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Item 5. Other Information

2026-04-28 compared with 2025-10-28 · 36 added, 32 removed, 27 unchanged (72% of the section changed)

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;

• 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 .

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.

(a) On April 28, 2026, the Company announced that it has appointed Suketu Upadhyay as Executive Vice President and Chief Financial Officer of the Company, effective as of May 4, 2026.

Upadhyay, age 57, previously served as Chief Financial Officer and Executive Vice President, Finance, Operations & Supply Chain of Zimmer Biomet, a medical device company.

He was appointed to this role in August 2023, having first joined Zimmer Biomet in 2019 as Executive Vice President and Chief Financial Officer.

Prior to joining Zimmer Biomet, Mr.

Upadhyay served as Senior Vice President, Global Financial Operations at Bristol Myers Squibb (“BMS”) from November 2016 until June 2019, where he was responsible for strategic and operational initiatives across BMS’s supply chain, commercial operations, R&D and business development.

Prior to that, he served as Executive Vice President and Chief Financial Officer of Endo International and as an executive in various global finance and strategy leadership roles at BD (Becton, Dickinson and Company), including Interim Chief Financial Officer, Chief Accounting Officer and CFO of International.

In addition, Mr.

Upadhyay has also held several global finance and strategy roles at AstraZeneca and Johnson & Johnson, including R&D, supply chain, commercial operations and business development.

Upadhyay spent the early part of his career in public accounting with KPMG, earning his CPA and CMA designations.

He currently serves as a member of the board of directors for Vertex Pharmaceuticals, a publicly traded company, as well as CSC (Corporate Services Company), a privately held business solutions company.

Upadhyay holds a Bachelor of Science in Finance from Albright College and an M.B.A.

from The Fuqua School of Business at Duke University.

Upadhyay’s employment will be on an at-will basis.

As Executive Vice President and Chief Financial Officer of the Company, Mr.

Upadhyay will receive a base salary of $850,000 and will have a target cash bonus opportunity under the Company’s annual incentive compensation plan equal to 60% of his base salary.

Upon commencement of employment, Mr.

Upadhyay will receive (i) a $500,000 signing bonus, (ii) a performance share award for a target number of shares of the Company’s common stock calculated by dividing $1,250,000 by the average closing price of the common stock for the thirty trading days ending on and including the trading day immediately preceding the date of grant (the “Grant Date Average Price”) (and rounding down to the nearest whole share), which cliff vests on the third anniversary of the grant date, will be subject to the same terms as those performance awards issued to the Company’s other executive officers in mid-July 2025 in connection with the Company’s annual equity award grants, and can be earned at 0-200% of target based on the Company’s relative total share return (“TSR”) performance over a three-year performance period beginning on January 1, 2025 as compared to the TSR of companies in the same fixed peer group that was used for the Company’s July 2025 annual performance share awards to its other executive officers, (iii) a stock option award to acquire the number of shares of the Company’s common stock calculated by dividing $1,250,000 by the Black Scholes value of such option determined based on the Grant Date Average Price (and rounding down to the nearest whole share) and, consistent with the Company’s stock option awards to its executive officers, with a term of ten years and becoming exercisable as to one-fourth of the shares on the first anniversary of the date of grant, with the remaining shares vesting ratably each month thereafter over the following three years, with vesting subject to acceleration under certain circumstances relating to a change in control of the Company, and (iv) a grant of restricted stock units (“RSUs”) to acquire the number of shares of the Company’s common stock calculated by dividing $2,500,000 by the Grant Date Average Price (and rounding down to the nearest whole share), which RSUs will vest in equal installments on each of the first four anniversaries of the grant date, with vesting subject to acceleration under certain circumstances relating to a change in control of the Company.

Upon employment, in accordance with the Company’s customary practice, Mr.

Upadhyay will enter into an employment agreement on the same form as the Company’s employment agreements with its other Executive Vice Presidents.

Upadhyay’s employment agreement will provide for certain payments and benefits in the event of termination of employment with the Company in connection with a change in control of the Company.

A description of the Company’s employment agreements with its Executive Vice Presidents is set forth in the Company’s proxy statement on Schedule 14A for its annual meeting of stockholders held on June 10, 2025 under the caption “Executive Compensation—Termination of Employment and Change-in-Control Arrangements—Agreements with Other Named Executive Officers” and is incorporated herein by reference.

In accordance with the Company’s customary practice, the Company and Mr.

Upadhyay will also enter into an indemnity agreement, which requires the Company to indemnify Mr.

Upadhyay against certain liabilities that may arise in connection with his status or service as an officer.

The foregoing descriptions are respectively qualified in their entirety by the full text of the form of employment agreement, which has been filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 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), and the form of indemnity agreement, which has been filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No.

There are no arrangements or understandings between Mr.

Upadhyay and any other persons pursuant to which he was selected as Executive Vice President and Chief Financial Officer.

Upadhyay has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

(c) During the three months ended March 31, 2026, 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:

Paul Clancy , a director , adopted a trading plan on February 12, 2026 providing for the sale of up to an aggregate of 15,000 shares of our common stock until February 12, 2027 .

Thomas Tray , our Vice President, Chief Accounting Officer , adopted a trading plan on February 24, 2026 providing for the sale of up to an aggregate of 4,690 shares of our common stock until February 24, 2027 .

Steven Stein , our Chief Medical Officer and Head of Late-Stage Development , adopted a trading plan on March 16, 2026 providing for the sale of up to an aggregate of 207,534 shares of our common stock until March 17, 2027 .

During the three months ended March 31, 2026, 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.

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 .

16 unchanged sentences

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.

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

October 28, 2025

April 28, 2026

/s/ WILLIAM J.

President, and Chief Executive Officer

Chief Executive Officer

(Principal Executive Officer)

October 28, 2025

April 28, 2026

/s/ THOMAS TRAY

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information