Gardner David H 4

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.