INCYTE CORP — Regulatory Filings 2025

Jul 2, 2025

S-8 1 tm2519603d1_s8.htm FORM S-8

As filed with the Securities and Exchange Commission on July 2, 2025.

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INCYTE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	94-3136539
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
1801 Augustine Cut-Off Wilmington, Delaware	19803
(Address of Principal Executive Offices)	(Zip Code)

INCYTE CORPORATION 2024 INDUCEMENT STOCK INCENTIVE PLAN (Full title of the plan)

WILLIAM J. MEURY	Copy to:
President and Chief Executive Officer	STANTON D. WONG
Incyte Corporation	Pillsbury Winthrop Shaw Pittman LLP
1801 Augustine Cut-Off Wilmington, Delaware (302) 498-6700	Four Embarcadero Center, 22nd Floor San Francisco, California 94111 (415) 983-1000
(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer ” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

| Large accelerated
filer x | Accelerated filer o |
| --- | --- |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company o |
| | Emerging growth Company o |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

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Part I

INFORMATION REQUIRED PURSUANT

TO GENERAL INSTRUCTION E TO FORM S-8

General Instruction E Information

This registration statement (the “Registration Statement”) is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of Incyte Corporation (the “Registrant”) on Form S-8 relating to the same employee benefit plan is effective.

The Registrant’s Form S-8 Registration Statement filed with the Securities and Exchange Commission (the “Commission”) on February 13, 2024 (File No. 333-277043) is hereby incorporated by reference.

Part II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Commission are hereby incorporated by reference in this Registration Statement:

(1) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 ;

(2) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025;

(3) The Registrant’s Current Reports on Form 8-K filed on January 10, 2025 , May 14, 2025 , June 11, 2025 and June 27, 2025 ; and

(4) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed on January 5, 1996, including any amendments thereto or reports filed for the purposes of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) after the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. The Registrant is not, however, incorporating, in each case, any documents or information that the Registrant is deemed to furnish and not file in accordance with Commission rules.

Any statement contained in this Registration Statement or in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any subsequently filed document that is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement.

Item 8. Exhibits.

Exhibit
Number	Exhibit
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).
24.1	Power of Attorney (contained on the signature page hereto).
107	Calculation of Filing Fee Tables.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on July 2, 2025.

INCYTE CORPORATION
By	/s/ William J. Meury
	William J. Meury
	President and Chief Executive Officer
	(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William J. Meury, Christiana Stamoulis, and Sheila Denton, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or their substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/ William J. Meury	President and Chief Executive Officer (Principal Executive Officer) and Director	July 2, 2025
William J. Meury
/s/ Christiana Stamoulis	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 2, 2025
Christiana Stamoulis
/s/ Thomas R. Tray	Vice President and Chief Accounting Officer (Principal Accounting Officer)	July 2, 2025
Thomas R. Tray
/s/ Julian C. Baker	Chairman	July 2, 2025
Julian C. Baker
/s/ Jean-Jacques Bienaimé	Director	July 2, 2025
Jean-Jacques Bienaimé
/s/ Otis W. Brawley	Director	July 2, 2025
Otis W. Brawley
/s/ Paul J. Clancy	Director	July 2, 2025
Paul J. Clancy

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/s/ Jacqualyn A. Fouse	Director	July 2, 2025
Jacqualyn A. Fouse
/s/ Edmund P. Harrigan	Director	July 2, 2025
Edmund P. Harrigan
/s/ Katherine A. High	Director	July 2, 2025
Katherine A. High
/s/ Hervé Hoppenot	Director	July 2, 2025
Hervé Hoppenot
/s/ Susanne Schaffert	Director	July 2, 2025
Susanne Schaffert

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