What changed in this filing

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Item 1. Financial Statements

2025-10-28 compared with 2025-07-29 · 219 added, 128 removed, 680 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands, except number of shares and par value)

September 30,

2025 December 31,

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Cash and cash equivalents $ 2,455,006 $ 1,687,829

Marketable securities—available-for-sale (amortized cost $ 465,456 and $ 469,917 as of June 30, 2025 and December 31, 2024, respectively;

allowance for credit losses $ 0 as of June 30, 2025 and December 31, 2024)

Marketable securities—available-for-sale (amortized cost $ 473,126 and $ 469,917 as of September 30, 2025 and December 31, 2024, respectively;

allowance for credit losses $ 0 as of September 30, 2025 and December 31, 2024)

474,814 470,263

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400,000,000 shares authorized;

194,123,265 and 193,434,305 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

196,130,993 and 193,434,305 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 4,721,953 4,533,437

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

8 unchanged sentences

Selling, general and administrative 329,081 309,209 985,794 915,447

Loss on change in fair value of acquisition-related contingent consideration 22,761 893 34,333 437

(Gain) loss on change in fair value of acquisition-related contingent consideration ( 12,204 ) 23,410 22,129 23,847

(Profit) and loss sharing under collaboration agreements — — — ( 1,025 )

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Interest expense ( 592 ) ( 774 ) ( 1,846 ) ( 1,861 )

(Loss) gain on equity investments ( 4,151 ) 39,241 ( 5,494 ) 139,188

Gain (loss) on equity investments 8,558 ( 12,982 ) 3,064 126,206

Other, net 4,043 4,929 19,446 11,196

Income (loss) before provision for income taxes 558,012 ( 389,777 ) 792,202 ( 153,618 )

Income before provision for income taxes 482,308 156,524 1,274,510 2,906

Provision for income taxes 58,139 50,068 287,139 171,503

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INCYTE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Foreign currency translation gain (loss) 156 15,228 24,661 ( 2,185 )

Unrealized gain (loss) on marketable securities, net of tax 36 ( 254 ) 967 ( 2,000 )

Unrealized gain on marketable securities, net of tax 375 5,463 1,342 3,463

Defined benefit pension gain, net of tax 585 384 1,673 1,271

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Balances at June 30, 2025 $ 194 $ 4,666,949 $ 13,439 $ ( 509,679 ) $ 4,170,903

Issuance of 2,011,476 shares of Common Stock upon exercise of stock options and settlement of employee restricted stock units, net of shares withheld for taxes

2 ( 6,676 ) — — ( 6,674 )

Issuance of 962 shares of Common Stock for services rendered

Stock compensation — 61,598 — — 61,598

Other comprehensive income — — 1,116 — 1,116

Net income — — — 424,169 424,169

Balances at September 30, 2025 $ 196 $ 4,721,953 $ 14,555 $ ( 85,510 ) $ 4,651,194

INCYTE CORPORATION

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Balances at June 30, 2024 $ 191 $ 4,382,734 $ ( 5,420 ) $ ( 1,380,446 ) $ 2,997,059

Issuance of 1,060,300 shares of Common Stock upon exercise of stock options and settlement of employee restricted stock units, net of shares withheld for taxes

1 ( 31,270 ) — — ( 31,269 )

Issuance of 1,242 shares of Common Stock for services rendered

Stock compensation — 77,922 — — 77,922

Repurchases of Common Stock — — — ( 103 ) ( 103 )

Other comprehensive income — — 21,075 — 21,075

Net income — — — 106,456 106,456

Balances at September 30, 2024 $ 192 $ 4,429,466 $ 15,655 $ ( 1,274,093 ) $ 3,171,220

See accompanying notes.

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(unaudited, in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

Net income (loss) $ 987,371 $ ( 168,597 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization 69,304 66,515

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Other, net 3,445 ( 4,824 )

Loss (gain) on equity investments 5,494 ( 139,188 )

(Gain) on equity investments ( 3,064 ) ( 126,206 )

Loss on change in fair value of acquisition-related contingent consideration 22,129 23,847

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Cash paid for contract dispute settlement $ 294,881 $ —

Unpaid purchase of intangible asset $ 25,000 $ —

Unpaid excise tax on repurchase of Common Stock $ — $ 19,185

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

Organization and Business

Incyte Corporation (including its subsidiaries, “Incyte,” “we,” “us,” or “our”) is a biopharmaceutical company focused on developing and commercializing proprietary therapeutics.

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 development, and commercialized products JAKAFI® (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.

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Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States 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 30, 2025, the condensed consolidated statements of operations, comprehensive income (loss), and stockholders’ equity for the three and six months ended June 30, 2025 and 2024, and the condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024, 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 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 September 30, 2025, the condensed consolidated statements of operations, comprehensive income (loss), and stockholders’ equity for the three and nine months ended September 30, 2025 and 2024, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024, 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, 2024 has been derived from our audited consolidated financial statements.

Although we believe that the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S.

GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

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Use of Estimates.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates.

Recent Accounting Pronouncements and Regulatory Updates

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-09, “ Income Taxes (Topic 740):

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We are currently evaluating the impact that ASU No.

2023-09 will have on our condensed consolidated financial statements.

2023-09 will have on our income tax disclosures and the method of adoption.

2023-09 does not affect our results of operations, financial condition or cash flows.

In November 2024, the FASB issued ASU No.

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2024-03 will have on our consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU No.

2025-05, “ Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

” This amended guidance applies to all entities and aims to simplify the estimation of expected credit losses for current accounts receivable and contract assets by providing a practical expedient for all companies.

The amendments are effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual periods.

If electing the practical expedient, entities should apply the amendments in this update prospectively.

We are currently evaluating the impact ASU No.

2025-05 will have on our consolidated financial statements and related disclosures.

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, 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.

In September 2025, the FASB issued ASU No.

2025-07, “ Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.

” This amended guidance applies to all entities and it refines the scope of derivative accounting and clarifies rules for share-based noncash consideration in revenue contracts.

Specifically, this update is intended to address concerns about the application of derivative accounting to contracts that have features based on the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

Entities may adopt the new guidance prospectively, or on a modified retrospective basis.

We are currently evaluating the impact ASU No.

2025-07 will have on our consolidated financial statements and related disclosures.

Revenues are recognized under guidance within ASC 606, Revenue from Contracts with Customers .

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

18 unchanged sentences

Cost Unrealized Gains Unrealized Losses

June 30, 2025

September 30, 2025

Debt securities (government) $ 473,126 $ 1,804 $ ( 116 ) $ 474,814

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Debt securities (government) $ 469,917 $ 971 $ ( 625 ) $ 470,263

The table below summarizes the contractual maturities of our available-for-sale debt securities as of June 30, 2025 (in thousands):

The table below summarizes the contractual maturities of our available-for-sale debt securities as of September 30, 2025 (in thousands):

Total Less than 1 Year 1-5 Years

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Debt security assets were assessed for risk of expected credit losses.

As of June 30, 2025 and December 31, 2024, the available-for-sale debt securities were held in 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.

As of September 30, 2025 and December 31, 2024, the available-for-sale debt securities were held in 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.

Fair Value Measurements

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government debt securities that are classified as available-for-sale.

At June 30, 2025 and December 31, 2024, our Level 2 U.S.

At September 30, 2025 and December 31, 2024, 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 months ended June 30, 2025.

We did not experience any transfers of financial instruments between the fair value hierarchy levels during the three and nine months ended September 30, 2025.

The following fair value hierarchy table presents information about each major category of our financial assets measured at fair value on a recurring basis (in thousands):

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(Level 3) Balance as of

June 30, 2025

September 30, 2025

Cash and cash equivalents $ 2,455,006 $ — $ — $ 2,455,006

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Total assets $ 1,706,643 $ 470,263 $ — $ 2,176,906

The following fair value hierarchy table presents information about each major category of our financial liabilities measured at fair value on a recurring basis as (in thousands):

The following fair value hierarchy table presents information about each major category of our financial liabilities measured at fair value on a recurring basis (in thousands):

Fair Value Measurement at Reporting Date Using:

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(Level 3) Balance as of

June 30, 2025

September 30, 2025

Acquisition-related contingent consideration $ — $ — $ 184,000 $ 184,000

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Change in fair value of contingent consideration 22,129

Balance at June 30, $ 207,000

Balance at September 30, $ 184,000

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 revenues 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 30, 2025 and December 31, 2024 included a discount rate of 10 % and updated projections of future net revenues of ICLUSIG in the European Union and other countries for the approved third line treatment.

The change in fair value of the contingent consideration during the three and six months ended June 30, 2025 was due primarily to fluctuations in foreign currency exchange rates impacting future revenue projections of ICLUSIG and the passage of time.

The valuation inputs utilized to estimate the fair value of the contingent consideration as of September 30, 2025 and December 31, 2024 included a discount rate of 10 % and updated projections of future net revenues of ICLUSIG in the European Union and other countries for the approved third line treatment.

The change in fair value of the contingent consideration during the three and nine months ended September 30, 2025 was due primarily to updated projections of future net revenues of ICLUSIG, including the impacts 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 30, 2025 and December 31, 2024, contingent consideration earned but not yet paid was $ 10.8 million and $ 10.0 million, respectively, and was included in accrued and other current liabilities.

As of September 30, 2025 and December 31, 2024, contingent consideration earned but not yet paid was $ 10.8 million and $ 10.0 million, respectively, and was included in accrued and other current liabilities.

Concentration of Credit Risk and Current Expected Credit Losses

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In December 2009, we entered into a license, development and commercialization agreement with Eli Lilly and Company (“Lilly”).

The above collaboration partners comprised, in aggregate, 18 % and 19 % of the accounts receivable balance as of June 30, 2025 and December 31, 2024, respectively.

The above collaboration partners comprised, in aggregate, 20 % and 19 % of the accounts receivable balance as of September 30, 2025 and December 31, 2024, respectively.

For further information relating to these collaboration and license agreements, refer to Note 8.

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Product Revenues for the

Six Months Ended

June 30, June 30,

Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

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Customer E 10 % 10 % 10 % 10 %

Customer F 11 % 8 % 10 % 9 %

We are exposed to risks associated with extending credit to customers related to the sale of products.

Customers A, B, C, D and E comprised, in the aggregate, 50 % and 47 % of the accounts receivable balance as of June 30, 2025 and December 31, 2024, respectively.

Customers A, B, C, D, E and F comprised, in the aggregate, 59 % and 54 % of the accounts receivable balance as of September 30, 2025 and December 31, 2024, respectively.

The concentration of credit risk relating to our other product revenues or accounts receivable is not significant.

We assessed our collaborative and customer receivable assets as of June 30, 2025 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 sales relationships, upon which the expected credit losses were considered de minimis.

As of June 30, 2025 and December 31, 2024, we had no allowance for doubtful accounts.

We assessed our collaborative and customer receivable assets as of September 30, 2025 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 sales relationships, upon which the expected credit losses were considered de minimis.

As of September 30, 2025 and December 31, 2024, we had no allowance for doubtful accounts.

On February 5, 2024, pursuant to a purchase agreement with MorphoSys AG and MorphoSys US Inc., a wholly-owned subsidiary of MorphoSys AG (together with MorphoSys AG, “MorphoSys”), we acquired exclusive global rights to tafasitamab, a humanized Fc-modified CD19-targeting immunotherapy marketed in the United States as MONJUVI (tafasitamab-cxix) and outside of the United States as MINJUVI (tafasitamab).

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We recognize revenue and costs for all U.S.

commercialization and clinical development and MorphoSys is no longer be eligible to receive future milestone, profit split and royalty payments under the now-terminated collaboration and license agreement.

commercialization and clinical development of tafasitamab and MorphoSys is no longer eligible to receive future milestone, profit split or royalty payments under the now-terminated collaboration and license agreement.

We evaluated the set of activities and assets acquired under the purchase agreement and concluded that it did not meet the definition of a business because the acquired set did not include a substantive process.

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During the first quarter of 2025, we paid Xencor a development milestone of $ 12.5 million for the U.S.

Food and Drug Administration's acceptance of the Biologics License Application filing for the use of tafasitamab for follicular lymphoma.

Food and Drug Administration’s (“FDA”) acceptance of the Biologics License Application filing for the use of tafasitamab for follicular lymphoma.

In June 2025, we recorded a $ 25.0 million regulatory milestone owed to Xencor for the FDA approval of MONJUVI for the treatment of follicular lymphoma.

As of June 30, 2025, this milestone was accrued in accounts payable and capitalized as an intangible asset in other intangible assets, net on the condensed consolidated balance sheet as of June 30, 2025.

This milestone payment was capitalized as an intangible asset and included in other intangible assets, net on the condensed consolidated balance sheet as of September 30, 2025.

The intangible asset will be amortized through cost of product revenues over the estimated useful life of 8 years.

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The concluded allocated fair values for INCB000262 and INCB000547 was $ 644.8 million and $ 34.6 million, respectively.

As both acquired IPR&D assets do not have an alternative future use at the acquisition date, we recognized the full amount of $ 679.4 million as research and development expenses on our condensed consolidated statements of operations during three and six months ended June 30, 2024.

Our inventory balance consists of the following (in thousands):

September 30,

2025 December 31,

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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 30, 2025, $ 83.4 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 30, 2025, $ 368.1 million of inventory was classified as non-current on the condensed consolidated balance sheet as we did not expect this inventory to be consumed for commercial use within the next twelve months.

At September 30, 2025, $ 83.4 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 September 30, 2025, $ 366.5 million of inventory was classified as non-current on the condensed consolidated balance sheet as we did 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.

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Costs incurred prior to regulatory approval are recorded as research and development expense in our condensed consolidated statements of operations.

At June 30, 2025, inventory with approximately $ 47.4 million of product costs incurred prior to regulatory approval had not yet been sold.

At September 30, 2025, inventory with approximately $ 45.4 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 7 to 43 months and, as a result, cost of product revenues will reflect a lower average per unit cost of materials.

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Novartis is also responsible for all costs relating to the development and commercialization of capmatinib.

Initially, we were 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.

We were 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 30, 2025, 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.

Since the inception of the agreement through September 30, 2025, 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.

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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 months ended June 30, 2025.

During the three and six months ended June 30, 2025, such royalties on net sales within the United States totaled $ 18.7 million and $ 48.5 million, respectively, and were reflected in cost of product revenues on the condensed consolidated statements of operations.

During the three and six months ended June 30, 2024, such royalties on net sales within the United States totaled $ 34.6 million and $ 57.6 million, respectively, and were reflected in cost of product revenues on the condensed consolidated statements of operations.

At June 30, 2025 and December 31, 2024, approximately $ 18.7 million and $ 507.4 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 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 months ended June 30, 2025, was $ 109.7 million and $ 201.9 million, respectively.

Product royalty revenue related to Novartis net sales of JAKAVI outside of the United States for the three and six months ended June 30, 2024, was $ 99.3 million and $ 188.9 million, respectively.

Product royalty revenue related to Novartis net sales of TABRECTA worldwide for the three and six months ended June 30, 2025, was $ 6.6 million and $ 13.0 million, respectively.

Product royalty revenue related to Novartis net sales of TABRECTA worldwide for the three and six months ended June 30, 2024, was $ 5.3 million and $ 10.5 million, respectively.

During the three and nine months ended September 30, 2025, such royalties on net sales within the United States totaled $ 19.3 million and $ 67.8 million, respectively, and were reflected in cost of product revenues on the condensed consolidated statements of operations.

During the three and nine months ended September 30, 2024, such royalties on net sales within the United States totaled $ 36.3 million and $ 93.9 million, respectively, and were reflected in cost of product revenues on the condensed consolidated statements of operations.

At September 30, 2025 and December 31, 2024, approximately $ 19.4 million and $ 507.4 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 nine months ended September 30, 2025, was $ 125.6 million and $ 327.5 million, respectively.

Product royalty revenue related to Novartis’ net sales of JAKAVI outside of the United States for the three and nine months ended September 30, 2024, was $ 115.7 million and $ 304.7 million, respectively.

Product royalty revenue related to Novartis’ net sales of TABRECTA worldwide for the three and nine months ended September 30, 2025, was $ 6.5 million and $ 19.6 million, respectively.

Product royalty revenue related to Novartis’ net sales of TABRECTA worldwide for the three and nine months ended September 30, 2024, was $ 5.9 million and $ 16.5 million, respectively.

Lilly – Baricitinib

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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.

Since the inception of the agreement through June 30, 2025, we have recognized and received, in aggregate, $ 149.0 million for the achievement of development milestones, $ 335.0 million for the achievement of regulatory milestones and $ 50.0 million for the achievement of sales milestones.

We are also eligible to receive tiered, double-digit royalties on future global sales with rates ranging up to the mid-twenties if a product is successfully commercialized.

Product royalty revenue related to Lilly net sales of OLUMIANT outside of the United States for the three and six months ended June 30, 2025 was $ 33.5 million and $ 64.3 million, respectively.

Product royalty revenue related to Lilly net sales of OLUMIANT outside of the United States for the three and six months ended June 30, 2024 was $ 31.7 million and $ 62.3 million, respectively.

Since the inception of the agreement through September 30, 2025, we have recognized and received, in aggregate, $ 149.0 million for the achievement of development milestones, $ 335.0 million for the achievement of regulatory milestones and $ 50.0 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, for which we will receive an upfront payment of $ 100.0 million.

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.

Product royalty revenue related to Lilly net sales of OLUMIANT outside of the United States for the three and nine months ended September 30, 2025 was $ 37.1 million and $ 101.4 million, respectively.

Product royalty revenue related to Lilly net sales of OLUMIANT outside of the United States for the three and nine months ended September 30, 2024 was $ 34.8 million and $ 97.1 million, respectively.

In January 2015, we entered into a License, Development and Commercialization Agreement with Agenus Inc.

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common stock.

For the three and six months ended June 30, 2024, we recorded an unrealized gain of $ 3.1 million and $ 0.1 million, respectively, based on the change in fair value of Agenus Inc.’s common stock during the respective periods.

For the three and nine months ended September 30, 2024, we recorded an unrealized loss of $ 6.8 million and $ 6.7 million, respectively, based on the change in fair value of Agenus Inc.’s common stock during the respective periods.

In December 2016, we entered into a Collaboration and License Agreement with Merus N.V.

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During 2024, we sold our investment of Merus’ common shares, and as of December 31, 2024, we had no remaining investment in Merus’ common shares.

For the three and six months ended June 30, 2024, we recorded realized and unrealized gains of $ 40.0 million and $ 110.2 million, respectively, based on the sale of shares and change in fair value of remaining Merus’ common shares during the respective periods.

For the three and nine months ended September 30, 2024, we recorded realized and unrealized losses of $ 4.1 million and realized and unrealized gains of $ 106.1 million, respectively, based on the sale of shares and change in fair value of remaining Merus’ common shares during the respective periods.

In October 2017, we entered into a Global Collaboration and License Agreement with MacroGenics, Inc.

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In addition, MacroGenics has the right to manufacture a portion of both companies’ global clinical and commercial supply needs of INCMGA0012.

Since the inception of the agreement, inclusive of amendments to the agreement, through June 30, 2025, we have paid MacroGenics developmental and regulatory milestones totaling $ 215.0 million.

Since the inception of the agreement, inclusive of amendments to the agreement, through September 30, 2025, 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.

4 unchanged sentences

During 2024, we sold our investment of MorphoSys AG’s ordinary shares, and as of December 31, 2024, we had no remaining investment in MorphoSys AG’s ordinary shares.

For the three and six months ended June 30, 2024, we recorded realized and unrealized gains of $ 0.8 million and $ 30.7 million, respectively, based on the sale of shares and change in fair value of MorphoSys AG's ordinary shares during the respective periods.

Our 50 % share of the United States loss or profit for the commercialization of tafasitamab for the period from January 1, 2024 to the asset acquisition on February 5, 2024, was a profit of $ 1.0 million, and is recorded as (Profit) and loss sharing under collaboration agreements on the condensed consolidated statement of operations.

For the nine months ended September 30, 2024, we recorded a realized gain of $ 30.7 million, based on the sale of shares and change in fair value of MorphoSys AG's ordinary shares during the respective periods.

As described in Note 6, subsequent to the asset acquisition, we recognize revenue and costs for all commercialization and clinical development of tafasitamab in the United States.

9 unchanged sentences

In August 2024, we made a $ 12.5 million regulatory milestone payment to Syndax for the FDA approval of NIKTIMVO for the treatment of GVHD.

This milestone payment was capitalized as an intangible asset and included in other intangible assets, net on the condensed consolidated balance sheet as of June 30, 2025, and is being amortized through cost of product revenues over the estimated useful life of 10 years.

Inclusive of an upfront, non-refundable payment, since the inception of the agreement through June 30, 2025, 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.

This milestone payment was capitalized as an intangible asset and included in other intangible assets, net on the condensed consolidated balance sheet as of September 30, 2025, and is being amortized through cost of product revenues over the estimated useful life of 10 years.

Inclusive of an upfront, non-refundable payment, since the inception of the agreement through September 30, 2025, 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 $ 230.0 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 30, 2025, 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 30, 2025 and December 31, 2024 was $ 13.3 million and $ 18.8 million, respectively.

For the three and six months ended June 30, 2025, we recorded an unrealized loss of $ 4.2 million and $ 5.5 million, respectively, based on the change in fair value of Syndax’s common stock during the respective periods.

For the three and six months ended June 30, 2024, we recorded an unrealized loss of $ 4.6 million and $ 1.5 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 months ended June 30, 2025, includes $ 5.3 million and $ 10.0 million, respectively, related to our 55 % share of the co-development costs for axatilimab.

Research and development expenses for the three and six months ended June 30, 2024, includes $ 4.7 million and $ 11.8 million, respectively, related to our 55 % share of the co-development costs for axatilimab.

At both June 30, 2025 and December 31, 2024, $ 2.2 million was included in accrued and other liabilities on the condensed consolidated balance sheet for amounts due to Syndax under the agreement.

As of September 30, 2025, 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 September 30, 2025 and December 31, 2024 was $ 21.9 million and $ 18.8 million, respectively.

For the three and nine months ended September 30, 2025, we recorded an unrealized gain of $ 8.6 million and $ 3.1 million, respectively, based on the change in fair value of Syndax’s common stock during the respective periods.

For the three and nine months ended September 30, 2024, we recorded an unrealized loss of $ 1.9 million and $ 3.4 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 nine months ended September 30, 2025, includes $ 6.3 million and $ 16.3 million, respectively, related to our 55 % share of the co-development costs for axatilimab.

Research and development expenses for the three and nine months ended September 30, 2024, includes $ 5.8 million and $ 17.6 million, respectively, related to our 55 % share of the co-development costs for axatilimab.

At September 30, 2025 and December 31, 2024, $ 1.7 million and $ 2.2 million, respectively, was included in accrued and other liabilities on the condensed consolidated balance sheet for amounts due to Syndax under the agreement.

China Medical Systems Holdings Limited

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CMSHL received an exclusive license to develop and commercialize and a non-exclusive license to manufacture povorcitinib in autoimmune and inflammatory dermatologic diseases, including non-segmental vitiligo, hidradenitis suppurativa, prurigo nodularis, asthma and chronic spontaneous urticaria, for patients in mainland China, Hong Kong, Macau, Taiwan and certain countries in Southeast Asia.

Sun Pharmaceuticals, Inc.

In July 2025, we entered into a settlement and license agreement with Sun Pharmaceuticals, Inc.

("Sun"), resolving patent infringement litigation related to Leqselvi (deuruxolitinib).

Under this agreement, we have granted Sun a limited, non-exclusive license in the U.S.

with respect to oral deuruxolitinib for certain agreed-upon non-hematology-oncology indications, including alopecia areata.

In exchange for the limited license, Sun has paid us an upfront payment upon our transfer of functional intellectual property, which is included in milestone and contract revenues on the condensed consolidated statement of operations for the three and nine months ended September 30, 2025, and has agreed to pay to us ongoing royalty payments.

The amount associated with the settlement component is de minimis.

Other Agreements

5 unchanged sentences

Property and equipment, net consists of the following (in thousands):

September 30,

2025 December 31,

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During the year ended December 31, 2024, we capitalized $ 4.9 million of land and $ 19.5 million of building and parking garage.

As of June 30, 2025 we have $ 39.9 million of construction in progress relating to the downtown Wilmington properties.

As of September 30, 2025 we have $ 48.1 million of construction in progress relating to the downtown Wilmington properties.

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):

September 30,

2025 December 31,

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This would enable the Baker Entities to maintain their ownership level as of May 9, 2024 of approximately 16.4 % of Incyte’s outstanding common stock.

The Baker Entities purchase was to be at the same price per share as is determined and paid in the tender offer.

The Baker Entities purchase was to be at the same price per share as was determined and paid in the tender offer.

On June 26, 2024, we repurchased 5,459,183 shares at a price of $ 60.00 per share for an aggregate price of approximately $ 328.0 million pursuant to the terms of the stock purchase agreement with the Baker Entities.

5 unchanged sentences

We paid the excise tax in April 2025.

These costs are recognized within (accumulated deficit) retained earnings on the condensed consolidated balance sheet as of June 30, 2025 as costs to repurchase our common stock.

These costs are recognized within (accumulated deficit) retained earnings on the condensed consolidated balance sheet as of September 30, 2025 as costs to repurchase our common stock.

The purchased shares were cancelled and ceased to be outstanding.

Other Comprehensive Income (Loss)

The following tables summarize the activity related to each component of other comprehensive income (loss) during the nine months ended September 30, 2025 and 2024:

(Amounts presented net of taxes) Foreign Currency Translation Gains (Loss) Net Unrealized Gains (Losses) on Marketable Securities Defined Benefit Pension Plans Accumulated Other Comprehensive Gain (Loss)

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

Other comprehensive income before reclassifications 24,661 1,342 — 26,003

Net amount reclassified from accumulated other comprehensive loss — — 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

Balances at January 1, 2024 $ 44,181 $ ( 149 ) $ ( 30,926 ) $ 13,106

Other comprehensive (loss) income before reclassifications ( 2,185 ) 3,463 — 1,278

Net amount reclassified from accumulated other comprehensive loss — — 1,271 1,271

Net other comprehensive (loss) income ( 2,185 ) 3,463 1,271 2,549

Balances at September 30, 2024 $ 41,996 $ 3,314 $ ( 29,655 ) $ 15,655

Stock Compensation

We recorded $ 64.6 million and $ 125.6 million of stock compensation expense on our condensed consolidated statements of operations for the three and six months ended June 30, 2025, respectively.

We recorded $ 56.6 million and $ 116.4 million of stock compensation expense on our condensed consolidated statements of operations for the three and six months ended June 30, 2024, respectively.

Stock compensation expense included within our condensed consolidated statements of operations included research and development expense of $ 37.7 million, $ 74.4 million, $ 34.5 million and $ 71.3 million for the three and six months ended June 30, 2025 and 2024, respectively.

Stock compensation expense included within our condensed consolidated statements of operations also included selling, general and administrative expense of $ 26.1 million, $ 49.5 million, $ 21.7 million and $ 44.1 million for the three and six months ended June 30, 2025 and 2024, respectively.

Stock compensation expense included within our condensed consolidated statements of operations also included cost of product revenues of $ 0.8 million, $ 1.7 million, $ 0.4 million and $ 1.0 million respectively, for the three and six months ended June 30, 2025 and 2024.

Additionally, as described in Note 6, as part of the Escient acquisition, during the three and six months ended June 30, 2024, we recognized related compensation expense of $ 31.5 million associated with the accelerated vesting for certain Escient stock awards in connection with the acquisition on our condensed consolidated statements of operations.

We recorded $ 61.6 million and $ 187.2 million of stock compensation expense on our condensed consolidated statements of operations for the three and nine months ended September 30, 2025, respectively.

We recorded $ 77.9 million and $ 194.3 million of stock compensation expense on our condensed consolidated statements of operations for the three and nine months ended September 30, 2024, respectively.

Stock compensation expense included within our condensed consolidated statements of operations included research and development expense of $ 39.7 million, $ 114.1 million, $ 45.8 million and $ 117.1 million for the three and nine months ended September 30, 2025 and 2024, respectively.

Stock compensation expense included within our condensed consolidated statements of operations also included selling, general and administrative expense of $ 21.0 million, $ 70.5 million, $ 31.5 million and $ 75.6 million for the three and nine months ended September 30, 2025 and 2024, respectively.

Stock compensation expense included within our condensed consolidated statements of operations also included cost of product revenues of $ 0.9 million, $ 2.6 million, $ 0.6 million and $ 1.6 million respectively, for the three and nine months ended September 30, 2025 and 2024.

Additionally, as described in Note 6, as part of the Escient acquisition, during the nine months ended September 30, 2024, we recognized related compensation expense of $ 31.5 million associated with the accelerated vesting for certain Escient stock awards in connection with the acquisition on our condensed consolidated statements of operations.

We utilized the Black-Scholes valuation model for estimating the fair value of the stock compensation granted, with the following weighted-average assumptions:

Employee Stock Options Employee Stock Purchase Plan

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

June 30, June 30,

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

September 30, September 30,

2025 2024 2025 2024 2025 2024 2025 2024

18 unchanged sentences

Options cancelled ( 590,480 ) $ 82.55

Balance at June 30, 2025 13,047,607 $ 82.71

Balance at September 30, 2025 12,851,140 $ 82.83

Our annual stock option grants generally have a 10 -year term and vest over four years , with 25 % vesting after one year and the remainder vesting in 36 equal monthly installments, subject to customary retirement provisions that may accelerate the requisite service period for expense recognition purposes.

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RSUs released ( 2,500,344 ) $ 71.11

PSUs released ( 143,776 ) $ 77.67

RSUs cancelled ( 341,581 ) $ 67.18

Balance at June 30, 2025 8,542,467 $ 67.67

PSUs cancelled ( 124,489 ) $ 75.76

Balance at September 30, 2025 9,875,257 $ 66.59

RSUs and PSUs are granted to our employees at the share price on the date of grant.

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Each RSU granted in connection with our annual equity awards will vest 25 % annually over four years , while each RSU granted as outstanding merit awards or as part of retention award programs will vest in a single installment at the end of four years , subject to customary retirement provisions that may accelerate the requisite service period for expense recognition purposes.

We grant PSUs with performance and/or service-based milestones with graded and/or cliff vesting over three to four years .

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.

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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 months ended June 30, 2025 we recorded $ 6.9 million and $ 10.0 million, respectively, of stock compensation expense for PSUs on our condensed consolidated statements of operations.

For the three and six months ended June 30, 2024 we recorded $ 3.5 million and $ 6.9 million, respectively, of stock compensation expense for PSUs on our condensed consolidated statements of operations.

For the three and nine months ended September 30, 2025 we recorded $ 2.6 million and $ 12.6 million, respectively, of stock compensation expense for PSUs on our condensed consolidated statements of operations.

For the three and nine months ended September 30, 2024 we recorded $ 12.3 million and $ 19.2 million, respectively, of stock compensation expense for PSUs on our condensed consolidated statements of operations.

The following table summarizes our shares available for grant under the 2010 Stock Plan and 2024 Inducement Plan.

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Additional authorization - 2010 Stock Plan 8,500,000

Additional authorization - 2024 Inducement Plan 1,000,000

Options, RSUs and PSUs granted and issuance of shares for services rendered ( 6,140,010 )

1 unchanged sentence

Fungible ratio change adjustments 282,731

Balance at June 30, 2025 11,762,345

Based on our historical experience of employee turnover, we have assumed an annualized forfeiture rate of 5 % for our options, RSUs and PSUs.

Balance at September 30, 2025 8,873,452

We estimate an annualized forfeiture rate for our options, RSUs and PSUs.

Under the true-up provisions of the stock compensation guidance, we will record additional expense if the actual forfeiture rate is lower than we estimated, and will record a recovery of prior expense if the actual forfeiture is higher than we estimated.

Total compensation cost of options granted but not yet vested, as of June 30, 2025, was $ 20.4 million, which is expected to be recognized over the weighted average period of approximately 1.1 years.

Total compensation cost of RSUs granted but not yet vested, as of June 30, 2025, was $ 171.8 million, which is expected to be recognized over the weighted average period of approximately 1.2 years.

Total compensation cost of PSUs granted but not yet vested, as of June 30, 2025, was $ 12.1 million, which is expected to be recognized over the weighted average period of 1.1 years, should the underlying performance conditions be deemed probable of achievement.

For the three and six months ended June 30, 2025 and 2024, we recorded the following provisions for income taxes and effective tax rates as compared to our income (loss) before provision for income taxes (in thousands):

Total compensation cost of options granted but not yet vested, as of September 30, 2025, was $ 25.6 million, which is expected to be recognized over the weighted average period of approximately 1.4 years.

Total compensation cost of RSUs granted but not yet vested, as of September 30, 2025, was $ 299.9 million, which is expected to be recognized over the weighted average period of approximately 1.8 years.

Total compensation cost of PSUs granted but not yet vested, as of September 30, 2025, was $ 43.9 million, which is expected to be recognized over the weighted average period of 2.4 years, should the underlying performance conditions be deemed probable of achievement.

For the three and nine months ended September 30, 2025 and 2024, we recorded the following provisions for income taxes and effective tax rates as compared to our income before provision for income taxes (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Income (loss) before provision for income taxes $ 558,012 $ ( 389,777 ) $ 792,202 $ ( 153,618 )

Income before provision for income taxes $ 482,308 $ 156,524 $ 1,274,510 $ 2,906

Provision for income taxes 58,139 50,068 287,139 171,503

Effective tax rate 12.1 % 32.0 % 22.5 % 5,901.7 %

Our effective tax rate for the three and six months ended June 30, 2025 was higher than the U.S.

Our effective tax rate for the three months ended September 30, 2025 is lower than the U.S.

statutory rate primarily due to a net decrease in our valuation allowance against certain U.S.

federal deferred tax assets, resulting from the recently enacted U.S.

tax law changes described below.

Our effective tax rate for the nine months ended September 30, 2025 was higher than the U.S.

statutory rate primarily due to 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 research and development and orphan drug tax credit generations, the foreign derived intangible income deduction and a decrease in a prior year valuation allowance against certain U.S.

federal deferred tax assets, resulting from the recently enacted U.S.

tax law changes.

Our effective tax rate for the three months ended September 30, 2024 was higher than the U.S.

statutory rate primarily due to foreign losses with no associated tax benefit (i.e., full valuation allowance) and 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 research and development and orphan drug tax credit generations and the foreign derived intangible income deduction.

Our effective tax rate for the three and six months ended June 30, 2024 was higher than the U.S.

statutory rate primarily due to a non-deductible charge of $ 710.9 million associated with the Escient acquisition.

The effective tax rate for the three and six months ended June 30, 2025 was favorable as compared to the three and six months ended June 30, 2024 primarily due to an the non-deductible charge associated with the Escient acquisition in the prior year period.

Our effective tax rate for the nine months ended September 30, 2024 was higher than the U.S.

statutory rate primarily due to non-deductible charges of $ 710.9 million associated with the Escient acquisition.

The effective tax rate for the three months ended September 30, 2025 was favorable as compared to the three months ended September 30, 2024 primarily due to the decrease in the valuation allowance against certain U.S.

Federal deferred tax assets, resulting from recently enacted U.S.

tax law changes described below.

The effective tax rate for the nine months ended September 30, 2025 was favorable as compared to the nine months ended September 30, 2024 primarily due to the non-deductible charge associated with the Escient acquisition in the prior year period.

We accrue interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes.

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federal audit for tax year 2021.

The Organization for Economic Cooperation and Development Pillar 2 guidelines, which were supported by over 130 countries worldwide, are designed to impose a 15% global minimum tax on adjusted financial results.

The Organization for Economic Cooperation and Development Pillar 2 guidelines, supported by over 130 countries worldwide, establish a 15% global minimum tax on adjusted financial results.

Pillar 2 legislation has been enacted in multiple jurisdictions in which we operate and became effective beginning in 2024.

We have evaluated the impact of Pillar 2 on our business, and determined there are no material impacts on our effective tax rate at this time.

As countries we operate in enact legislation implementing Pillar 2, we will assess the impact on our financial statements in the period of enactment.

We will continue to monitor additional enactments and guidance as they occur and assess any future impacts in the period they become effective.

On July 4, 2025, the U.S.

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Under ASC 740, entities are required to recognize the impact of new income tax legislation in the period of enactment.

We are currently evaluating the OBBBA’s various provisions and elections, including their potential impact on our effective tax rate and the realizability of deferred tax assets, and intend to reflect these effects in our financial statements for the period ending September 30, 2025.

We continue to evaluate the OBBBA’s various provisions and elections, including their expected favorable impact on our effective tax rate and the realizability of deferred tax assets, and have reflected an estimate of these effects in our financial statements for the period ending September 30, 2025.

Net Income (Loss) Per Share

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

Diluted net income (loss) per share $ 2.11 $ 0.54 $ 4.95 $ ( 0.80 )

All stock options and stock awards were excluded from the diluted share calculation for the three and six months ended June 30, 2024 because their effect would have been anti-dilutive, as we were in a net loss position.

All stock options and stock awards were excluded from the diluted share calculation for the nine months ended September 30, 2024 because their effect would have been anti-dilutive, as we were in a net loss position.

The potential common shares that were excluded from the diluted net income (loss) per share computation are as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

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 months ended June 30, 2025 was $ 5.7 million and $ 11.5 million, respectively.

Defined contribution expense for the three and six months ended June 30, 2024 was $ 5.2 million and $ 10.6 million, respectively.

Defined contribution expense for the three and nine months ended September 30, 2025 was $ 5.8 million and $ 17.3 million, respectively.

Defined contribution expense for the three and nine months ended September 30, 2024 was $ 5.2 million and $ 15.8 million, respectively.

Defined Benefit Pension Plans

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

16 unchanged sentences

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 30, 2025 and December 31, 2024, we had no outstanding borrowings and were in compliance with all covenants under this facility.

As of September 30, 2025 and December 31, 2024, we had no outstanding borrowings and were in compliance with all covenants under this facility.

Contingencies

5 unchanged sentences

Under these agreements, we may be required to pay upfront fees, milestone payments, and royalties on sales of future products.

As described in Note 8, we entered into a Settlement Agreement with Novartis during May of 2025, 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 dated November 24, 2009, as amended, between us and Novartis.

We brought a lawsuit against the U.S.

Centers for Medicare and Medicaid Services (“CMS”) alleging that a recent regulation issued by CMS on the definition of “line extension” for purposes of the Medicaid rebate program is too broad and has the unintended consequence of treating OPZELURA as a “line extension” of JAKAFI under this program.

Centers for Medicare and Medicaid Services (“CMS”) alleging that a regulation issued by CMS on the definition of “line extension” for purposes of the Medicaid rebate program is too broad and has the unintended consequence of treating OPZELURA as a “line extension” of JAKAFI under this program.

We believe that such a reading would violate CMS’s statutory authority and be arbitrary and capricious given that OPZELURA, among other differentiators, is indicated to treat entirely different medical conditions and entirely different patient populations than JAKAFI.

As of June 30, 2025, we have accrued approximately $ 165.2 million within accrued and other current liabilities on the condensed consolidated balance sheet, relating to the incremental rebates that would be owed were OPZELURA considered a line extension of JAKAFI.

The impact on OPZELURA gross to net deductions for the quarter ending June 30, 2025 is approximately 6.6 %.

As of September 30, 2025, we have accrued approximately $ 188.9 million within accrued and other current liabilities on the condensed consolidated balance sheet, relating to the incremental rebates that would be owed were OPZELURA considered a line extension of JAKAFI.

The impact on OPZELURA gross to net deductions for the quarter ending September 30, 2025 is approximately 6.8 %.

If OPZELURA is not treated as a line extension of JAKAFI, this would result in a reversal of our accrual and a lower future gross to net deduction for OPZELURA.

1 unchanged sentence

“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.

Additionally, as described in Note 8, we entered into a settlement and license agreement with Sun, resolving patent infringement litigation related to Leqselvi (deuruxolitinib).

Segment Information

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

14 unchanged sentences

General and administrative 56,779 67,329 199,529 227,551

Loss on change in fair value of acquisition-related contingent consideration 22,761 893 34,333 437

(Gain) loss on change in fair value of acquisition-related contingent consideration ( 12,204 ) 23,410 22,129 23,847

(Profit) and loss sharing under collaboration agreements — — — ( 1,025 )

4 unchanged sentences

Research and development - external is comprised of specific program spend with external vendors (i.e.

contract manufacturing organization, contract research organization and lab vendors for clinical, technical operations and toxicology services).

contract manufacturing organizations, contract research organizations and lab vendors for clinical, technical operations and toxicology services).

Other research and development is comprised of all other costs including certain one-time costs resulting from the acquisition of IPR&D assets and one-time development milestone expenses.

2 unchanged sentences

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

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

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

2025 2024 2025 2024

5 unchanged sentences

Property and equipment, net by geographic location was as follows (in thousands):

September 30,

2025 December 31,

3 unchanged sentences

Total property and equipment, net $ 798,634 $ 763,411

Subsequent Event

In July 2025, we entered into a settlement and license agreement with Sun Pharmaceuticals, Inc., resolving patent infringement litigation related to Leqselvi (deuruxolitinib).

Under this agreement, we have granted Sun a limited, non-exclusive license in the U.S.

with respect to oral deuruxolitinib for certain agreed-upon non-hematology-oncology indications in the U.S., including alopecia areata.

In exchange for the limited license, Sun has agreed to pay us an upfront payment plus ongoing royalty payments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements