CAGNONI PABLO J 4/A

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 The Compensation Committee’s May 6 determination superseded an earlier April 15 determination.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.