INCYTE CORP 10-Q

Item 5. Other Information (c) During the three months ended June 30, 2026, the following 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: Pablo Cagnoni , our President and Global Head of Research and Development, adopted a trading plan on April 30, 2026 providing for the sale of up to an aggregate of 139,381 shares of our common stock until May 1, 2028 . Patrick Mayes , our Executive Vice President, Chief Scientific Officer , adopted a trading plan on April 29, 2026 providing for the sale of up to an aggregate of 52,131 shares of our common stock until April 29, 2027 . During the three months ended June 30, 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. 79 Table of Contents Item 6. Exhibits Exhibit Number Description of Document 10.1*# Offer of Employment Letter, dated March 17, 2026, from the Company to Suketu Upadhyay. 10.2# Form of Employment Agreement between the Company and Suketu Upadhyay (effective as of May 4, 2026) (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012). 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. 80 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: July 28, 2026 By: /s/ WILLIAM J. MEURY William J. Meury Chief Executive Officer (Principal Executive Officer) Dated: July 28, 2026 By: /s/ SUKETU UPADHYAY Suketu Upadhyay Executive Vice President and Chief Financial Officer (Principal Financial Officer) 81