Gardner David H 4

4 · INCYTE CORP · Filed Jul 20, 2026

AI-generated summary of this filing

Updated Jul 20, 2026

Incyte EVP David Gardner Receives Stock Awards

What Happened

David H. Gardner, EVP & Chief Strategy Officer of Incyte Corp (INCY), was granted equity awards on July 16, 2026. The Form 4 reports: 7,395 restricted stock units (RSUs) granted at $0, 18,487 performance share units granted at $0 (derivative), and 31,923 option-type units granted at $0 (derivative). These were awards (transaction code A), not open‑market purchases or sales.

Key Details

Transaction date: July 16, 2026; Form 4 filed July 20, 2026 (timely under Section 16 rules).
Grant amounts: 7,395 RSUs; 18,487 performance share units; 31,923 option/derivative units — total 57,805 units.
Price: $0.00 per unit (awarded grants; no cash paid).
Shares owned after transaction: not specified in the summary data provided on this report.
Footnotes of note:
- RSUs vest 25% annually over four years and settle one‑for‑one for common stock (F1).
- The reported performance share award can deliver 0–200% of each underlying share based on relative total shareholder return (TSR) over a three‑year performance period starting Jan 1, 2026; earned shares vest on the third anniversary subject to continued service (F3).
- The option/derivative award vests in 37 installments: 25% after one year, remainder monthly over three years (F4).
- One footnote (F2) indicates, including this grant, an aggregate of 16,824 shares remain issuable under previously reported unvested RSUs.

Context

These are standard long‑term incentive awards paid by the company (not purchases or sales) intended to align executive pay with company performance and retention. Performance shares depend on relative TSR and may pay out between 0% and 200% of the target.
Awards reported at $0 simply reflect grant accounting on the Form 4; they carry future vesting/exercise conditions and are not immediately liquid cash or stock.

Form 4

Period: 2026-07-16

EVP, Chief Strategy Officer

Transactions

Award
Common Stock
[F1][F2]
2026-07-16+7,395→ 16,824 total
Award
Performance Shares
[F3]
2026-07-16+18,487→ 18,487 total
Exp: 2029-07-16→ Common Stock (18,487 underlying)
Award
Employee Stock Option (right to buy)
[F4]
2026-07-16+31,923→ 31,923 total
Exercise: $116.65Exp: 2036-07-15→ Common Stock (31,923 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]Including the July 16, 2026 grant, this includes an aggregate of 16,824 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.
[F3]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.
[F4]The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years. Remarks:

Signature

/s/ Elizabeth Feeney, Attorney-In-Fact|2026-07-20

3 files