INCYTE CORP — Director's Dealing 2025

Apr 3, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INCYTE CORP (INCY)
CIK: 0000879169
Period of Report: 2025-04-01

Reporting Person: Flannelly Barry P (EVP & General Manager US)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-04-01	Common Stock	A	11159	—	Acquired	44726	Direct
2025-04-01	Common Stock	A	14976	—	Acquired	59702	Direct

Footnotes

F1: Represents shares of common stock underlying performance shares earned upon the achievement of performance criteria determined to be satisfied on April 1, 2025. While Dr. Flannelly will retire from the Company on July 31, 2025, the earned shares will vest on November 30, 2025 in line with the retirement provisions of the plan. Each performance share represents the right to receive one or more shares of common stock based on, and subject to, achievement of specified Opzelura performance goals. The number of shares of common stock that the Reporting Person is entitled to receive over the three year performance period ranges from 0% to 150% of the number of performance shares awarded.

F2: Represents the shares of common stock underlying performance shares earned upon the achievement of performance criteria determined to be satisfied on April 1, 2025. The earned shares will vest on the third anniversary of the July 2, 2022 grant date, subject to the Reporting Persons continued service with the Issuer. Each performance share represents the right to receive one or more shares of common stock based on, and subject to, specified development, revenue and market-based (relative total shareholder returns compared to the Nasdaq Biotechnology Index) performance goals determined by the Issuers Compensation Committee in January 2022 as set forth in the Performance Share Award Agreement. The number of shares of common stock that the Reporting Person is entitled to receive over the three year performance period ranges from 0% to 150% of the number of performance shares awarded.

F3: This includes an aggregate of 59,689 shares of common stock issuable pursuant to previously reported RSUs and earned performance shares that have not vested.