INCYTE CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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INCYTE CORPORATION

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Dear Fellow Stockholders,

In 2023, Incyte continued to execute and deliver for both patients and stockholders, building on the progress we have made in years past. Our product and royalty revenues grew 14% to reach $3.7 billion, and we reached a symbolic milestone in the fourth quarter of 2023 by reaching $1 billion in total quarterly product and royalty revenues for the first time in our Company’s history. Our 2023 revenue growth was largely driven by the continued success of our first commercialized product in dermatology, Opzelura® (ruxolitinib) cream. Opzelura saw strong momentum in 2023, growing 162% to $338 million driven by new patient prescriptions and increased refills for its approved indications in atopic dermatitis and vitiligo. We expect Opzelura will continue to be a key contributor to growth going forward. Jakafi® (ruxolitinib) net sales in 2023 were $2.6 billion, increasing 8% versus the prior year with year-over-year growth across all indications as Jakafi continued to maintain its leadership as a result of its unmatched product profile.

Beyond our strong commercialization efforts, we continued to reach new regulatory and clinical milestones across our clinical portfolio by advancing a pipeline of potentially best-in-class and/or first-in-class differentiated medicines in areas with large unmet medical needs. Our portfolio is poised to deliver transformative therapies across multiple programs, including the potential for up to ten high impact launches by 2030.

From a regulatory perspective, based on the favorable efficacy and safety profile seen in the Phase 2 AGAVE-201 study, we submitted to the U.S. Food and Drug Administration (FDA) the Biologics License Application (BLA) for axatilimab for the treatment of patients with chronic graft-versus-host disease (GVHD). We anticipate a decision from the FDA in the second half of 2024 and look forward to the possibility of bringing a new treatment option to chronic GVHD patients. In Europe, Opzelura was approved in 2023 as the first and only treatment for repigmentation of nonsegmental vitiligo. We are seeing early commercial success in Germany, with pricing negotiations progressing in other countries. Looking ahead, we plan to submit the sNDA for ruxolitinib cream in pediatric patients by the middle of 2024, with potential approval in 2025. This follows our presentation of positive Phase 3 data in 2023.

Among other clinical highlights, we announced encouraging proof of concept data for ruxolitinib cream in hidradenitis suppurativa (HS); for povorcitinib in HS, vitiligo and prurigo nodularis: and for our BET inhibitor in myelofibrosis (MF). Each of these programs has the potential to have a positive impact on patient’s lives, address a significant market and contribute to our top line by 2030.

Our earlier stage pipeline also continued to show great promise. In 2023, we advanced two new potentially transformative therapies for MF, polycythemia vera (PV) and essential thrombocythemia (ET)—the Phase 1 study for our mCALR monoclonal antibody is enrolling well, and we recently received IND clearance to start a Phase 1 study for our JAK2V617F inhibitor. In our oncology pipeline, we initiated several monotherapy and combination studies with our small molecule oral PD-L1 inhibitor, disclosed early data showing signs of clinical activity from our small molecule CDK2 inhibitor and also unveiled a new program—our KRASG12D inhibitor—which entered the clinic.

These achievements would not be possible without the contribution of all of our Incyte associates around the world, who work tirelessly to bring transformative medicines to patients. We are focused on advancing science, growing our revenue and developing new treatments for patients with hard-to-treat diseases. We are continuing to build on our successful commercial launches and progress our pipeline, and we believe that 2024 will be another monumental year for Incyte.

We remain committed to engaging with and responding to feedback from you, our stockholders. Your input is vital to our progress and success. I would also like to thank my fellow Directors for their continued support and investment in Incyte.

Solve On.

Hervé Hoppenot

Chairman, President and Chief Executive Officer

Wilmington, Delaware 19803

Notice of Annual Meeting of Stockholders

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Wednesday, June 12, 2024

9:00 AM Eastern Daylight Time

1815 Augustine Cut-Off, Wilmington, Delaware 19803

To the Stockholders of Incyte Corporation:

The Annual Meeting of Stockholders 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 Wednesday, June 12, 2024, at 9:00 AM Eastern Daylight Time, for the purposes specified below:

Purposes:

Elect nine directors to serve until the 2025 Annual Meeting of Stockholders and thereafter until their successors are duly elected and qualified;

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Approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers;

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Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024; and

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Transact such other business as may properly come before the Annual Meeting of Stockholders and any postponement or adjournment of the Annual Meeting.

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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 92 of the attached Proxy Statement and your proxy card or voting instruction form regarding each of these voting options.

April 29, 2024