INCYTE CORP 10-Q

Item 5. Other Information (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. 75 Table of Contents Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. 33-68138)). 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. Mr. 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. 76 Table of Contents (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. 77 Table of Contents Item 6. Exhibits Exhibit Number Description of Document 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. 78 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: April 28, 2026 By: /s/ WILLIAM J. MEURY William J. Meury Chief Executive Officer (Principal Executive Officer) Dated: April 28, 2026 By: /s/ THOMAS TRAY Thomas Tray Vice President and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) 79