Incyte reports $784.8M net loss

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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The number of outstanding shares of the registrant s Common Stock, $.001 par value, was 202,697,746 203,832,492 as of July 21, October 22, 2026.

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Financial statements 155 changes

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Inventory 112,542 101,060

Inventory 345,026 342,232

Cash and cash equivalents $ 3,982,375 3,275,881 $ 3,097,817

Marketable securities available-for-sale (amortized cost $ 555,856 585,611 and $ 480,793 as of June September 30, 2026 and December 31, 2025, respectively; allowance for credit losses $ 0 as of June September 30, 2026 and December 31, 2025)

Accounts receivable 1,125,203 1,237,027 1,024,407

Inventory 134,252 101,060

Prepaid expenses and other current assets 253,087 295,517 317,831

Total current assets 6,026,572 5,521,368 5,023,902

Restricted cash 1,816 1,760 1,852

Long term equity investments 104,387 91,162 47,991

Inventory 341,584 342,232

Property and equipment, net 709,469 701,101 730,885

Finance lease right-of-use assets, net 25,559 24,690 27,520

Other intangible assets, net 103,196 103,229 117,131

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Deferred income tax asset 336,863 281,691 515,294

Other assets, net 86,759 87,672 18,166

Total assets $ 7,872,647 7,287,257 $ 6,957,973

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Accounts payable $ 250,401 $ 209,938

Accrued compensation 148,319 228,071

Other liabilities 124,515 165,270

Accounts payable $ 235,369 $ 209,938

Accrued compensation 190,994 228,071

Accrued and other current liabilities 870,306 967,418 1,031,501

Finance lease liabilities 4,259 4,128 4,516

Acquisition-related contingent consideration 38,811 39,909 41,144

Total current liabilities 1,312,096 1,437,818 1,515,170

Acquisition-related contingent consideration 63,189 52,091 79,856

Finance lease liabilities 28,420 27,634 30,199

Other liabilities 126,777 165,270

Total liabilities 1,528,220 1,644,320 1,790,495

Commitments and contingencies (Note 15) 16)

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Retained earnings 1,102,704 213,769

Common Stock, $ 0.001 par value; 400,000,000 shares authorized; 200,977,687 204,002,500 and 198,460,009 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 5,221,804 5,311,376 4,928,049

Accumulated other comprehensive income 19,718 13,456 25,462

Retained earnings 317,901 213,769

Total stockholders equity 6,344,427 5,642,937 5,167,478

Total liabilities and stockholders equity $ 7,872,647 7,287,257 $ 6,957,973

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June 30, Six Months Ended

Net sales $ 1,488,149 $ 1,059,414 $ 2,592,633 $ 1,981,688

Product royalty revenues 174,690 151,115 325,882 281,739

Milestone and contract revenues 11,200 5,000 28,200 5,000

Total revenues 1,674,039 1,215,529 2,946,715 2,268,427

September 30, Nine Months Ended

Net sales $ 1,316,413 $ 1,149,856 $ 3,909,046 $ 3,131,544

Product royalty revenues 190,991 171,124 516,873 452,863

Milestone and contract revenues 49,800 45,000 78,000 50,000

Total revenues 1,557,204 1,365,980 4,503,919 3,634,407

1 unchanged paragraph

Research and development 516,950 494,917 1,032,853 932,196

Selling, general and administrative 351,735 331,022 679,822 656,713

Cost of sales (including definite-lived intangible amortization) 104,957 78,766 209,480 151,954 108,744 99,001 318,224 250,955

Contract dispute settlement ( 242,251 ) ( 242,251 )

Research and development 1,791,656 506,584 2,824,509 1,438,780

Selling, general and administrative 364,273 329,081 1,044,095 985,794

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Total costs, expenses and other 976,141 685,215 1,947,700 1,532,945

Income from operations 697,898 530,314 999,015 735,482

Interest income 38,118 25,136 71,805 48,065

Interest expense ( 582 ) ( 594 ) ( 1,151 ) ( 1,254 )

Gain (loss) on equity investments 9,805 ( 4,151 ) 16,396 ( 5,494 )

Other, net 6,275 7,307 9,049 15,403

Income before provision for income taxes 751,514 558,012 1,095,114 792,202

Provision for income taxes 165,909 153,013 206,179 229,000

Net income $ 585,605 $ 404,999 $ 888,935 $ 563,202

Basic $ 2.92 $ 2.09 $ 4.45 $ 2.91

Diluted $ 2.81 $ 2.04 $ 4.28 $ 2.84

Basic 200,378 193,995 199,860 193,853

Diluted 208,216 198,744 207,670 198,526

Loss (gain) on change in fair value of acquisition-related contingent consideration 2,499 22,761 2,331 34,333 892 ( 12,204 ) 3,223 22,129

Total costs, expenses and other 2,265,565 922,462 4,213,265 2,455,407 (Loss) income from operations ( 708,361 ) 443,518 290,654 1,179,000

Interest income 32,174 26,781 103,979 74,846

Interest expense ( 605 ) ( 592 ) ( 1,756 ) ( 1,846 )

(Loss) gain on equity investments ( 13,225 ) 8,558 3,171 3,064

Other, net 1,169 4,043 10,218 19,446

(Loss) income before provision for income taxes ( 688,848 ) 482,308 406,266 1,274,510

Provision for income taxes 95,955 58,139 302,134 287,139

Net (loss) income $ ( 784,803 ) $ 424,169 $ 104,132 $ 987,371

Net (loss) income per share:

Basic $ ( 3.86 ) $ 2.17 $ 0.52 $ 5.08

Diluted $ ( 3.86 ) $ 2.11 $ 0.50 $ 4.95

Shares used in computing net (loss) income per share:

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and 75 more changes in the filing

Note 1: Organization and Business 1 change

Incyte Corporation (including its subsidiaries, Incyte, we, us, or our ) is a global biopharmaceutical company engaged in the discovery, development and commercialization of proprietary therapeutics. Our portfolio includes compounds in various stages, ranging from preclinical to late stage late-stage development, and commercialized products JAKAFI /JAKAFI XR TM (ruxolitinib), ICLUSIG (ponatinib), PEMAZYRE (pemigatinib), OPZELURA (ruxolitinib cream), MINJUVI (tafasitamab), MONJUVI (tafasitamab-cxix) and ZYNYZ (retifanlimab-dlwr), as well as NIKTIMVO (axatilimab-csfr), which is co-commercialized. Our operations are treated as one operating segment.

Note 2: Summary of Significant Accounting Policies 4 changes

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The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ( U.S. GAAP ) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The condensed consolidated balance sheet as of June September 30, 2026, the condensed consolidated statements of operations, comprehensive income (loss), and stockholders equity for the three and six nine months ended June September 30, 2026 and 2025, and the condensed consolidated statements of cash flows for the six nine months ended June September 30, 2026 and 2025, are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet at December 31, 2025 has been derived from our audited consolidated financial statements.

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Change in Accounting Principle

Effective July 1, 2026, we changed our inventory costing method for commercial product manufactured by third-party contract manufacturers from the specific identification method to the first-in, first-out ( FIFO ) method. Following the change, all inventories are accounted for under the FIFO method. We believe this change in accounting method is preferable as it (i) aligns accounting policies with the predominant inventory costing method used by industry peers, improving comparability for investors; (ii) is consistent with how we manage our business; and (iii) provides a single, uniform inventory costing methodology across all of our inventory. This change in accounting principle did not have a material effect on inventory or cost of sales for all periods presented; nor did it have a material impact on opening retained earnings. Therefore, prior comparative financial statements have not been restated.

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In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This amended guidance applies to all entities and serves to modernize the accounting for software costs that are accounted for under Subtopic 305-40, 350-40, Intangibles - Goodwill and Other - Internal-Use Software (referred to as internal-use software ). The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. Entities may adopt the new guidance using a prospective, modified, or retrospective transition approach. We are currently evaluating the impact ASU No. 2025-06 will have on our consolidated financial statements and related disclosures.

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Note 3: Revenues 31 changes

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June 30, Six Months Ended

September 30, Nine Months Ended

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ICLUSIG net sales 34,394 32,729 69,857 62,273

PEMAZYRE net sales 23,418 22,192 45,961 40,632

MINJUVI/MONJUVI net sales 53,686 31,131 102,913 60,682

NIKTIMVO net sales 60,309 36,154 115,397 49,767

ZYNYZ net sales 49,947 8,921 91,340 11,930

Total net sales 1,488,149 1,059,414 2,592,633 1,981,688

JAKAVI product royalty revenues 124,190 109,714 229,746 201,859

OLUMIANT product royalty revenues 38,479 33,482 74,886 64,282

TABRECTA product royalty revenues 6,691 6,632 12,673 13,045

Other product royalty revenues 5,330 1,287 8,577 2,553

Total product royalty revenues 174,690 151,115 325,882 281,739

Milestone and contract revenues 11,200 5,000 28,200 5,000

Total revenues $ 1,674,039 $ 1,215,529 $ 2,946,715 $ 2,268,427

ICLUSIG net sales 33,527 37,582 103,384 99,855

PEMAZYRE net sales 21,179 22,741 67,140 63,373

MINJUVI/MONJUVI net sales 54,630 41,990 157,543 102,672

NIKTIMVO net sales 67,368 45,830 182,765 95,597

ZYNYZ net sales 58,328 22,674 149,668 34,604

Total net sales 1,316,413 1,149,856 3,909,046 3,131,544

JAKAVI product royalty revenues 132,458 125,645 362,204 327,504

OLUMIANT product royalty revenues 39,052 37,111 113,938 101,393

TABRECTA product royalty revenues 6,833 6,513 19,506 19,558

Other product royalty revenues 12,648 1,855 21,225 4,408

Total product royalty revenues 190,991 171,124 516,873 452,863

Milestone and contract revenues 49,800 45,000 78,000 50,000

Total revenues $ 1,557,204 $ 1,365,980 $ 4,503,919 $ 3,634,407

1 Second quarter 2026 JAKAFI net sales include JAKAFI and JAKAFI XR following the launch of JAKAFI XR in the second quarter of 2026.

2 Second quarter 2026 OPZELURA net sales includes for the nine months ended September 30, 2026 include $ 246.0 million related to our agreement with CMS to resolve our litigation related to the application of Medicaid rebate rules to OPZELURA. . Refer to Note 15 16 for further information.

For further information on our revenue-generating contracts, refer to Note 7. 8.

Note 4: Fair Value of Financial Instruments 25 changes

The following is a summary of our marketable security securities portfolio for the periods presented (in thousands):

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Debt securities (government) $ 555,856 $ 266 $ ( 2,757 ) $ 553,365

Debt securities (government) $ 585,611 $ 64 $ ( 6,984 ) $ 578,691

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The table below summarizes the contractual maturities of our available-for-sale debt securities as of June September 30, 2026 (in thousands):

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Fair value of debt securities (government) $ 553,365 $ 205,695 $ 347,670

Fair value of debt securities (government) $ 578,691 $ 211,841 $ 366,850

Debt security assets were assessed for risk of expected credit losses. As of June September 30, 2026 and December 31, 2025, the available-for-sale debt securities were held in U.S.-government backed U.S. government-backed securities and in Treasury bonds and were assessed on an individual security basis to have a de minimis risk of credit loss.

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At June September 30, 2026 and December 31, 2025, our Level 2 U.S. government debt securities were valued using readily available pricing sources which utilize market observable inputs, including the current interest rate and other characteristics for similar types of investments. Our long term equity investments classified as Level 1 were valued using their respective closing stock prices on The Nasdaq Stock Market. We did not experience any transfers of financial instruments between the fair value hierarchy levels during the three and six nine months ended June September 30, 2026.

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Debt securities (government) 553,365 553,365

Total assets $ 4,046,762 $ 553,365 $ 40,000 $ 4,640,127

Cash and cash equivalents $ 3,982,375 3,275,881 $ $ $ 3,982,375 3,275,881

Debt securities (government) 578,691 578,691

Long term equity investments (Note 7) 8)

Total assets $ 3,327,043 $ 578,691 $ 40,000 $ 3,945,734

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Long term equity investments (Note 7) 8)

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Total liabilities $ $ $ 102,000 $ 102,000

Acquisition-related contingent consideration $ $ $ 102,000 92,000 $ 102,000 92,000

Total liabilities $ $ $ 92,000 $ 92,000

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Balance at June 30, $ 102,000

Contingent consideration earned during the period but not yet paid ( 10,499 10,892 )

Payments made during the period ( 10,832 21,331 )

Change in fair value of contingent consideration 2,331 3,223

Balance at September 30, $ 92,000

The initial fair value of the contingent consideration was determined on the date of acquisition, June 1, 2016, using an income approach based on projected future net sales of ICLUSIG in the European Union and other countries for the approved third line treatment over 18 years, and discounted to present value at a rate of 10 %. The fair value of the contingent consideration is remeasured each reporting period, with changes in fair value recorded in the condensed consolidated statements of operations. The valuation inputs utilized to estimate the fair value of the contingent consideration as of June September 30, 2026 and December 31, 2025 included a discount rate of 10 %, updated projections of future net sales of ICLUSIG in the European Union and other countries for the approved third line treatment, and related applicable royalty rates. The change in fair value of the contingent consideration during the three and six nine months ended June September 30, 2026 was due primarily to updated projections of future net sales of ICLUSIG, including the impacts impact from fluctuations in foreign currency exchange rates, and the passage of time.

We generally make payments to Takeda Pharmaceutical Company Limited quarterly based on the royalties earned in the previous quarter. As of June September 30, 2026 and December 31, 2025, contingent consideration earned but not yet paid was $ 10.5 10.9 million and $ 12.1 million, respectively, and was included in accrued and other current liabilities.

Note 5: Concentration of Credit Risk and Current Expected Credit Losses 14 changes

In November 2009, we entered into a Collaboration and License Agreement with Novartis Pharma AG (formerly known as Novartis Pharmaceutical International Ltd.) ( Novartis ). In December 2009, we entered into a License, Development and Commercialization Agreement with Eli Lilly and Company ( Lilly ). The above collaboration partners Novartis and Lilly comprised, in aggregate, 15 14 % and 17 % of the accounts receivable balance as of June September 30, 2026 and December 31, 2025, respectively. For further information relating to these collaboration and license agreements, refer to Note 7. 8.

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Customer A 11 % 13 % 12 % 14 %

Customer B 7 % 9 % 8 % 10 %

Customer C 20 % 20 % 21 % 20 %

Customer D 19 % 19 % 19 % 19 %

Customer F 10 % 9 % 10 % 9 %

September 30, September 30,

Customer A 10 % 14 % 11 % 13 %

Customer B 22 % 20 % 21 % 21 %

Customer C 18 % 18 % 19 % 19 %

Customer D 12 % 10 % 11 % 10 %

Customer E 12 % 11 % 11 % 10 % 10 %

We are exposed to risks associated with extending credit to customers related to the sale of products. Customers A, B, C, D, E and F E comprised, in the aggregate, 63 59 % and 54 59 % of the accounts receivable balance as of June September 30, 2026 and December 31, 2025, respectively. The concentration of credit risk relating to our other sales or accounts receivable is not significant.

We assessed our collaborative and customer receivable assets as of June September 30, 2026 according to our accounting policy for applying reserves for expected credit losses, noting minimal history of uncollectible receivables and the continued perceived creditworthiness of our third party third-party sales relationships, upon which the expected credit losses were considered de minimis. As of June September 30, 2026 and December 31, 2025, we had a de minimus minimis amount of allowance for doubtful accounts.

Note 7: Inventory 9 changes

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Raw materials $ 49,778 $ 27,860

Finished goods 70,033 71,754

Total inventory $ 457,568 $ 443,292

Raw materials $ 48,868 $ 27,860

API and work-in-process 337,757 355,581 343,678

Finished goods 71,387 71,754

Total inventory $ 475,836 $ 443,292

Inventories, stated at the lower of cost and net realizable value, consist of raw materials, active pharmaceutical ingredients ( API ), work-in-process, and finished goods, inclusive of freight and inventoriable overhead. At June September 30, 2026, $ 112.5 134.3 million of inventory was classified as current on the condensed consolidated balance sheet as we expect this inventory to be consumed for commercial use within the next twelve months. At June September 30, 2026, $ 345.0 341.6 million of inventory was classified as non-current on the condensed consolidated balance sheet as we do not expect this inventory to be consumed for commercial use within the next twelve months. We obtain some inventory components from a limited number of suppliers due to technology, availability, price, quality or other considerations. The loss of a supplier, the deterioration of our relationship with a supplier, or any unilateral violation of the contractual terms under which we are supplied components by a supplier could adversely affect our total revenues and gross margins.

We capitalize inventory after regulatory approval as the related costs are expected to be recoverable through the commercialization of the product. Costs incurred prior to regulatory approval are recorded as research and development expense in our condensed consolidated statements of operations. At June September 30, 2026, inventory with approximately $ 39.1 32.3 million of product costs incurred prior to regulatory approval had not yet been sold. We expect to sell the pre-commercialization inventory over the next 6 3 to 35 25 months and, as a result, cost of sales will reflect a lower average per unit cost of materials.

Note 8: Collaborative and Other Relationships 15 changes

In November 2009, we entered into a Collaboration and License Agreement with Novartis. Under the terms of the agreement, Novartis received exclusive development and commercialization rights outside of the United States to our JAK inhibitor ruxolitinib and certain back-up compounds for hematologic and oncology oncologic indications, including all hematological malignancies, solid tumors and myeloproliferative diseases. We retained exclusive development and commercialization rights to JAKAFI (ruxolitinib) in the United States and in certain other indications. Novartis also received worldwide exclusive development and commercialization rights to our MET inhibitor compound capmatinib and certain back-up compounds in all indications.

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We were initially eligible to receive up to $ 174.0 million for the achievement of development milestones, up to $ 495.0 million for the achievement of regulatory milestones and up to $ 500.0 million for the achievement of sales milestones. In addition, we were initially eligible to receive up to $ 75.0 million of additional potential development and regulatory milestones relating to graft-versus-host-disease ( GVHD ). Since the inception of the agreement through June September 30, 2026, we have recognized and received, in the aggregate, $ 157.0 million for the achievement of development milestones, $ 345.0 million for the achievement of regulatory milestones, and $ 200.0 million for the achievement of sales milestones.

We are obligated to pay to Novartis tiered royalties in the low single-digits on future JAKAFI net sales within the United States. On May 11, 2025, we and Novartis entered into a settlement agreement (the Settlement Agreement ) with respect to litigation initiated by Novartis relating to the duration of royalty payments owed by us to Novartis under the Collaboration and License Agreement. As of March 31, 2025, we had approximately $ 537.1 million of accrued royalties relating to the dispute with Novartis included in accrued and other current liabilities on our condensed consolidated balance sheet. Under the Settlement Agreement, we paid Novartis $ 280.0 million as the settlement of disputed royalties on net sales of JAKAFI in the United States through December 31, 2024, and agreed to reduce by 50 % the royalty rate payable by us on future net sales of JAKAFI in the United States beginning January 1, 2025 for a period defined in the Settlement Agreement. The reduced royalty paid for the quarter ended March 31, 2025, was approximately $ 14.9 million. The difference of $ 242.2 million between the total accrued royalties and the total amount paid by us to Novartis as disclosed above was recorded in Contract dispute settlement on our condensed consolidated statement of operations for three and six the nine months ended June September 30, 2025.

During the three and six nine months ended June September 30, 2026, such royalties on net sales within the United States totaled $ 20.0 20.2 million and $ 36.1 56.3 million, respectively, and were reflected in cost of sales on the condensed consolidated statements of operations. During the three and six nine months ended June September 30, 2025, such royalties on net sales within the United States totaled $ 18.7 19.3 million and $ 48.5 67.8 million, respectively, and were reflected in cost of sales on the condensed consolidated statements of operations. At June September 30, 2026 and December 31, 2025, approximately $ 20.0 20.2 million and $ 20.3 million, respectively, of accrued royalties were included in accrued and other current liabilities on the condensed consolidated balance sheets.

We also are eligible to receive tiered, double-digit royalties ranging from the upper-teens to the mid-twenties on future JAKAVI (the trade name used by Novartis for ruxolitinib sales outside of the United States) net sales outside of the United States, and tiered, worldwide royalties on TABRECTA net sales that range from 12 % to 14 %. Product royalty revenue related to Novartis net sales of JAKAVI outside of the United States for the three and six nine months ended June September 30, 2026, was $ 124.2 132.5 million and $ 229.7 362.2 million, respectively. Product royalty revenue related to Novartis net sales of JAKAVI outside of the United States for the three and six nine months ended June September 30, 2025, was $ 109.7 125.6 million and $ 201.9 327.5 million, respectively. Product royalty revenue related to Novartis net sales of TABRECTA worldwide for the three and six nine months ended June September 30, 2026, was $ 6.7 6.8 million and $ 12.7 19.5 million, respectively. Product royalty revenue related to Novartis net sales of TABRECTA worldwide for the three and six nine months ended June September 30, 2025, was $ 6.6 6.5 million and $ 13.0 19.6 million, respectively.

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Under this agreement, we were initially eligible to receive up to $ 150.0 million for the achievement of development milestones, up to $ 365.0 million for the achievement of regulatory milestones and up to $ 150.0 million for the achievement of sales milestones. In October 2025, the parties amended the agreement to enable Lilly to commercialize baricitinib for the treatment of Type 1 diabetes mellitus and to restructure the royalty obligations on net sales of baricitinib, certain developmental and regulatory milestones associated with baricitinib, and the marketing and sales support obligations of Lilly. Beginning in October 2025, we are now eligible to receive either a fixed royalty amount or tiered royalties based on defined levels of quarterly global net sales, with the tiered royalties up to a rate in the mid-teens. Since the inception of the agreement through June September 30, 2026, we recognized and received, in aggregate, $ 149.0 million for the achievement of development milestones, $ 335.0 million for the achievement of regulatory milestones, $ 50.0 million for the achievement of sales milestones, and $ 100.0 million for the functional intellectual property transfer related to Type 1 diabetes mellitus.

Product royalty revenue related to Lilly net sales of OLUMIANT outside of the United States for the three and six nine months ended June September 30, 2026 was $ 38.5 39.1 million and $ 74.9 113.9 million, respectively. Product royalty revenue related to Lilly net sales of OLUMIANT outside of the United States for the three and six nine months ended June September 30, 2025 was $ 33.5 37.1 million and $ 64.3 101.4 million, respectively.

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Since the inception of the agreement, inclusive of amendments to the agreement, through June September 30, 2026, we have paid MacroGenics developmental and regulatory milestones totaling $ 215.0 million. After these amendments and subsequent payments, MacroGenics will be eligible to receive up to an additional $ 210.0 million in future contingent development and regulatory milestones, and up to $ 330.0 million in sales milestones as well as tiered royalties ranging from 15 % to 24 % of global net sales. In June 2025, MacroGenics sold certain of its rights to such future tiered royalties on and after June 30, 2025 to Sagard Healthcare Partners (Delaware) II LP.

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Inclusive of an upfront, non-refundable payment, since the inception of the agreement through June September 30, 2026, we have made payments of $ 129.5 million to Syndax, which were previously recorded in research and development expense or in other intangible assets, as discussed above. Syndax is eligible to receive up to $ 207.5 million in future contingent development and regulatory milestones and up to $ 225.0 million in sales milestones as well as tiered royalties ranging in the mid-teens on net sales in Europe and Japan and low double digit percentage on net sales in the rest of the world outside of the United States. Syndax s right to receive royalties in any particular country will expire upon the last to occur of (a) the expiration of patent rights in that particular country, (b) a specified period of time after the first post-marketing authorization sale of a licensed product comprising axatilimab in that country, and (c) the expiration of any regulatory exclusivity for that licensed product in that country.

As of June September 30, 2026, we held an investment of approximately 1.4 million shares of Syndax common stock. The fair market value of our long term investment in Syndax as of June September 30, 2026 and December 31, 2025 was $ 31.1 26.7 million and $ 29.9 million, respectively. For the three and six nine months ended June September 30, 2026, we recorded an unrealized loss of $ 2.1 4.3 million and an unrealized gain of $ 1.2 3.1 million, respectively, based on the change in fair value of Syndax s common stock during the respective periods. For the three and six nine months ended June September 30, 2025, we recorded an unrealized loss gain of $ 4.2 8.6 million and $ 5.5 3.1 million, respectively, based on the change in fair value of Syndax s common stock during the respective periods.

Research and development expenses for the three and six nine months ended June September 30, 2026, includes $ 4.9 4.8 million and $ 10.3 15.1 million, respectively, related to our 55 % share of the co-development costs for axatilimab. Research and development expenses for the three and six nine months ended June September 30, 2025, includes $ 5.3 6.3 million and $ 10.0 16.3 million, respectively, related to our 55 % share of the co-development costs for axatilimab. At June September 30, 2026 and December 31, 2025, $ 1.4 million and $ 2.4 million, respectively, was included in accrued and other liabilities on the condensed consolidated balance sheet for amounts due to Syndax under the agreement.

In connection with the United States co-commercialization efforts, Syndax s 50 % share of profit for the three and six nine months ended June September 30, 2026 was $ 20.2 20.3 million and $ 34.6 54.9 million, respectively. Syndax s 50 % share of profit for the three and nine months ended September 30, 2025 was $ 14.3 million and $ 24.6 million, respectively, which is reflected in cost of sales on the condensed consolidated statement of operations. At June September 30, 2026 and December 31, 2025, $ 26.5 29.5 million and $ 27.6 million, respectively, was included in accrued and other liability on the consolidated balance sheet for amounts due to Syndax related to United States co-commercialization activities.

In November 2025, we entered into an exclusive purchase option agreement with Prelude Therapeutics Incorporated ( Prelude ). Under the terms of the agreement, we secured an exclusive option to acquire Prelude s mutant selective JAK2V617F JH2 inhibitor program, including Prelude s library of preclinical candidates. We paid Prelude a total of $ 60.0 million, comprised of an upfront payment of $ 35.0 million, plus a $ 25.0 million equity investment in Prelude. The $ 35.0 million upfront payment was recorded in research and development expense during the fourth quarter of 2025. We purchased 6.25 million shares of Prelude non-voting common stock at a price of $ 4.00 per share. Of this $ 25.0 million equity investment, approximately $ 17.1 million was expensed in research and development during the fourth quarter of 2025 as a premium above fair value of the stock purchase. The remaining $ 7.9 million is the initial fair value of our investment in Prelude. We are accounting for our shares held in Prelude at fair value whereby the investment is marked to market through earnings in each reporting period. Given our intent to hold the investment for the foreseeable future, we have classified the investment within long term investments on the accompanying condensed consolidated balance sheets. For the three and six nine months ended June September 30, 2026, we recorded an unrealized gain loss of $ 11.9 8.9 million and unrealized gain of $ 15.2 6.3 million, respectively based on the change in fair value of Prelude s common stock during the period. The fair market value of our total long term investment in Prelude as of June September 30, 2026 and December 31, 2025 was $ 33.3 24.4 million and $ 18.1 million, respectively.

4 unchanged paragraphs

The $ 80.0 million upfront payment was determined to be a prepayment for future research and development services and thus will be amortized over the five-year term of the agreement. Research and development expenses during the three and six nine months ended June September 30, 2026, includes $ 2.7 4.0 million and $ 6.7 million, respectively, relating to the amortization of this upfront payment. Additionally, as of June September 30, 2026, $ 16.0 million and $ 61.3 57.3 million were recorded in prepaid expenses and other current assets and other assets, net, respectively, on the condensed consolidated balance sheet relating to this upfront payment.

We purchased approximately 4.3 million shares of Genesis Series B-3 Preferred Stock for $ 40.0 million, at a price of $ 9.332 per share. As there is no readily determinable fair value for the shares we hold in Genesis, we have elected to account for our investment using the measurement alternative under ASC 321 whereby our investment is measured at cost, less any impairment, and adjusted for observable price changes in orderly transactions for identical or similar securities of Genesis. We monitor the investment for any observable price changes or impairment indicators. Any subsequent changes in fair value of our investment will be recognized within gain (loss) on equity investments on our condensed consolidated statements of operations. Given our intent to hold the investment for the foreseeable future, we have classified the investment within long term equity investments on the accompanying condensed consolidated balance sheets. For the three months ended June September 30, 2026, we did not identify any impairment or observable price changes related to our investment in Genesis.

1 unchanged paragraph

Note 9: Property and Equipment, net 11 changes

1 unchanged paragraph

Office equipment $ 25,487 $ 24,411

Computer equipment 167,619 152,156

Office equipment $ 24,820 $ 24,411

Laboratory equipment 261,337 261,132 258,003

Computer equipment 171,392 152,156

Building and leasehold improvements 606,693 598,336 610,027

Operating lease right-of-use assets 14,365 15,309 19,596

Construction in progress 26,726 33,843 30,485

Less accumulated depreciation and amortization ( 403,914 414,708 ) ( 375,066 )

Property and equipment, net $ 709,469 701,101 $ 730,885

In May 2024, we purchased additional property in Wilmington, Delaware, including land, office buildings and parking garages for a purchase price of $ 48.7 million. Subsequent to the purchase, we incurred additional construction costs of approximately $ 28.6 million through December 2025. During December 2025, the downtown Wilmington, Delaware properties met the criteria to be classified as assets held for sale. As a result of this classification, we recorded an asset impairment charge of $ 76.3 million on our consolidated statement of operations for the year ended December 31, 2025 relating to the downtown Wilmington properties in order to reflect the properties at the lower of their carrying amount or estimated fair value less cost to sell as of December 31, 2025. The estimated fair value less cost to sell of the properties was recorded within the Prepaid expenses and other current assets line item on our consolidated balance sheet as of December 31, 2025. During the three months ended March 31, first quarter of 2026, we sold these downtown properties, and recognized an additional $ 23.2 million of expenses relating to disposal costs, which are included in Asset impairment and related disposal costs in the condensed consolidated statements of operations.

Note 10: Accrued and Other Current Liabilities 10 changes

1 unchanged paragraph

Royalties $ 42,796 $ 40,678

Sales allowances 526,435 642,468

Royalties $ 45,003 $ 40,678

Clinical related costs 164,368 163,316 175,932

Sales allowances 623,940 642,468

Sales and marketing 60,341 58,892 71,248

Accrued taxes 2,239 2,876 4,755

Operating lease liabilities 5,588 5,650 5,697

Other current liabilities 68,539 67,741 90,723

Total accrued and other current liabilities $ 870,306 967,418 $ 1,031,501

Note 11: Other Comprehensive Income (Loss) 14 changes

The following tables summarize the activity related to each component of accumulated other comprehensive income (loss) during the six nine months ended June September 30, 2026 and 2025:

2 unchanged paragraphs

Other comprehensive loss before reclassifications ( 1,723 ) ( 4,485 ) ( 6,208 )

Net other comprehensive (loss) income ( 1,723 ) ( 4,485 ) 464 ( 5,744 )

Net other comprehensive income 24,505 967 1,088 26,560

Balances at June 30, 2025 $ 50,961 $ 1,313 $ ( 38,835 ) $ 13,439

Other comprehensive loss before reclassifications ( 3,780 ) ( 8,914 ) ( 12,694 )

Net amount reclassified from accumulated other comprehensive income (loss) 464 464 688 688

Net other comprehensive (loss) income ( 3,780 ) ( 8,914 ) 688 ( 12,006 )

Balances at June September 30, 2026 $ 49,710 47,653 $ ( 2,491 6,920 ) $ ( 27,501 27,277 ) $ 19,718 13,456 (Amounts presented net of taxes) Foreign Currency Translation Gains Net Unrealized Gains on Marketable Securities Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)

Balances at January 1, 2025 $ 26,456 26,457 $ 346 $ ( 39,923 39,924 ) $ ( 13,121 )

Other comprehensive income before reclassifications 24,505 967 25,472 24,661 1,342 26,003

Net amount reclassified from accumulated other comprehensive income 1,088 1,088 1,673 1,673

Net other comprehensive income 24,661 1,342 1,673 27,676

Balances at September 30, 2025 $ 51,118 $ 1,688 $ ( 38,251 ) $ 14,555

Note 12: Stock Compensation 38 changes

2 unchanged paragraphs

We recorded $ 67.3 69.8 million and $ 131.4 201.2 million of stock compensation expense on our condensed consolidated statements of operations for the three and six nine months ended June September 30, 2026, respectively. We recorded $ 64.6 61.6 million and $ 125.6 187.2 million of stock compensation expense on our condensed consolidated statements of operations for the three and six nine months ended June September 30, 2025, respectively. Stock compensation expense included within our condensed consolidated statements of operations included research and development expense of $ 38.2 43.5 million, $ 77.4 120.9 million, $ 37.7 39.7 million and $ 74.4 114.1 million for the three and six nine months ended June September 30, 2026 and 2025, respectively. Stock compensation expense included within our condensed consolidated statements of operations also included selling, general and administrative expense of $ 28.2 25.1 million, $ 52.2 77.3 million, $ 26.1 21.0 million and $ 49.5 70.5 million for the three and six nine months ended June September 30, 2026 and 2025, respectively. Stock compensation expense included within our condensed consolidated statements of operations also included cost of sales of $ 0.9 1.2 million, $ 1.8 3.0 million, $ 0.8 0.9 million and $ 1.7 2.6 million, respectively, for the three and six nine months ended June September 30, 2026 and 2025.

2 unchanged paragraphs

Average risk-free interest rates 4.18 % 3.89 % 3.85 % 4.24 % 4.01 % 4.29 % 3.79 % 4.22 %

Volatility 31 % 31 % 30 % 29 % 38 % 32 % 34 % 37 %

Weighted-average fair value (in dollars) $ 36.50 $ 25.04 $ 34.05 $ 23.35 $ 20.63 $ 12.63 $ 21.51 $ 14.49

For the Three Months Ended For the Six Nine Months Ended For the Three Months Ended For the Six Nine Months Ended

September 30, September 30,

Average risk-free interest rates 4.28 % 3.99 % 4.14 % 4.13 % 4.33 % 3.83 % 3.98 % 4.03 %

Average expected life (in years) 5.58 5.46 4.91 4.89 5.22 5.17 5.12 5.01 0.50 0.50 0.50 0.50

Volatility 30 % 29 % 30 % 29 % 34 % 32 % 33 % 35 %

Weighted-average fair value (in dollars) $ 40.64 $ 23.58 $ 38.45 $ 23.45 $ 23.45 $ 14.72 $ 22.54 $ 14.95

4 unchanged paragraphs

Options granted 421,118 $ 104.23

Options exercised ( 2,058,609 ) $ 78.41

Options cancelled ( 238,870 ) $ 92.18

Balance at June 30, 2026 8,983,500 $ 85.36

Options granted 1,267,479 $ 112.59

Options exercised ( 3,404,545 ) $ 83.34

Options cancelled ( 331,207 ) $ 88.61

Balance at September 30, 2026 8,391,588 $ 87.70

4 unchanged paragraphs

RSUs granted 372,558 $ 102.78

PSUs granted 13,171 $ 116.63

RSUs granted 2,411,809 $ 114.56

PSUs granted 282,010 $ 148.52

1 unchanged paragraph

RSUs released ( 347,182 ) $ 69.02

PSUs released ( 18,750 ) $ 82.86

RSUs cancelled ( 272,605 ) $ 67.74

PSUs cancelled ( 16,599 ) $ 84.44

Balance at June 30, 2026 9,069,230 $ 68.20

RSUs released ( 2,638,862 ) $ 67.48

PSUs released ( 301,881 ) $ 63.94

RSUs cancelled ( 471,271 ) $ 71.69

PSUs cancelled ( 24,288 ) $ 84.61

Balance at September 30, 2026 8,596,154 $ 82.49

1 unchanged paragraph

We grant PSUs with performance and/or service-based milestones with graded and/or cliff vesting over three to six years . The shares of our common stock into which each PSU may convert is subject to a multiplier based on the level at which the financial, developmental and market performance conditions are achieved over the service period. Compensation expense for PSUs with financial and developmental performance conditions is recorded over the estimated service period for each milestone when the performance conditions are deemed probable of achievement. For PSUs containing performance conditions which were not deemed probable of achievement, no stock compensation expense is recorded. Compensation expense for PSUs with market performance conditions is calculated using a Monte Carlo simulation model as of the date of grant and recorded over the requisite service period. For the three and six nine months ended June September 30, 2026, we recorded $ 8.4 6.4 million and $ 15.4 21.8 million, respectively, of stock compensation expense for PSUs on our condensed consolidated statements of operations. For the three and six nine months ended June September 30, 2025 we recorded $ 6.9 2.6 million and $ 10.0 12.6 million, respectively, of stock compensation expense for PSUs on our condensed consolidated statements of operations.

2 unchanged paragraphs

Balance at June 30, 2026 8,715,218

Options, RSUs and PSUs granted and issuance of shares for services rendered ( 871,896 4,090,265 )

Options, RSUs and PSUs cancelled 528,074 826,766

Balance at September 30, 2026 5,795,541

1 unchanged paragraph

Total compensation cost of options granted but not yet vested, as of June September 30, 2026, was $ 20.8 43.0 million, which is expected to be recognized over the weighted average period of approximately 1.1 1.4 years. Total compensation cost of RSUs granted but not yet vested, as of June September 30, 2026, was $ 177.1 330.2 million, which is expected to be recognized over the weighted average period of approximately 1.2 1.6 years. Total compensation cost of PSUs granted but not yet vested, as of June September 30, 2026, was $ 28.0 57.6 million, which is expected to be recognized over the weighted average period of 1.9 2.2 years, should the underlying performance conditions be deemed probable of achievement.

Note 13: Income Taxes 14 changes

June 30, Six Months Ended

Income before provision for income taxes $ 751,514 $ 558,012 $ 1,095,114 $ 792,202

Provision for income taxes 165,909 153,013 206,179 229,000

Effective tax rate 22.1 % 27.4 % 18.8 % 28.9 %

The effective tax rates for the three and six months ended June 30, 2026 were favorable as compared to the three and six months ended June 30, 2025 due to reversals of certain foreign valuation allowances and the impacts of the One Big Beautiful Bill Act ( OBBBA ) discussed below. The effective tax rate for the six months ended June 30, 2026 was also favorably impacted as compared to the prior year due to the recognition of previously unrecognized tax benefits and reversals of certain U.S. valuation allowances.

For the three and six nine months ended June September 30, 2026 and 2025, we recorded the following provisions for income taxes and effective tax rates as compared to our (loss) income before provision for income taxes (in thousands):

September 30, Nine Months Ended

(Loss) income before provision for income taxes $ ( 688,848 ) $ 482,308 $ 406,266 $ 1,274,510

Provision for income taxes 95,955 58,139 302,134 287,139

Effective tax rate ( 13.9 )% 12.1 % 74.4 % 22.5 %

Our effective tax rates for the three and six nine months ended June September 30, 2026 were favorably unfavorably impacted by tax benefits a one-time non-deductible charge of $ 1.23 billion associated with the generation acquisition of tax credits Vega and foreign tax effects. This was mostly offset by a net increase in valuation allowances against certain U.S. federal and state deferred tax assets. This was partially offset by tax benefits associated with the generation of tax credits, stock compensation related tax deductions and foreign tax effects. In addition, our effective tax rate for the six nine months ended June September 30, 2026 was favorably impacted by changes in unrecognized tax benefits. Our effective tax rates for the three and six months ended June 30, 2025 were unfavorably impacted by an increase in valuation allowances against certain U.S. federal and state deferred tax assets. This was partially offset by tax rate benefits associated with the generation of tax credits and the effects of cross-border tax laws.

Our effective tax rate for the three months ended September 30, 2025 was favorably impacted by a net decrease in our valuation allowance against certain U.S. federal deferred tax assets, resulting from the 2025 U.S. tax law changes described below. Our effective tax rate for the nine months ended September 30, 2025 was unfavorably impacted by an increase in our valuation allowance against certain U.S. federal and state deferred tax assets. This was partially offset by tax rate benefits associated with the generation of tax credits, the effect of cross-border tax laws and a decrease in a prior year valuation allowance against certain U.S. federal deferred tax assets, resulting from the 2025 U.S. tax law changes.

The effective tax rates for the three and nine months ended September 30, 2026 were unfavorable as compared to the three and nine months ended September 30, 2025 primarily due to the one-time non-deductible charge of $ 1.23 billion associated with the acquisition of Vega.

3 unchanged paragraphs

In July 2025, the U.S. enacted the One Big Beautiful Bill Act ( OBBBA ), which modified certain provisions of the Tax Cuts and Jobs Act of 2017, including those related to the expensing of domestic research and development costs, the deduction for foreign-derived intangible income, and the global intangible low-taxed income regime. The OBBBA also introduced multiple elections related to the treatment of domestic research and development expenditures. As a result of these changes, we expect to fully deduct certain expenditures for which deferred tax assets had previously been recorded and, accordingly, no longer maintain a valuation allowance against such amounts. The absence of these deferred tax assets and related valuation allowance continues to have a favorable impact on our effective tax rate for the current period. We will continue to evaluate the application of the OBBBA s various elections in connection with the preparation of our income tax return.

Note 15: Employee Benefit Plans 14 changes

1 unchanged paragraph

We have a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code covering all U.S. employees and defined contribution plans for other Incyte employees in Europe and Japan. Employees may contribute a portion of their compensation, which is then matched by us, subject to certain limitations. Defined contribution expense for the three and six nine months ended June September 30, 2026 was $ 6.3 6.4 million and $ 12.7 19.1 million, respectively. Defined contribution expense for the three and six nine months ended June September 30, 2025 was $ 5.7 5.8 million and $ 11.5 17.3 million, respectively.

3 unchanged paragraphs

June 30, Six Months Ended

Service cost $ 4,043 $ 3,964 $ 8,130 $ 7,606

Interest cost 688 476 1,383 913

Expected return on plan assets ( 1,933 ) ( 1,819 ) ( 3,887 ) ( 3,491 )

Amortization of actuarial losses 125 350 252 668

Net periodic benefit cost $ 3,028 $ 3,197 $ 6,090 $ 6,116

September 30, Nine Months Ended

Service cost $ 4,101 $ 4,068 $ 12,231 $ 11,674

Interest cost 667 489 2,050 1,402

Expected return on plan assets ( 1,874 ) ( 1,867 ) ( 5,761 ) ( 5,358 )

Amortization of prior service cost 105 226 212 420 102 228 314 648

Amortization of actuarial losses 122 357 374 1,025

Net periodic benefit cost $ 3,118 $ 3,275 $ 9,208 $ 9,391

1 unchanged paragraph

Note 16: Commitments and Contingencies 4 changes

1 unchanged paragraph

Loans under the Credit Agreement will bear interest, at our option, at a per annum rate equal to either (a) a base rate (but not less than 1.00 %) plus an applicable rate per annum varying from 0.125 % to 0.875 % depending on our consolidated leverage ratio or (b) a rate based on the secured overnight financing rate ( SOFR ) plus a credit spread adjustment of 0.10 % (but not less than 0.00 %), plus an applicable rate per annum varying from 1.125 % to 1.875 % depending on our consolidated leverage ratio. Commitment fees payable on the undrawn commitment range from 0.15 % per annum to 0.225 % per annum, based on our consolidated leverage ratio. We may, at our option, prepay any borrowings under the Credit Agreement, in whole or in part, at any time and from time to time without premium or penalty, subject to customary exceptions. As of June September 30, 2026 and December 31, 2025, we had no outstanding borrowings or letters of credit outstanding and were in compliance with all covenants under this facility.

1 unchanged paragraph

We have entered into the collaboration agreements described in Note 7, 8, as well as various other collaboration agreements that are not individually, or in the aggregate, significant to our operating results or financial condition at this time. We may in the future seek to license additional rights relating to technologies or drug development candidates in connection with our drug discovery and development programs. Under these agreements, we may be required to pay upfront fees, milestone payments, and royalties on sales of future products.

We brought a lawsuit against CMS alleging that a regulation issued by CMS on the definition of line extension for purposes of the Medicaid rebate program was too broad and had the unintended consequence of treating OPZELURA as a line extension of JAKAFI under this program. In the second quarter of 2026, we reached an agreement with CMS to resolve our litigation related to the application of Medicaid rebate rules to OPZELURA (ruxolitinib) cream. Under the agreement, CMS will not apply the line extension regulation regulations to OPZELURA as if it were a line extension of JAKAFI (ruxolitinib). In the second quarter of 2026, we recorded a one-time, non-cash benefit of $ 246.0 million in net sales on the condensed consolidated statements of operations, associated with the reversal of previously established accrual balances through March 31, 2026, related to liabilities associated with the potential application of the line extension regulations to OPZELURA. We will no longer accrue for the potential application of the line extension regulations to OPZELURA.

In addition, we have various patent disputes and litigation initiated by us related to potential generic or other competition for our products, as described below under Part II, Item 1A. Risk Factors Risks Relating to Commercialization of Our Products Competition for our products could harm our business and result in a decrease in our revenue. below.

Note 17: Segment Information 39 changes

3 unchanged paragraphs

June 30, Six Months Ended

Net sales $ 1,488,149 $ 1,059,414 $ 2,592,633 $ 1,981,688

Product royalty revenues 174,690 151,115 325,882 281,739

Milestone and contract revenues 11,200 5,000 28,200 5,000

Total revenues 1,674,039 1,215,529 2,946,715 2,268,427

Net (loss) income for our segment was as follows (in thousands):

September 30, Nine Months Ended

Net sales $ 1,316,413 $ 1,149,856 $ 3,909,046 $ 3,131,544

Product royalty revenues 190,991 171,124 516,873 452,863

Milestone and contract revenues 49,800 45,000 78,000 50,000

Total revenues 1,557,204 1,365,980 4,503,919 3,634,407

1 unchanged paragraph

Cost of sales (including definite-lived intangible amortization) 104,957 78,766 209,480 151,954 108,744 99,001 318,224 250,955

Contract dispute settlement ( 242,251 ) ( 242,251 )

3 unchanged paragraphs

Sales and marketing 285,752 256,311 545,315 513,963

General and administrative 65,983 74,711 134,507 142,750

Sales and marketing 296,885 272,302 842,200 786,265

General and administrative 67,388 56,779 201,895 199,529

1 unchanged paragraph

Loss (gain) on change in fair value of acquisition-related contingent consideration 2,499 22,761 2,331 34,333 892 ( 12,204 ) 3,223 22,129

1 unchanged paragraph

Net income $ 585,605 $ 404,999 $ 888,935 $ 563,202

Net (loss) income $ ( 784,803 ) $ 424,169 $ 104,132 $ 987,371

1. Research and development - internal is comprised of internally generated costs such as salaries, travel, regulatory costs, lab costs and contracting. etc.

4 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

United States $ 1,560,110 $ 1,132,353 $ 2,731,578 $ 2,113,910

Europe 105,131 78,826 197,560 147,438

Other countries 8,798 4,350 17,577 7,079

Total revenues $ 1,674,039 $ 1,215,529 $ 2,946,715 $ 2,268,427

Total revenues by geographic region consisted of the following were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

United States $ 1,434,977 $ 1,261,261 $ 4,166,555 $ 3,375,171

Europe 107,374 100,306 304,934 247,744

Other countries 14,853 4,413 32,430 11,492

Total revenues $ 1,557,204 $ 1,365,980 $ 4,503,919 $ 3,634,407

2 unchanged paragraphs

United States $ 394,985 $ 406,829

Switzerland 301,442 309,802

Other countries 13,042 14,254

United States $ 397,790 $ 406,829

Switzerland 291,013 309,802

Other countries 12,298 14,254

Total property and equipment, net $ 709,469 701,101 $ 730,885

MD&A 1 change

The following discussion of our financial condition and results of operations as of and for the three and six nine months ended June September 30, 2026 should be read in conjunction with the unaudited condensed consolidated financial statements and notes to those statements included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements as of and for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025 previously filed with the SEC.

Forward-looking statements 2 changes

8 unchanged paragraphs

future required expertise relating to clinical trials, development, manufacturing, sales and marketing;

41 unchanged paragraphs

public health pandemics such as the COVID-19 pandemic, natural disasters, or geopolitical events such as the Russian invasion of Ukraine and conflicts in the Middle East; and the risks set forth under Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q.

3 unchanged paragraphs

Market risk 1 change

Our investments in marketable securities, which are composed primarily of U.S. government debt securities, are subject to default, changes in credit rating and changes in market value. These investments are also subject to interest rate risk and will decrease in value if market interest rates increase. As of June September 30, 2026, marketable securities were $553.4 $578.7 million. Due to the nature of these investments, if market interest rates were to increase immediately and uniformly by 10% from levels as of June September 30, 2026, the decline in fair value would not be material.

1 unchanged paragraph

Controls and procedures 1 change

2 unchanged paragraphs

Changes in internal control over financial reporting . There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the three months ended June September 30, 2026, that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Legal proceedings 1 change

The information called for by this item is incorporated herein by reference to the information set forth in Note 15 16 to our Condensed Consolidated Financial Statements included in this report.

Risk factors 8 changes

2 unchanged paragraphs

JAKAFI is the first product marketed by us to be approved for sale in the United States. While we also sell our and our licensors other approved products ICLUSIG, PEMAZYRE, MONJUVI/MINJUVI, OPZELURA, ZYNYZ and NIKTIMVO and our exclusive licensees sell OLUMIANT and TABRECTA, we anticipate that JAKAFI product sales (including JAKAFI XR) will continue to contribute a significant percentage of our total revenues over the next several years. However, we expect that JAKAFI product sales will begin to decline upon the expiration of our patent exclusivity in 2028.

12 unchanged paragraphs

If we or our collaborators are unable to obtain, or maintain at anticipated levels, coverage and reimbursement for our products from government health administration authorities, private health insurers and other organizations, our pricing may be affected and our product sales, results of operations and financial condition could be harmed.

9 unchanged paragraphs

Risks related to proposed changes in government regulations and healthcare reform measures are described below under Other Risks Relating to our Business Healthcare reform measures, including federal and state drug pricing reforms, could impact the pricing and profitability of pharmaceuticals, and adversely affect the commercial viability of our or our collaborators products and drug candidates. If recent proposals for changes to Medicare and Medicaid reimbursement of drug prices are adopted into law, our results of operations and financial condition could be harmed. If government and other third-party payors refuse to provide coverage and reimbursement with respect to our products, determine to provide a lower level of coverage and reimbursement than anticipated, reduce previously approved levels of coverage and reimbursement, or delay reimbursement payments, then our pricing or reimbursement for our products may be affected and our product sales, results of operations or financial condition could be harmed. Our collaborators Novartis and Lilly are affected by similar considerations for the drugs that they market and for which we may receive royalties.

28 unchanged paragraphs

In addition to FDA and related regulatory requirements, we are subject to healthcare fraud and abuse laws, such as the federal False Claims Act, the anti-kickback provisions of the federal Social Security Act, and other state and federal laws and regulations. Federal and state anti-kickback laws prohibit, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration to induce, or in return for purchasing, leasing, ordering or arranging for the purchase, lease or order of any healthcare item or service reimbursable under Medicare, Medicaid, or other federally- or state-financed healthcare programs. program. Federal false claims laws prohibit any person from knowingly presenting, or causing to be presented, a false claim for payment to the federal government, or knowingly making, or causing to be made, a false statement to get a false claim paid. Pharmaceutical companies have been prosecuted under these laws for a variety of alleged promotional and marketing activities.

5 unchanged paragraphs

Present and potential competitors for JAKAFI include major pharmaceutical and biotechnology companies, as well as specialty pharmaceutical firms. In addition, JAKAFI could face competition from generic products. As a result of the Drug Price Competition and Patent Term Restoration Act of 1984, commonly known as the Hatch-Waxman Act, in the United States, generic manufacturers may seek approval of a generic or other version of an innovative pharmaceutical by filing with the FDA an Abbreviated New Drug Application ( ANDA ) or a New Drug Application ( NDA ) pursuant to section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act (the FDCA ). The Hatch-Waxman Act provides significant incentives to generic manufacturers to challenge U.S. patents on successful innovative pharmaceutical products. We have received notice letters from Apotex, Inc., Hikma Pharmaceuticals USA Inc., Sun Pharmaceutical Industries Inc., Granules India Ltd., Dr. Reddy s Laboratories, Inc., Eugia Pharma Specialties, Ltd., Alkem Laboratories Ltd., Alembic Pharmaceuticals Ltd., and MSN Pharmaceuticals Inc. and MSN Laboratories Pvt. Ltd. (together MSN ) and Hetero USA Inc., Hetero Labs Limited Unit-V, and Hetero Labs Limited (together Hetero ), which we refer to as the Generic JAKAFI Manufacturers, notifying us that each has filed an ANDA requesting approval to market a generic version of JAKAFI and that contain a paragraph IV certification purporting to challenge one or more patents covering ruxolitinib composition of matter and its use that expire (with pediatric extension) in June 2028 and patents covering ruxolitinib phosphate and its use that expire (with pediatric extension) in December 2028. We have also received a separate notice letter from Apotex, Inc. regarding its filing of an NDA pursuant to section 505(b)(2) of the FDCA that requested to rely, in part, on the FDA s previously published findings of safety and efficacy for JAKAFI and that contains a paragraph IV certification purporting to challenge patents covering ruxolitinib composition of matter and its use that expire (with pediatric extension) in June 2028 and patents covering ruxolitinib phosphate and its use that expire (with pediatric extension) in December 2028. In response, we filed patent infringement actions against each of the Generic JAKAFI Manufacturers (including with respect to both the ANDA and 505(b)(2) NDA for Apotex, Inc.) in the U.S. District Court for the District of New Jersey asserting certain FDA Orange-Book-listed patents for JAKAFI. We subsequently entered into confidential settlement agreements with Hikma Pharmaceuticals USA Inc., Granules India Ltd., Dr. Reddy s Laboratories, Inc., Eugia Pharma Specialties, Ltd., and Alkem Laboratories Ltd. and Sun Pharmaceuticals Industries Inc., respectively, settling all outstanding claims in the litigations against those Generic JAKAFI Manufacturers. The actions against the other Generic JAKAFI Manufacturers remain pending.

43 unchanged paragraphs

In addition, legislative and enforcement interest in the United States with respect to drug pricing practices has increased. This has resulted in significant legislative activity and proposals from the prior and current administrations relating to prescription drug prices and reimbursement, any of which, if enacted, could impose downward pressure on the prices that we can charge for our products and may further limit the commercial viability of our products and drug candidates. Specifically, there have been ongoing federal congressional inquiries and proposed and enacted federal and state legislation, executive orders and administrative agency rules designed to, among other things, bring more transparency to drug pricing, reduce drug prices, reform government program reimbursement methodologies for prescription drugs, expand access to government-mandated discounted pricing (known as 340B pricing) through broader contract pharmacy arrangements, allow importation of drugs into the United States from other countries and limit allowable prices for drugs through reference to an average price from foreign markets that may be substantially lower than what we currently or would otherwise charge. In certain foreign markets, pricing or profitability of prescription pharmaceuticals is subject to government control. We expect that the healthcare reform measures that have been adopted in the United States and in foreign markets, and further reforms that may be adopted in the future, could result in more rigorous coverage criteria and additional downward pressure on the prices that we may receive for our approved products. If reimbursement for our products is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, our business could be materially harmed, including material adverse affects to our revenue and the curtailing or, in some case, cases, the ceasing of our research and development efforts. There may be future changes that result in reductions in current prices, coverage and reimbursement levels for our current or any future approved products, and we cannot predict the scope of any future changes or the impact that those changes would have on our operations.

44 unchanged paragraphs

As part of our business strategy, we may pursue acquisitions of what we believe to be complementary businesses or assets or seek to enter into joint ventures. We also may pursue strategic alliances in an effort to leverage our existing infrastructure and industry experience to expand our product offerings or distribution or make investments in other companies. For example, in February 2024 we entered into a purchase agreement with acquired the rights to tafasitamab (MONJUVI/MINJUVI) from MorphoSys AG and MorphoSys US Inc. under which we acquired rights to tafasitamab (MONJUVI/MINJUVI) that resulted in our holding exclusive global development and commercialization rights to tafasitamab, and in June July 2026 we entered into an agreement to acquire acquired Vega Therapeutics and its novel antibody therapies for rare blood disorders. The success of our acquisitions, joint ventures, strategic alliances and investments will depend on our ability to identify, negotiate, complete and, in the case of acquisitions, integrate those transactions and, if necessary, obtain satisfactory debt or equity financing to fund those transactions. These strategic transactions are complex, time consuming and expensive and entail numerous risks, including:

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We intend to continue to spend significant amounts on our efforts to discover and develop drugs, and if we are unable to generate revenues from our marketed drug products sufficient to offset our expenses we may incur losses in future periods. Our revenues, expenses and net income (loss) may fluctuate, even significantly, due to the risks described in these Risk Factors and the factors discussed in Management s Discussion and Analysis of Financial Condition and Results of Operations appearing in Part II, I, Item 7 2 of this Annual Quarterly Report on Form 10-K, 10-Q, as well as the timing of charges and expenses that we may take, including those relating to transactions such as acquisitions and the entry into collaborative agreements. In addition, revenues from JAKAFI currently make up the substantial majority of our total revenues, but we expect that revenues from JAKAFI will begin to decline once patent exclusivity expires in 2028. We cannot assure you that we will be able to generate revenues from our other marketed drug products to offset the expected decline in revenues from JAKAFI.

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Other information 5 changes

(c) During the three months ended June September 30, 2026, the following officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the Exchange Act )) of our Company adopted or terminated, as described below, a prearranged trading plan relating to our common stock and intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act:

Steven Stein , our Executive Vice President, Chief Medical Officer and Head of Late-Stage Development , adopted a trading plan on August 7, 2026 providing for the sale of up to an aggregate of 282,480 shares of our common stock until August 7, 2027 . On July 29, 2026 , Dr. Stein terminated a trading plan which was previously adopted on March 16, 2026 and provided for the sale of up to an aggregate of 207,534 shares of our common stock until March 17, 2027. No sales were executed under the terminated trading plan.

Patrick Mayes Lee Heeson , our Executive Vice President Chief Scientific Officer and Head of Incyte International , adopted a trading plan on April 29, August 14, 2026 providing for the sale of up to an aggregate of 52,131 10,694 shares of our common stock until April 29, August 17, 2027 .

Pablo Cagnoni Thomas Tray , our Vice President, and Global Head of Research Finance and Development, Chief Accounting Officer , adopted a trading plan on April 30, July 31, 2026 providing for the sale of up to an aggregate of 139,381 4,128 shares of our common stock until May 1, 2028 July 31, 2027 .

During the three months ended June September 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of our Company adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities, whether or not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), other than as set forth above.

Exhibits 8 changes

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10.1*# Offer of Employment Letter, dated March 17, 2026, from the Company to Suketu Upadhyay.

10.2# Form of Employment Agreement between the Company and Suketu Upadhyay (effective as of May 4, 2026) (incorporated by reference to Exhibit 10.14 to the Company s Annual Report on Form 10-K for the year ended December 31, 2012).

18.1* Preferability Letter from Ernst & Young LLP , dated October 29, 2026 , relating to change in accounting principle

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# Indicates management contract or compensatory plan or arrangement.

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Dated: July 28, 2026

Dated: October 29, 2026

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Dated: July 28, 2026

Dated: October 29, 2026

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