CAGNONI PABLO J 4

What Happened Pablo J. Cagnoni, President of R&D at Incyte Corporation, exercised stock option/derivative awards and immediately sold the resulting shares. On Feb 19, 2026 he exercised 13,093 options at $61.76 (cost ~$808,624) and 5,575 options at $61.18 (cost ~$341,079) to acquire a total of 18,668 shares. The same day he sold those 18,668 shares in the open market at $100.91 each, generating proceeds of approximately $1,883,788. The filing also reports the derivative instruments were terminated (listed as dispositions at $0), which is the paperwork entry tied to the option exercises.

Key Details

• Transaction date: Feb 19, 2026 (Form 4 filed Feb 23, 2026; filing is within the standard 2-business-day window).
• Exercises: 13,093 shares @ $61.76 = $808,624 and 5,575 shares @ $61.18 = $341,079 (total exercise cost ≈ $1,149,703).
• Sale: 18,668 shares sold @ $100.91 = $1,883,788 (open market sale).
• Post-transaction holdings: The filing notes an aggregate of 229,661 shares issuable under previously reported unvested restricted stock units and performance stock units (Footnote F1); the filing extract provided does not state total beneficially owned common shares after the transactions.
• Footnotes: F1 notes 229,661 shares issuable from unvested RSUs/PSUs; F2 and F3 describe multi‑installment vesting schedules for previously granted options.
• Filing timeliness: Filed Feb 23, 2026 for Feb 19 transactions — within the 2-business-day SEC deadline.

Context

• This sequence (exercise then immediate sale) is commonly a cashless exercise/net sale: the insider converts options to shares and sells those shares, often to cover option costs and taxes or to monetize gains. The derivative dispositions at $0 reflect termination of the option instruments on exercise (accounting/reporting detail), not a separate cashless transfer. This is an executive transaction, not an institutional 10% owner filing.