INCYTE CORP·4/A

May 20, 4:01 PM ET

CAGNONI PABLO J 4/A

4/A · INCYTE CORP · Filed May 20, 2026

Research Summary

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Incyte (INCY) R&D Head Pablo Cagnoni Receives 31,517-Share Award

What Happened
Pablo J. Cagnoni, President and Global Head of R&D at Incyte Corporation (INCY), was awarded 31,517 performance shares that were certified as earned on May 6, 2026. The award is reported as an acquisition (A) at $0.00 per share (no immediate cash payment). The earned performance shares will vest on the third anniversary of the July 14, 2023 grant date (July 14, 2026), subject to Cagnoni’s continued service.

Key Details

  • Transaction date: May 6, 2026; Filing (amendment) date: May 20, 2026. The Form 4/A amends a prior Form 4 filed April 17, 2026 to reflect the Compensation Committee’s May 6 determination.
  • Price: $0.00 per share (performance shares certified, not an open-market purchase). Total reported shares certified: 31,517.
  • Shares/awards outstanding after transaction (unvested): The filing notes an aggregate of 261,178 shares issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.
  • Notable footnotes: The performance shares represent rights to receive common stock based on specified development, revenue and relative total shareholder return goals set in January 2023; payout can range from 0% to 150% of the award. The Compensation Committee’s May 6 determination superseded an earlier April 15 determination.
  • Timeliness: This is an amended Form 4; the certification occurred May 6 and the amendment was filed May 20. Retail investors should note the amendment and filing dates when assessing timeliness.

Context
Performance-share certifications are a form of long-term, performance-based compensation rather than an immediate purchase or sale of stock. They create the potential for future share issuance if vesting and performance conditions are met; they do not produce immediate proceeds or sales that signal near-term liquidity decisions.

Insider Transaction Report

Form 4/AAmended
Period: 2026-05-06
CAGNONI PABLO J
President, Global Head of R&D
Transactions
  • Award

    Common Stock

    [F1][F2][F3]
    2026-05-06+31,517266,317 total
Footnotes (3)
  • [F1]Represents the shares of common stock underlying performance shares earned upon the achievement of performance criteria determined to be satisfied on May 6, 2026. The earned shares will vest on the third anniversary of the July 14, 2023 grant date, subject to the Reporting Person's continued service with the Issuer. Each performance share represents the right to receive one or more shares of common stock based on, and subject to, specified development, revenue and market-based (relative total shareholder returns compared to the Nasdaq Biotechnology Index) performance goals determined by the Issuer's Compensation Committee in January 2023 as set forth in the Performance Share Award Agreement. The number of shares of common stock that the Reporting Person is entitled to receive over the three-year performance period ranges from 0% to 150% of the number of performance shares awarded.
  • [F2]This Form 4/A amends the original Form 4, filed on April 17, 2026, to reflect the Compensation Committee's determination on May 6, 2026 relating to the achievement of the performance criteria, which superseded the Compensation Committee's initial determination on April 15, 2026.
  • [F3]Including this certification of performance shares, this includes an aggregate of 261,178 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.
Signature
/s/ Elizabeth Feeney, Attorney-In-Fact|2026-05-20

Documents

3 files