Sec Form 3 Filing - Mayes Patrick A @ INCYTE CORP - 2025-07-21

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Mayes Patrick A 2. Issuer Name and Ticker or Trading Symbol INCYTE CORP [ INCY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Scientific Officer (Last) (First) (Middle) 1801 AUGUSTINE CUT-OFF 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2025 (Street) WILMINGTON, DE19803 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 67,388 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 105.43 ( 2 ) 11/06/2027 Common Stock 6,381 D Employee Stock Option (right to buy) $ 68.62 ( 2 ) 07/01/2028 Common Stock 3,148 D Employee Stock Option (right to buy) $ 72.27 ( 2 ) 01/03/2029 Common Stock 9,459 D Employee Stock Option (right to buy) $ 85.01 ( 2 ) 07/01/2029 Common Stock 1,642 D Employee Stock Option (right to buy) $ 80.5 ( 2 ) 01/16/2030 Common Stock 1,643 D Employee Stock Option (right to buy) $ 106.47 ( 2 ) 07/01/2030 Common Stock 2,292 D Employee Stock Option (right to buy) $ 90.56 ( 2 ) 01/14/2031 Common Stock 2,293 D Employee Stock Option (right to buy) $ 83.58 ( 2 ) 07/01/2031 Common Stock 2,263 D Employee Stock Option (right to buy) $ 74.78 ( 2 ) 01/18/2032 Common Stock 2,623 D Employee Stock Option (right to buy) $ 77.67 ( 3 ) 07/01/2032 Common Stock 3,055 D Employee Stock Option (right to buy) $ 83.2 ( 4 ) 01/19/2033 Common Stock 3,225 D Employee Stock Option (right to buy) $ 61.76 ( 5 ) 07/13/2033 Common Stock 3,942 D Employee Stock Option (right to buy) $ 61.18 ( 6 ) 01/17/2034 Common Stock 4,246 D Employee Stock Option (right to buy) $ 64.25 ( 7 ) 07/14/2034 Common Stock 5,222 D Employee Stock Option (right to buy) $ 71.93 ( 8 ) 01/16/2035 Common Stock 4,737 D Employee Stock Option (right to buy) $ 68.25 ( 9 ) 07/14/2035 Common Stock 5,846 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mayes Patrick A 1801 AUGUSTINE CUT-OFF WILMINGTON, DE19803 EVP & Chief Scientific Officer Signatures /s/ Elizabeth Feeney, Attorney-In-Fact 08/05/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This includes: 3,533 restricted stock units ("RSUs") granted on October 1, 2021 that will vest fully on October 1, 2025; 1,128 RSUs granted on July 2, 2022 that will fully on July 2, 2026; 3,079 RSUs granted on January 20, 2023 that will vest fully on January 20, 2027; 2,820 RSUs granted on July 14, 2023 that will vest 1,140 on July 14, 2026 and July 14, 2027; 5,253 RSUs granted on July 15, 2024 that will vest 1,751 on July 15, 2026, July 15, 2027 and July 15, 2028; 39,783 RSUs granted on June 6, 2025 that will vest fully on June 6, 2028; and 7,795 RSUs granted on July 15, 2025 that will vest 25% annually over four years. ( 2 )As of July 21st, 2025, the award is fully vested and exercisable ( 3 )Options granted on July 2, 2022 and will vest monthly through July 2, 2026 ( 4 )Options granted on January 20, 2023 and will vest monthly through July 2, 2026 ( 5 )Options granted on July 14, 2023 and will vest monthly through July 14, 2027 ( 6 )Options granted on January 18, 2024 and will vest monthly through July 14, 2027 ( 7 )Options granted on July 15, 2024 and will vest monthly through July 15, 2028 ( 8 )Options granted on January 17, 2025 and will vest monthly through July 15, 2028 ( 9 )Options granted on July 15, 2025 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.