---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-060207"
form_type: "8-K"
ticker: "INCY"
cik: "0000879169"
company_name: "INCYTE CORP"
filed_at: "2024-05-13T23:59:59+00:00"
generated_at: "2026-06-02T03:03:41.665235+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Incyte commences $1.672B Dutch auction tender offer, agrees to buy $328M from Baker Entities

## Summary
- Incyte commences modified Dutch auction tender offer to repurchase up to $1.672 billion of common stock at $52-$60 per share.
- Incyte enters stock purchase agreement with Baker Entities (own ~16.4% of shares) to buy up to $328 million at same price to maintain their ownership.
- Total repurchase up to $2.0 billion, representing ~14.8%-17.1% of outstanding shares as of May 9, 2024.
- Tender offer expires June 10, 2024; Baker Entities purchase expected 11 business days after offer completion.
- Baker Entities include Julian C. Baker (board member) and entities advised by Baker Bros. Advisors LP.

## SEC filing metadata
- accession: 0001104659-24-060207
- form_type: 8-K
- ticker: INCY
- cik: 0000879169
- company_name: INCYTE CORP
- filed_at: 2024-05-13T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/879169/000110465924060207/0001104659-24-060207-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/879169/000110465924060207/tm2413972d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-060207
- JSON: https://secwatch.observer/filing/0001104659-24-060207.json
- Plain text: https://secwatch.observer/filing/0001104659-24-060207.txt

## Key facts
- Material Agreements
  INCYTE CORP entered into Purchase Agreement with Baker Entities (including Julian C. Baker, Felix J. Baker, and affiliates) valued at approximately $328.0 million (effective 2024-05-12).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Baker Entities (including Julian C. Baker, Felix J. Baker, and affiliates)
  - Value: approximately $328.0 million
  - Effective: 2024-05-12
  source text: On May 12, 2024, Incyte Corporation (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) with Julian C. Baker, a member of the Company’s board of directors, Felix J. Baker, and entities affiliated with Julian C. and Felix J. Baker, including funds advised by Baker Bros. Advisors LP (collectively, the “Baker Entities”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/879169/000110465924060207/0001104659-24-060207-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.