8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):

January 10, 2022

INCYTE CORPORATION

(Exact name of registrant as specified in its charter)

(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):

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

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 January 10, 2022, Paul Trower notified Incyte Corporation (the “Company”) of his intention to retire as Division Vice President, Finance and Principal Accounting Officer of the Company effective March 11, 2022. Effective March 11, 2022, the board of directors of the Company appointed Thomas Tray, age 44, as the Company’s Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer).  Mr. Tray joined the Company in June 2005 as Manager, External Reporting, and has held roles of increasing responsibility, most recently as Vice President and Controller.  Mr. Tray began his career in the audit practice of PricewaterhouseCoopers LLP where he held several positions of increasing responsibility from August 1999 through May 2005.  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 selected as Principal Accounting 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.

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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.

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