What changed in this filing

/stocks — the workspaceLOADING

Item 3. Legal Proceedings

2026-02-10 compared with 2025-02-10 · 44 added, 51 removed, 59 unchanged (62% of the section changed)

3 unchanged sentences

Legal proceedings, including litigation, government investigations and enforcement actions, can result in significant costs and occupy significant management resources.

We do not expect any such current legal proceedings to have a material adverse impact on our business or financial condition.

We do not expect any current legal proceedings to have a material adverse impact on our business or financial condition.

Mine Safety Disclosures

2 unchanged sentences

Our executive officers are as follows:

Hervé Hoppenot, age 65, joined Incyte as President and Chief Executive Officer and a Director in January 2014 and was appointed Chairman of the Board in May 2015.

Hoppenot served as the President of Novartis Oncology, Novartis Pharmaceuticals Corporation, the U.S.

subsidiary of Novartis AG, a pharmaceutical company, from January 2010 to January 2014.

Prior to that, Mr.

Hoppenot served in other executive positions at Novartis Pharmaceuticals Corporation, serving from September 2006 to January 2010 as Executive Vice President, Chief Commercial Officer of Novartis Oncology and Head of Global Product Strategy & Scientific Development of Novartis Pharmaceuticals Corporation and from 2003 to September 2006 as Senior Vice President, Head of Global Marketing of Novartis Oncology.

Prior to joining Novartis, Mr.

Hoppenot served in various increasingly senior roles at Aventis S.A.

(formerly Rhône-Poulenc S.A.), a pharmaceutical company, including as Vice President Oncology U.S.

of Aventis Pharmaceuticals, Inc.

from 2000 to 2003 and Vice President U.S.

Oncology Operations of Rhone-Poulenc Rorer Pharmaceuticals, Inc.

from 1998 to 2000.

Hoppenot holds a Diploma from ESSEC International Business School.

Meury , age 57, joined Incyte in June 2025 as President and Chief Executive Officer.

Prior to joining Incyte, Mr.

Meury served as President and Chief Executive Officer of Anthos Therapeutics, Inc., a privately-held biopharmaceutical company, from April 2024 until its acquisition by Novartis in April 2025.

From January 2023 through March 2024, Mr.

Meury served as President and Chief Executive Officer of Karuna Therapeutics, Inc., a publicly traded biopharmaceutical company that was acquired by Bristol-Myers Squibb Company.

From May 2020 through December 2022, Mr.

Meury served as a Partner at Hildred Capital Management, a private equity firm focusing on the healthcare industry.

Prior to joining Hildred Capital Management, Mr.

Meury served as the Chief Commercial Officer of Allergan plc, a global pharmaceutical company, from May 2016 through its acquisition by AbbVie Inc.

Meury previously served as Allergan’s President, Branded Pharma from March 2015 to May 2016 and joined Allergan in July 2014 as Executive Vice President, Commercial, North American Brands.

He has significant experience in launching and commercializing healthcare products.

Prior to joining Allergan, Mr.

Meury served as Executive Vice President, Sales and Marketing at Forest Laboratories, Inc., a specialty pharmaceutical company that was acquired by Actavis plc in July 2014.

He joined Forest in 1993 and held multiple roles of increasing responsibility in marketing, new products, business development, and sales.

Before joining Forest, Mr.

Meury worked in public accounting for Reznick, Fedder & Silverman and in financial reporting for MCI Communications, Inc.

Meury earned his B.A.

in Economics from the University of Maryland.

Soni Basi, age 51, joined Incyte in August 2025 as Executive Vice President and Chief Human Resources Officer (CHRO).

Basi has more than 25 years of experience in global HR and business leadership and is recognized for leading high-performing teams and guiding organizations through transformation.

Before joining Incyte, Ms.

Basi provided professional consulting services through SKB People Advisory, a private consulting practice, from June 2024 until August 2025, and served as CHRO at Edelman, a strategic global communications firm, from May 2022 to May 2024.

Prior to Edelman, Ms.

Basi was the Head of Global Talent Management at American International Group, Inc., a global insurance organization, from August 2020 to April 2022, and she previously held senior talent leadership roles at Allergan Pharmaceuticals, The Estée Lauder Companies and Schering-Plough.

Basi earned her M.A.

in Social Psychology from Bowling Green State University.

Cagnoni, age 63, joined Incyte in June 2023 as President and Head of Research and Development.

11 unchanged sentences

from the University Buenos Aires School of Medicine and completed post-doctoral work in Hematology and Oncology at the Mount Sinai Medical Center, New York, and in Stem Cell Transplantation at the University of Colorado Health Sciences Center.

Sheila Denton , age 59, joined Incyte in October 2023 as Executive Vice President, General Counsel and Corporate Secretary.

Denton most recently served as Senior Vice President, General Counsel and Corporate Secretary of Boehringer Ingelheim USA, Inc., where she was responsible for the legal, compliance and policy teams for the human health, animal health and biopharmaceutical businesses.

During her 19-year tenure with Boehringer Ingelheim, Ms.

Denton held a number of other key leadership positions both in the United States and abroad, in multiple areas such as acquisitions, the generic businesses, and litigation.

Prior to joining Boehringer Ingelheim, Ms.

Denton was a partner in a New England-based law firm.

Denton received her J.D.

from Western New England College School of Law, and her B.S.

in Business and Political Science from Sacred Heart University.

David Gardner, age 43, joined Incyte in September 2025 as Executive Vice President and Chief Strategy Officer.

Gardner has more than 20 years of experience in biopharmaceutical investing and advising, most recently at Rock Springs Capital Management from May 2015 until September 2025, where he led strategy across Oncology, Neurology, Immunology and Rare Diseases in multiple roles of increasing responsibility.

Prior to Rock Springs, Mr.

Gardner spent a decade at BlackRock as Vice President and Equity Research Analyst where he was responsible for investments across the healthcare sector.

Gardner holds an M.B.A.

from Columbia Business School and a bachelor’s degree from the University of Virginia’s McIntire School of Commerce.

Lee Heeson, age 55, joined Incyte in October 2024 as Executive Vice President, Incyte International.

6 unchanged sentences

Heeson holds a B.A., with honors, from Sheffield Hallam University.

Richard Hoffman, age 64, joined Incyte in December 2025 as Executive Vice President and General Counsel.

Hoffman has more than 20 years of experience advising and supporting biopharmaceutical and life science companies.

Prior to joining Incyte, he was a Partner in the Life Sciences group at Goodwin Procter LLP from October 2016 to October 2025, where he counseled a diverse portfolio of emerging and established biopharma organizations on corporate governance, strategic transactions, financings and litigation.

Earlier in his career, Mr.

Hoffman was a partner at WilmerHale and he has previously held senior leadership positions in the biotechnology industry at Hybridon and Avitech.

He holds a B.A.

from Harvard College, a J.D.

from Columbia Law School and an M.B.A.

from The Wharton School of the University of Pennsylvania.

Mohamed Issa, age 43, joined Incyte in January 2025 as Executive Vice President, Head of US Oncology.

He has almost 20 years of global leadership experience in pharmaceuticals, consumer healthcare and med-tech, with expertise spanning strategy, commercialization and business development.

He has more than 20 years of global leadership experience in pharmaceuticals, consumer healthcare and med-tech, with expertise spanning strategy, commercialization and business development.

Before joining Incyte, he spent 13 years at Johnson & Johnson, where he held senior roles leading U.S.

4 unchanged sentences

in finance and economics from New York University’s Stern School of Business.

Vijay Iyengar , age 52, joined Incyte in May 2016 as Executive Vice President, Global Strategy and Corporate Development.

Prior to joining Incyte, from April 2014 to April 2016, he was the President of Genoptix Corporation, a Novartis Company.

From December 2011 to March 2014, he was the Vice President and Rare Diseases Franchise Head at Novartis Oncology and from July 2009 to December 2011, he was the Vice President and Oncology General Manager of Novartis Greece.

From October 2007 to June 2009, he was the Global Brand Executive Director at Novartis Pharmaceuticals, and from January 2006 to October 2007, he was the Global Brand Director, Oncology at Novartis Pharmaceuticals.

Iyengar received his B.S.

in Biology from Stanford University and earned his M.D.

from Harvard Medical School.

Michael Morrissey , age 62, has served as Executive Vice President and Head of Global Technical Operations since June 2019 and joined Incyte in January 2016 as Corporate Senior Vice President and Head of Global Technical Operations.

5 unchanged sentences

in Physics and Applied Mathematics from the University of London, United Kingdom.

Christiana Stamoulis, age 54, joined Incyte in February 2019 as Executive Vice President and Chief Financial Officer.

Prior to joining Incyte, she served as President from February 2018 until January 2019 and Chief Financial Officer from January 2015 to January 2019 of Unum Therapeutics Inc., a biopharmaceutical company.

Prior to joining Unum, Ms.

Stamoulis was a Senior Vice President of Corporate Strategy and Business Development at Vertex Pharmaceuticals, Inc., a biopharmaceutical company.

Prior to joining Vertex, Ms.

Stamoulis spent nearly 15 years in the investment banking and management consulting industries.

She was a Managing Director in the Investment Banking division of Citigroup and, prior to that, she was a senior investment banker in the Healthcare Investment Banking Group of Goldman, Sachs & Co., where she spent the majority of her investment banking career.

Stamoulis started her career as a strategy consultant at The Boston Consulting Group.

Stamoulis holds two B.S.

degrees from the Massachusetts Institute of Technology (MIT) and an M.B.A.

from the MIT Sloan School of Management.

Steven Stein, age 59, has served as Executive Vice President and Chief Medical Officer since May 2016 and joined Incyte as Senior Vice President and Chief Medical Officer in March 2015.

5 unchanged sentences

from the University of Witwatersrand in Johannesburg, South Africa, in 1990.

Swain , age 67, has served as Executive Vice President, Human Resources since August 2002 and joined Incyte as Senior Vice President of Human Resources in January 2002.

Swain served as Senior Vice President of Human Resources at Bristol-Myers Squibb Company from October 2001 to January 2002, after it acquired DuPont Pharmaceuticals Company.

From July 1998 to October 2001, Ms.

Swain was Senior Vice President of Human Resources at DuPont Pharmaceuticals.

From October 1992 to July 1998, Ms.

Swain held a variety of human resources positions of increasing responsibility at DuPont Pharmaceuticals.

Swain received her B.A.

in Psychology and Industrial Relations from Rockhurst University.

Matteo Trotta, age 47, joined Incyte as Executive Vice President, General Manager, Dermatology US in March 2024.

4 unchanged sentences

marketing and sales, enterprise strategy and global manufacturing and quality.

Before joining Novartis in 2012, he was an Engagement Manager at McKinsey & Company, where he served pharmaceutical and payer clients as part of their healthcare practice.

Before joining Novartis in 2012, he was an Engagement Manager at McKinsey & Company, where he served pharmaceutical and payor clients as part of their healthcare practice.

Trotta received his Engineering Degree from Politecnico di Torino, his M.S.

2 unchanged sentences

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-K

Item 3. Legal Proceedings