Upadhyay Suketu 4

4 · INCYTE CORP · Filed May 6, 2026

AI-generated summary of this filing

Updated May 6, 2026

Incyte (INCY) CFO Suketu Upadhyay Receives Stock Awards

What Happened

Suketu Upadhyay, Chief Financial Officer of Incyte Corporation, received equity awards on May 4, 2026. The Form 4 shows 26,343 restricted stock units (RSUs) and two derivative awards totaling 51,600 units (38,429 and 13,171), all recorded at $0.00 since these were grants, not purchases.

Key Details

Transaction date: May 4, 2026; Form filed May 6, 2026 (timely filing).
Award totals: 26,343 RSUs + 38,429 derivative units + 13,171 derivative units = 77,943 units.
Price: $0.00 per unit (these were grants/awards, not open-market buys).
Vesting / payout mechanics (from footnotes):
- RSUs vest 25% annually over four years and will be settled one-for-one in shares. (F1)
- One award becomes exercisable in 37 installments: first 25% after one year, remainder monthly over three years. (F3)
- Performance awards can pay up to 200% per performance share based on relative TSR over a three-year period starting Jan 1, 2026; earned shares vest on the third anniversary, subject to continued service. (F4)
- Footnote F2 notes the 26,343 common-stock share component is part of the May 4 aggregate grant.
Shares owned after the transaction: not disclosed in the excerpt provided.

Context

These are company compensation awards (not purchases or sales). Grants are common part of executive pay and typically vest over time or upon performance goals, so they don't represent immediate cash proceeds or sales.
The derivative awards include time-based and performance-based components; performance shares only convert to actual shares if performance goals are met at the end of the performance period.

Form 4

Period: 2026-05-04

EVP & Chief Financial Officer

Transactions

Award
Common Stock
[F1][F2]
2026-05-04+26,343→ 26,343 total
Award
Employee Stock Option (right to buy)
[F3]
2026-05-04+38,429→ 38,429 total
Exercise: $97.14Exp: 2036-05-04→ Common Stock (38,429 underlying)
Award
Performance Shares
[F4]
2026-05-04+13,171→ 26,342 total
Exp: 2029-05-04→ Common Stock (13,171 underlying)

Footnotes (4)

[F1]Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.
[F2]Includes the May 4, 2026 aggregate grant of 26,343 shares of common stock.
[F3]The May 4, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.
[F4]Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ('TSR') over a three-year performance period beginning on January 1, 2026 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer.

Signature

/s/ Elizabeth Feeney, Attorney-In-Fact|2026-05-06

1 file