INCYTE CORP 10-Q

Item 5. Other Information (a) On October 27, 2025, the Compensation Committee (the “Committee”) of our Board of Directors adopted the Incyte Corporation Executive Severance Plan (the “Plan”). Under the Plan, participants in the Plan designated by the Committee are entitled to certain benefits in the event of certain terminations of employment not covered by the Employment Agreements between the participants and the Company that cover certain terminations of employment during the 24-month period following a Change in Control (as defined in such Employment Agreements). The Committee has designated all of the Company’s Executive Vice Presidents and the Company’s President, Research and Development as participants in the Plan. Under the Plan, if a participant’s employment is terminated by the Company without Cause (as defined in the Plan) or by a participant for Good Reason (as defined in the Plan), the benefits the Company will provide to the participant include the following: • the participant’s unpaid annual base salary through the date of termination and any accrued and unused vacation or paid time of; • the sum of the participant’s annual base salary and target bonus under the Company’s annual incentive compensation plan for the year in which the termination occurs; • the payment of COBRA premiums by the Company, or the cash equivalent thereof, for the participant and the participant’s family for up to 12 months; • basic life insurance coverage for the participant for up to 12 months; and • outplacement services for up to 12 months. Under the Plan, the payment of the cash amounts and provision of the benefits upon termination of employment are subject to the participant’s compliance with non-competition, non-solicitation and non-disparagement covenants that extend for 12 months from termination of employment, as well as confidentiality and litigation and regulatory cooperation obligations. Participants who are party to an offer letter with the Company providing for greater severance payments or benefits than those payable under the Plan will be provided such greater payments or benefits, to the extent applicable, in lieu of the corresponding amounts payable under the Plan. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q. (c) During the three months ended September 30, 2025, the following director and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”)) 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 Exchange Act: Hervé Hoppenot , a director and the Special Advisor to the Chief Executive Officer , adopted a trading plan on August 11, 2025 providing for the sale of up to an aggregate of 187,500 shares of our common stock until August 11, 2026 . Steven Stein , our Executive Vice President and Chief Medical Officer , adopted a trading plan on August 6, 2025 providing for the sale of up to an aggregate of 69,435 shares of our common stock until August 6, 2026 . Lee Heeson , our Executive Vice President and Head of Incyte International , adopted a trading plan on August 4, 2025 providing for the sale of up to an aggregate of 3,074 shares of our common stock until August 4, 2026 . Thomas Tray , our Vice President, Chief Accounting Officer , adopted a trading plan on August 22, 2025 providing for the sale of up to an aggregate of 4,143 shares of our common stock until August 24, 2026 . Patrick Mayes , our Executive Vice President, Chief Scientific Officer , adopted a trading plan on September 8, 2025 providing for the sale of up to an aggregate of 5,750 shares of our common stock until September 8, 2026 . Michael Morrissey , our Executive Vice President, Head of Global Technical Operations , adopted a trading plan on September 16, 2025 providing for the sale of up to an aggregate of 58,331 shares of our common stock until September 16, 2026 . 82 Table of Contents Mohamed Issa , our Executive Vice President, Head of US Oncology , adopted a trading plan on September 15, 2025 providing for the sale of up to an aggregate of 11,813 shares of our common stock until September 15, 2026 . During the three months ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) 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. 83 Table of Contents Item 6. Exhibits Exhibit Number Description of Document 10.1# Form of Employment Agreement between the Company and Ramitpal K. Basi effective August 25, 2025 (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012). 10.2# Form of Employment Agreement between the Company and David H. Gardner effective September 22, 2025 (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012). 10.3# Form of Employment Agreement between the Company and Patrick A. Mayes effective July 21, 2025 (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012). 10.4#* Incyte Corporation Executive Severance Plan. 31.1* Rule 13a-14(a) Certification of Chief Executive Officer . 31.2* Rule 13a-14(a) Certification of Principal 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 Principal 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. 84 Table of Contents 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 28, 2025 By: /s/ WILLIAM J. MEURY William J. Meury President, and Chief Executive Officer (Principal Executive Officer) Dated: October 28, 2025 By: /s/ THOMAS TRAY Thomas Tray Vice President and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) 85