Upadhyay Suketu 4

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.