UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~ 30October 28, 2025

INCYTE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-3136539 (I.R.S. Employer Identification No.)


Delaware	001-12400	94-3136539
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1801 Augustine Cut-Off
1801 Augustine Cut-OffWilmington, DE		19803
Wilmington, DE	19803
(Address of principal executive offices)		(Zip Code)
(Address of principal executive offices)	(Zip Code)

(302) 498-6700

(Registrant’s telephone number, ~~including area code)~~

including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $.001 par value per share	INCY	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–—2 of the Securities Exchange Act of 1934 (§ 240.12b–—2 of this chapter).

Emerging growth company ¨ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨o

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~September 30~~October 28, 2025, ~~the Board of Directors of~~ Incyte Corporation ~~(the~~issued ~~“Company”)~~a ~~appointed~~press ~~Thomas~~release ~~Tray,~~announcing ~~the~~financial ~~Company’s~~results ~~current~~for ~~Vice~~its ~~President, Finance~~third ~~and~~fiscal ~~Chief~~quarter ~~Accounting~~ended ~~Officer (principal accounting officer), to the additional position of principal financial officer, effective as of~~ September 16 30, 2025. ~~Mr.~~The ~~Tray,~~full ~~age~~text ~~48,~~of ~~joined~~ the ~~Company~~press inrelease ~~June~~is ~~2005~~furnished as ~~Manager,~~Exhibit ~~External Reporting, and has held roles of increasing responsibility, most recently prior to his current role as Vice President and Controller~~99. Mr1. ~~Tray received his B.S. in Accounting from Mount Saint Mary’s University and has an Executive MBA in Pharmaceutical Marketing from Saint Joseph’s University.~~

~~There~~Item ~~are no arrangements or understandings between Mr~~9.01 ~~Tray~~Financial ~~and~~Statements ~~any other persons pursuant to which he was appointed as principal financial officer. Mr. Tray 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~~Exhibits.

~~SIGNATURE~~(d)Exhibits.

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 hereunto duly authorized.


Exhibits						Description
99.1						Press release issued by Incyte Corporation dated October 28 , 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Date: October 3, 2025
	INCYTE CORPORATION
	By:	/s/ Sheila A. Denton
		Sheila A. Denton
		Executive Vice President and General Counsel

SIGNATURE

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 hereunto duly authorized.


Date: October 28, 2025
	INCYTE CORPORATION

	By:	/s/ THOMAS TRAY
		Thomas Tray
		Vice President and Chief Accounting Officer
		(Principal Financial Officer and Principal Accounting Officer)

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