INCYTE CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Dear Fellow Stockholders,

I am proud to report that 2024 was a year of strong performance and significant pipeline progress for Incyte. Our total revenues grew by 15% compared to 2023, reaching $4.2 billion, continuing the positive momentum of the past 10 years. This consistent growth is a testament to our team’s commercial capabilities and our innovative portfolio. Notably, while Jakafi continued to drive strong revenue performance, our non-Jakafi products, particularly Opzelura, saw strong growth, underscoring the successful diversification of our revenue streams.

In 2024, Jakafi net sales reached $2.8 billion, reflecting an 8% increase compared to the previous year. We saw solid growth across all indications, with polycythemia vera becoming a particularly strong contributor to the franchise. This reinforces our belief in Jakafi’s potential, and we expect continued growth in 2025.

Opzelura had another strong year, with 2024 revenues growing 50% year-over-year to $508 million, driven by the continued adoption of Opzelura for atopic dermatitis (AD) and vitiligo in the U.S. and expanding reimbursement for Opzelura for vitiligo outside of the U.S. As we look ahead, we expect Opzelura to continue to be a significant contributor to our growth and diversification.

In terms of new product developments, we were thrilled to announce that the FDA approved Niktimvo, which we developed in collaboration with Syndax, for the treatment of chronic graft-versus-host disease. This is a groundbreaking therapy and the first anti-CSF-1R antibody to be approved for this indication. The commercial launch is now underway, and we are excited to bring this innovative treatment to the approximately 6,000 patients in the U.S. currently receiving second-line or later therapy.

Our R&D organization has been focused on accelerating the transformation of our pipeline to expand our leadership in treating patients with inflammatory diseases, cancer, myeloproliferative neoplasms (MPNs) and graft-versus-host disease. In 2024 we disclosed positive Phase 3 data for tafasitamab in follicular lymphoma and retifanlimab in squamous cell anal carcinoma. We also presented positive data from our CDK2 inhibitor and BET inhibitor programs and provided pivotal study plans for both.

Our strong balance sheet and cash flow generation enabled us to complete a $2 billion share repurchase program in 2024, while maintaining a debt-free balance sheet and ending the year with $2.2 billion in cash. This strong financial foundation positions us well to continue executing on our growth strategy.

2025 will be a pivotal year for Incyte, with several key catalysts in our pipeline.

We expect three approvals in the U.S. in the second half of 2025: ruxolitinib cream for pediatric AD, tafasitamab for follicular lymphoma and retifanlimab for squamous cell anal carcinoma. These launches, together with the launch of Niktimvo for third line chronic graft-versus-host disease, are expected to begin contributing to our revenue in the near term, with the potential to collectively generate over $1 billion in incremental revenue by 2029. We intend to leverage our existing commercial infrastructure to support these launches.

In addition, we also anticipate four pivotal data readouts and expect potentially transformative data from seven early-stage programs that have the potential to further advance the growth trajectory for Incyte. Finally, we plan to initiate at least three Phase 3 studies, including for our BET inhibitor for myelofibrosis, ruxolitinib cream for mild-to-moderate hidradenitis suppurativa and our CDK2 inhibitor for ovarian cancer.

In conclusion, 2024 has been a year of strong execution and significant pipeline progress, and I am confident that 2025 will be a year of defining milestones for Incyte. With a growing portfolio of innovative therapies, a robust pipeline and a strong financial position, we are well-positioned to deliver long-term value for our shareholders.

We remain committed to engaging with and responding to feedback from you, our stockholders, to constantly improve. Your input is vital to our success, and my fellow Directors and I would like to thank you for your continued trust. We look forward to keeping you informed of our progress in the coming year.

Solve On.

Hervé Hoppenot

Chairman, President and Chief Executive Officer

Wilmington, Delaware 19803

Notice of Annual Meeting of Stockholders

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Tuesday, June 10, 2025

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 Tuesday, June 10, 2025, at 9:00 AM Eastern Daylight Time, for the purposes specified below:

Purposes:

Elect nine directors to serve until the 2026 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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Approve amendments of the Company’s Amended and Restated 2010 Stock Incentive Plan;

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Approve an amendment of the Company’s 1997 Employee Stock Purchase Plan;

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Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025; 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 99 of the attached Proxy Statement and your proxy card or voting instruction form regarding each of these voting options.

April 29, 2025