Item 5. Other Information
Item 5. Other Information
(c) During the three months ended September 30, 2024, the following director and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) of our Company adopted a prearranged trading plan relating to our common stock and intended to satisfy the affirmative defense of Rule 10b5–1(c) under the Securities Exchange Act of 1934:
Paul J. Clancy , a member of our Board of Directors , adopted a trading plan on August 20, 2024 providing for the sale of up to an aggregate of 45,000 shares of our common stock until August 20, 2025 .
Steven Stein , our Executive Vice President and Chief Medical Officer , adopted a trading plan on August 29, 2024 providing for the sale of up to an aggregate of 29,745 shares of our common stock until August 29, 2025 .
Vijay Iyengar , our Executive Vice President, Global Medical Affairs, Product, and Partnership Strategy , adopted a trading plan on August 29, 2024 providing for the sale of up to an aggregate of 77,316 shares of our common stock until August 29, 2025 .
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Thomas Tray , our Vice President, Chief Accounting Officer , adopted a trading plan on September 13, 2024 providing for the sale of up to an aggregate of 1,300 shares of our common stock until September 15, 2025 .
During the three months ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) of our Company adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities, whether or not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), other than as set forth above.
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Item 6. Exhibits
Exhibit
Number Description of Document
10.1#* Form of U.S. Stock Option Agreement for Executive Officers under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan.
10.2#* Form of U.S. Restricted Stock Unit Award Agreement under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan.
10.3#* Form of U.S. Nonstatutory Stock Option Agreement for Executive Officers under the Incyte Corporation 2024 Inducement Stock Incentive Plan.
10.4#* Form of U.S. Restricted Stock Unit Award Agreement for Executive Officers under the Incyte Corporation 2024 Inducement Stock Incentive Plan.
31.1* Rule 13a-14(a) Certification of Chief Executive Officer .
31.2* Rule 13a-14(a) Certification of Chief Financial Officer .
32.1** Statement of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) .
32.2** Statement of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) .
101.INS* XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* XBRL Taxonomy Extension Schema Document.
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB* XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* XBRL Taxonomy Presentation Linkbase Document.
101.DEF* XBRL Taxonomy Definition Linkbase Document.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
_____________________________
* Filed herewith.
** In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
# Indicates management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INCYTE CORPORATION
Dated: October 29, 2024
By: /s/ HERVÉ HOPPENOT
Hervé Hoppenot
President, and Chief Executive Officer
(Principal Executive Officer)
Dated: October 29, 2024
By: /s/ CHRISTIANA STAMOULIS
Christiana Stamoulis
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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