8-K – 2025-10-03 – tm2527974d1_8k.htm

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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 30, 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.)

 

1801 Augustine Cut-Off
 
 

Wilmington , DE
 
19803

(Address of principal executive

offices)
 
(Zip Code)

 

( 302 ) 498-6700

(Registrant’s telephone number,

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))

 

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.  ¨

 

 

 

 

Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 30, 2025, the
Board of Directors of Incyte Corporation (the “Company”) appointed Thomas Tray, the Company’s current Vice President,
Finance and Chief Accounting Officer (principal accounting officer), to the additional position of principal financial officer, effective
as of September 16, 2025. Mr. Tray, age 48, joined the Company in June 2005 as Manager, External Reporting, and has held roles of increasing
responsibility, most recently prior to his current role as Vice President and Controller. Mr. 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 are no arrangements
or understandings between Mr. Tray and 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.

 

 

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 3, 2025
 
 

 
 
 

 
INCYTE CORPORATION

 
 
 

 
By:
/s/ Sheila A. Denton

 
 
Sheila A. Denton

 
 
Executive Vice President and General Counsel