INCYTE CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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INCYTE CORPORATION

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Dear Shareholders,

Our strategy is centered on transitioning Incyte beyond a single cornerstone product to a high quality, growth-oriented portfolio across hematology, oncology and immunology. We focus on these three areas because they are where we have differentiated scientific knowledge and capabilities and can compete effectively and, over time, establish leadership. Our goal is to set a new high watermark for the company by consistently delivering innovative medicines, top tier growth and durable revenue, earnings and cash flows.

Against this backdrop, 2025 was an exceptional year of commercial performance and R&D execution. Everything we accomplished has created the foundation for an inflection point in 2026 and a future beyond Jakafi.

First, our business performance exceeded expectations. Net sales totaled $4.35 billion, representing 20% year‑over‑year growth. Performance was broad‑based, with nearly every product contributing meaningfully. Sales from our core business (excluding Jakafi) reached $1.26 billion, representing a 53% increase compared to 2024. Opzelura, Niktimvo and Monjuvi were among the largest contributors to absolute growth during the year. Looking ahead, this core business has the potential to grow at a 15-20% CAGR over the next five years, reaching $3–$4 billion by 2030.

Next, our pipeline is stronger, deeper and more strategically aligned than at any other point in our history. It reflects a balanced risk-reward profile and is focused on areas where our science gives us an edge. At present, we are advancing seven high‑value assets with the potential to generate over $10 billion in non-risk adjusted sales. We have fundamentally changed the shape and maturity of our portfolio, advancing multiple assets from early development into late‑stage clinical programs and, in select cases, to regulatory submission. These assets include our mutCALR antibody, KRAS G12D inhibitor, TGFβR2xPD‑1 bispecific, povorcitinib, Jakafi XR and Opzelura. As a result of this progress, we have meaningfully greater visibility into the company’s potential growth profile than we did one year ago. By the end of 2026, we expect to have 14 pivotal trials underway supporting our portfolio.

Our goal is to set a new high watermark for the company by consistently delivering innovative medicines, top tier growth, and durable revenue, earnings, and cash flows.

Finally, how we deploy capital is fundamental to our growth strategy and long-term value creation at Incyte. We apply the same disciplined framework to both internal and external investments, holding all uses of capital to a consistent, high standard of strategic fit, financial return, risk-reward profile and opportunity cost. An important component of this approach is business development, where we review a broad set of opportunities with the aim of doing the right deals – not a certain number of deals – to strengthen the portfolio with additional growth drivers.

Incyte’s success is driven by its people and a culture of respect and extreme teamwork. What we do is complex and demanding, and it requires skill, humility and hard work every day. We are fortunate to work in an industry where our efforts serve physicians and their patients, and we take that responsibility seriously. I am truly grateful to our employees for their commitment to Incyte – they are the reason for our confidence in what lies ahead.

Sincerely,

Bill Meury

William J. MeuryChief Executive Officer

Wilmington, Delaware 19803

Notice of Annual Meeting of Shareholders

To the Shareholders of Incyte Corporation:

The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Incyte Corporation, a Delaware corporation (the “Company”), will be held at the Company’s offices located at 1815 Augustine Cut-Off, Wilmington, Delaware 19803, on Monday, June 8, 2026 at 10:00 A.M. Eastern Daylight Time, for the purposes specified below:

It is important that your shares be represented at this meeting. Even if you plan to attend the meeting, we hope that you will vote as soon as possible. Voting now will ensure your representation at the Annual Meeting regardless of whether you attend in person. You may vote over the internet, by telephone or by mailing the enclosed proxy card or voting instruction form. Please review the instructions on pages 1 and 69 of the attached Proxy Statement and your proxy card or voting instruction form regarding each of these voting options.

By Order of the Board of Directors

Richard Hoffman

April 28, 2026