Baker Bros. Advisors LP (a 10% owner) and includes disclosures about indirect interests and fund-level ownership; the mechanics reflect institutional reporting and internal allocation rules rather than a personal cash purchase.

Insider Transaction Report

Form 4
Period: 2026-06-30
BAKER BROS. ADVISORS LP
Director10% Owner
Transactions
  • Award

    Common Stock

    [F1][F2][F3][F4][F5][F6][F7][F8]
    2026-06-30+4002,835,081 total(indirect: See Footnotes)
  • Award

    Common Stock

    [F1][F3][F4][F5][F6][F7][F8][F9]
    2026-06-30+40028,205,760 total(indirect: See Footnotes)
Holdings
  • Common Stock

    [F10]
    278,773
  • Common Stock

    [F11]
    281,190
  • Common Stock

    [F12]
    (indirect: See Footnotes)
    33,410
Footnotes (12)
  • [F1]Includes 400 shares of common stock ("Common Stock") of Incyte Corporation (the "Issuer") issued to Julian C. Baker pursuant to the Issuer's Amended and Restated 2010 Stock Incentive Plan (the "Stock Incentive Plan") in lieu of quarterly director retainer fees of $40,500. The shares of Common Stock are fully vested. Julian C. Baker serves on the Issuer's board of directors (the "Board") as a representative of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons.
  • [F10]Common Stock directly held by Julian C. Baker, a managing member of the Adviser GP.
  • [F11]Common Stock directly held by Felix J. Baker, a managing member of the Adviser GP.
  • [F12]Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 33,410 shares of Common Stock directly held by FBB Associates. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
  • [F2]After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
  • [F3]Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds.
  • [F4]Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
  • [F5]Includes beneficial ownership of 15,105 shares of Common Stock previously issued to Julian C. Baker pursuant to the Stock Incentive Plan in lieu of director retainer fees, 14,722 shares of Common Stock received previously from vested restricted stock units payable solely in Common Stock (each an "RSU"), 1,642 shares of Common Stock underlying unvested RSUs and 245,000 shares of Common Stock received previously from the exercise of 245,000 non-qualified stock options exercisable solely into Common Stock ("Stock Options") that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the Funds are deemed to own a portion.
  • [F6]Pursuant to the policies of the Adviser, Julian C. Baker does not have a right to any of the Issuer's securities issued as compensation for his service on the Board, and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in such securities. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock, Stock Options, Common Stock issued upon exercise of Stock Options, RSUs and Common Stock received upon vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such Board service.
  • [F7]Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Common Stock received in lieu of director retainer fees, Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs.
  • [F8]The acquisitions of RSUs reported on this form represent a single grant of 400 RSUs on Table I. The 400 RSUs are reported for each of the Funds as each has an indirect pecuniary interest in such securities.
  • [F9]After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

Documents

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