What changed in this filing

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Item 1. Financial Statements

2026-07-28 compared with 2026-04-28 · 173 added, 90 removed, 628 unchanged (30% of the section changed)

6 unchanged sentences

Cash and cash equivalents $ 3,982,375 $ 3,097,817

Marketable securities—available-for-sale (amortized cost $ 555,202 and $ 480,793 as of March 31, 2026 and December 31, 2025, respectively;

allowance for credit losses $ 0 as of March 31, 2026 and December 31, 2025)

Marketable securities—available-for-sale (amortized cost $ 555,856 and $ 480,793 as of June 30, 2026 and December 31, 2025, respectively;

allowance for credit losses $ 0 as of June 30, 2026 and December 31, 2025)

553,365 482,787

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400,000,000 shares authorized;

199,948,401 and 198,460,009 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

200,977,687 and 198,460,009 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 5,221,804 4,928,049

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net sales $ 1,488,149 $ 1,059,414 $ 2,592,633 $ 1,981,688

4 unchanged sentences

Cost of sales (including definite-lived intangible amortization) 104,957 78,766 209,480 151,954

Contract dispute settlement — ( 242,251 ) — ( 242,251 )

Research and development 516,950 494,917 1,032,853 932,196

1 unchanged sentence

Asset impairment and related disposal costs — — 23,214 —

(Gain) loss on change in fair value of acquisition-related contingent consideration ( 168 ) 11,572

Loss on change in fair value of acquisition-related contingent consideration 2,499 22,761 2,331 34,333

Total costs, expenses and other 976,141 685,215 1,947,700 1,532,945

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net income $ 585,605 $ 404,999 $ 888,935 $ 563,202

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Balances at March 31, 2026 $ 200 $ 5,083,234 $ 22,314 $ 517,099 $ 5,622,847

Issuance of 795,114 shares of Common Stock upon exercise of stock options and settlement of employee restricted stock units and performance shares, net of shares withheld for taxes, and 202,281 shares of Common Stock under the ESPP

1 71,215 — — 71,216

Issuance of 907 shares of Common Stock for services rendered

Stock compensation — 67,263 — — 67,263

Other comprehensive loss — — ( 2,596 ) — ( 2,596 )

Net income — — — 585,605 585,605

Balances at June 30, 2026 $ 201 $ 5,221,804 $ 19,718 $ 1,102,704 $ 6,344,427

INCYTE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)

(unaudited, in thousands, except number of shares)

Stock Additional

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Balances at March 31, 2025 $ 193 $ 4,588,286 $ ( 6,238 ) $ ( 914,678 ) $ 3,667,563

Issuance of 64,400 shares of Common Stock upon exercise of stock options and settlement of employee restricted stock units and performance shares, net of shares withheld for taxes, and 261,762 shares of Common Stock under the ESPP

1 13,972 — — 13,973

Issuance of 1,220 shares of Common Stock for services rendered

Stock compensation — 64,609 — — 64,609

Other comprehensive income — — 19,677 — 19,677

Net income — — — 404,999 404,999

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

See accompanying notes.

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(unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

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(Gain) loss on equity investments ( 16,396 ) 5,494

(Gain) loss on change in fair value of acquisition-related contingent consideration ( 168 ) 11,572

Loss on change in fair value of acquisition-related contingent consideration 2,331 34,333

Changes in operating assets and liabilities:

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Cash flows from investing activities:

Purchase of long term investments ( 40,000 ) —

Sale of equity investments — 7

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Maturities of marketable securities 101,700 101,807

Net cash (used in) provided by investing activities ( 88,203 ) 1,097

Net cash used in investing activities ( 139,996 ) ( 17,775 )

Cash flows from financing activities:

Excise tax paid on repurchase of Common Stock — ( 19,100 )

Proceeds from issuance of Common Stock under stock plans 173,073 18,123

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Supplemental Schedule of Cash Flow Information

Income taxes paid, net of (refunds) $ ( 8,787 ) $ 844

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

Income taxes paid $ 6,445 $ 177,919

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

Unpaid purchase of intangible asset $ — $ 25,000

Unpaid purchases of property and equipment $ 2 $ 4,046

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

Organization and Business

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), ZYNYZ® (retifanlimab-dlwr), as well as NIKTIMVO™ (axatilimab-csfr), which is co-commercialized.

Our portfolio includes compounds in various stages, ranging from preclinical to late stage development, and commercialized products JAKAFI®/JAKAFI XR TM (ruxolitinib), ICLUSIG® (ponatinib), PEMAZYRE® (pemigatinib), OPZELURA® (ruxolitinib cream), MINJUVI® (tafasitamab), MONJUVI® (tafasitamab-cxix), ZYNYZ® (retifanlimab-dlwr), as well as NIKTIMVO™ (axatilimab-csfr), which is co-commercialized.

Our operations are treated as one operating segment.

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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 March 31, 2026, and the condensed consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the three months ended March 31, 2026 and 2025, 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 as of June 30, 2026, the condensed consolidated statements of operations, comprehensive income (loss), and stockholders’ equity for the three and six months ended June 30, 2026 and 2025, and the condensed consolidated statements of cash flows for the six months ended June 30, 2026 and 2025, 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, 2025 has been derived from our audited consolidated financial statements.

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

JAKAFI net sales 1

$ 816,659 $ 763,788 $ 1,574,414 $ 1,473,200

OPZELURA net sales 2

449,736 164,499 592,751 283,204

ICLUSIG net sales 34,394 32,729 69,857 62,273

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Total revenues $ 1,674,039 $ 1,215,529 $ 2,946,715 $ 2,268,427

1 Second quarter 2026 JAKAFI net sales include JAKAFI and JAKAFI XR following the launch of JAKAFI XR in the second quarter of 2026.

2 Second quarter 2026 OPZELURA net sales includes $ 246.0 million related to our agreement with CMS to resolve our litigation related to the application of Medicaid rebate rules to OPZELURA .

Refer to Note 15 for further information.

For further information on our revenue-generating contracts, refer to Note 7.

2 unchanged sentences

Cost Unrealized Gains Unrealized Losses

March 31, 2026

June 30, 2026

Debt securities (government) $ 555,856 $ 266 $ ( 2,757 ) $ 553,365

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Debt securities (government) $ 480,793 $ 2,028 $ ( 34 ) $ 482,787

The table below summarizes the contractual maturities of our available-for-sale debt securities as of March 31, 2026 (in thousands):

The table below summarizes the contractual maturities of our available-for-sale debt securities as of June 30, 2026 (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 March 31, 2026 and December 31, 2025, 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 June 30, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, our Level 2 U.S.

At June 30, 2026 and December 31, 2025, 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 months ended March 31, 2026.

We did not experience any transfers of financial instruments between the fair value hierarchy levels during the three and six months ended June 30, 2026.

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

March 31, 2026

June 30, 2026

Cash and cash equivalents $ 3,982,375 $ — $ — $ 3,982,375

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(Level 3) Balance as of

March 31, 2026

June 30, 2026

Acquisition-related contingent consideration $ — $ — $ 102,000 $ 102,000

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Contingent consideration earned during the period but not yet paid ( 10,499 )

Payments made during the period ( 10,832 )

Change in fair value of contingent consideration 2,331

Balance at March 31, $ 110,000

Balance at June 30, $ 102,000

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 sales 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 March 31, 2026 and December 31, 2025 included a discount rate of 10 %, updated projections of future net sales of ICLUSIG in the European Union and other countries for the approved third line treatment, and related applicable royalty rates.

The change in fair value of the contingent consideration during the three months ended March 31, 2026 was due primarily to updated projections of future net sales of ICLUSIG, including the impacts from fluctuations in foreign currency exchange rates, and the passage of time.

The valuation inputs utilized to estimate the fair value of the contingent consideration as of June 30, 2026 and December 31, 2025 included a discount rate of 10 %, updated projections of future net sales of ICLUSIG in the European Union and other countries for the approved third line treatment, and related applicable royalty rates.

The change in fair value of the contingent consideration during the three and six months ended June 30, 2026 was due primarily to updated projections of future net sales 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 March 31, 2026 and December 31, 2025, contingent consideration earned but not yet paid was $ 10.8 million and $ 12.1 million, respectively, and was included in accrued and other current liabilities.

As of June 30, 2026 and December 31, 2025, contingent consideration earned but not yet paid was $ 10.5 million and $ 12.1 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, 14 % and 17 % of the accounts receivable balance as of March 31, 2026 and December 31, 2025, respectively.

The above collaboration partners comprised, in aggregate, 15 % and 17 % of the accounts receivable balance as of June 30, 2026 and December 31, 2025, respectively.

For further information relating to these collaboration and license agreements, refer to Note 7.

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Sales for the

Three Months Ended

Three Months Ended Percentage of Total Net

Sales for the

Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Customer A 11 % 13 % 12 % 14 %

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

Customers A, B, C, D, E and F comprised, in the aggregate, 64 % and 54 % of the accounts receivable balance as of March 31, 2026 and December 31, 2025, respectively.

Customers A, B, C, D, E and F comprised, in the aggregate, 63 % and 54 % of the accounts receivable balance as of June 30, 2026 and December 31, 2025, respectively.

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

We assessed our collaborative and customer receivable assets as of March 31, 2026 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 March 31, 2026 and December 31, 2025, we had a de minimus amount of allowance for doubtful accounts.

We assessed our collaborative and customer receivable assets as of June 30, 2026 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, 2026 and December 31, 2025, we had a de minimus amount of allowance for doubtful accounts.

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

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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 March 31, 2026, $ 115.6 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 March 31, 2026, $ 331.4 million of inventory was classified as non-current on the condensed consolidated balance sheet as we do not expect this inventory to be consumed for commercial use within the next twelve months.

At June 30, 2026, $ 112.5 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, 2026, $ 345.0 million of inventory was classified as non-current on the condensed consolidated balance sheet as we do 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 March 31, 2026, inventory with approximately $ 40.9 million of product costs incurred prior to regulatory approval had not yet been sold.

At June 30, 2026, inventory with approximately $ 39.1 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 6 to 35 months and, as a result, cost of sales will reflect a lower average per unit cost of materials.

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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 March 31, 2026, 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 June 30, 2026, 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.

On May 11, 2025, we and Novartis entered into a settlement agreement (the “Settlement Agreement”) 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.

Under the Settlement Agreement, we agreed to reduce by 50 % the royalty rate payable by us on future net sales of JAKAFI in the United States beginning January 1, 2025 for a period defined in the Settlement Agreement.

During the three months ended March 31, 2026 and 2025, such royalties on net sales within the United States totaled $ 16.1 million and $ 29.8 million, respectively, and were reflected in cost of sales on the condensed consolidated statements of operations.

As a result of the Settlement Agreement noted above, the reduced royalty paid for the quarter ended March 31, 2025 was approximately $ 14.9 million.

At March 31, 2026 and December 31, 2025, approximately $ 16.1 million and $ 20.3 million, respectively, of accrued royalties were included in accrued and other current liabilities on the condensed consolidated balance sheets.

As of March 31, 2025, we had approximately $ 537.1 million of accrued royalties relating to the dispute with Novartis included in accrued and other current liabilities on our condensed consolidated balance sheet.

Under the Settlement Agreement, we paid Novartis $ 280.0 million as the settlement of disputed royalties on net sales of JAKAFI in the United States through December 31, 2024, and agreed to reduce by 50 % the royalty rate payable by us on future net sales of JAKAFI in the United States beginning January 1, 2025 for a period defined in the Settlement Agreement.

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, 2026, such royalties on net sales within the United States totaled $ 20.0 million and $ 36.1 million, respectively, and were reflected in cost of sales on the condensed consolidated statements of operations.

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 sales on the condensed consolidated statements of operations.

At June 30, 2026 and December 31, 2025, approximately $ 20.0 million and $ 20.3 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 months ended March 31, 2026 and 2025, was $ 105.6 million and $ 92.1 million, respectively.

Product royalty revenue related to Novartis’ net sales of TABRECTA worldwide for the three months ended March 31, 2026 and 2025, was $ 6.0 million and $ 6.4 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, 2026, was $ 124.2 million and $ 229.7 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, 2025, was $ 109.7 million and $ 201.9 million, respectively.

Product royalty revenue related to Novartis’ net sales of TABRECTA worldwide for the three and six months ended June 30, 2026, was $ 6.7 million and $ 12.7 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.

Lilly – Baricitinib

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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.

Since the inception of the agreement through March 31, 2026, we recognized and received, in aggregate, $ 149.0 million for the achievement of development milestones, $ 335.0 million for the achievement of regulatory milestones, $ 50.0 million for the achievement of sales milestones, and $ 100.0 million for the functional intellectual property transfer related to Type 1 diabetes mellitus.

Product royalty revenue related to Lilly net sales of OLUMIANT outside of the United States for the three months ended March 31, 2026 and 2025 was $ 36.4 million and $ 30.8 million, respectively.

Since the inception of the agreement through June 30, 2026, we recognized and received, in aggregate, $ 149.0 million for the achievement of development milestones, $ 335.0 million for the achievement of regulatory milestones, $ 50.0 million for the achievement of sales milestones, and $ 100.0 million for the functional intellectual property transfer related to Type 1 diabetes mellitus.

Product royalty revenue related to Lilly net sales of OLUMIANT outside of the United States for the three and six months ended June 30, 2026 was $ 38.5 million and $ 74.9 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, 2025 was $ 33.5 million and $ 64.3 million, respectively.

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 March 31, 2026, 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 June 30, 2026, 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.

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Each company is responsible for funding any independent development activities.

Inclusive of an upfront, non-refundable payment, since the inception of the agreement through March 31, 2026, 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.

Inclusive of an upfront, non-refundable payment, since the inception of the agreement through June 30, 2026, 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 $ 225.0 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 March 31, 2026, 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 March 31, 2026 and December 31, 2025 was $ 33.2 million and $ 29.9 million, respectively.

For the three months ended March 31, 2026 and 2025, we recorded an unrealized gain of $ 3.3 million and unrealized loss of $ 1.3 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 months ended March 31, 2026 and 2025, includes $ 5.4 million and $ 4.7 million respectively, related to our 55 % share of the co-development costs for axatilimab.

At March 31, 2026 and December 31, 2025, $ 1.4 million and $ 2.4 million, respectively, was included in accrued and other liabilities on the condensed consolidated balance sheet for amounts due to Syndax under the agreement.

In connection with the United States co-commercialization efforts, Syndax’s 50 % share of profit was $ 14.4 million for the three months ended March 31, 2026, which is reflected in cost of sales on the condensed consolidated statement of operations.

At March 31, 2026 and December 31, 2025, $ 22.5 million and $ 27.6 million, respectively, was included in accrued and other liability on the consolidated balance sheet for amounts due to Syndax related to United States co-commercialization activities.

As of June 30, 2026, 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, 2026 and December 31, 2025 was $ 31.1 million and $ 29.9 million, respectively.

For the three and six months ended June 30, 2026, we recorded an unrealized loss of $ 2.1 million and an unrealized gain of $ 1.2 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, 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.

Research and development expenses for the three and six months ended June 30, 2026, includes $ 4.9 million and $ 10.3 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, 2025, includes $ 5.3 million and $ 10.0 million, respectively, related to our 55 % share of the co-development costs for axatilimab.

At June 30, 2026 and December 31, 2025, $ 1.4 million and $ 2.4 million, respectively, was included in accrued and other liabilities on the condensed consolidated balance sheet for amounts due to Syndax under the agreement.

In connection with the United States co-commercialization efforts, Syndax’s 50 % share of profit for the three and six months ended June 30, 2026 was $ 20.2 million and $ 34.6 million, respectively, which is reflected in cost of sales on the condensed consolidated statement of operations.

At June 30, 2026 and December 31, 2025, $ 26.5 million and $ 27.6 million, respectively, was included in accrued and other liability on the consolidated balance sheet for amounts due to Syndax related to United States co-commercialization activities.

In November 2025, we entered into an exclusive purchase option agreement with Prelude Therapeutics Incorporated (“Prelude”).

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Given our intent to hold the investment for the foreseeable future, we have classified the investment within long term investments on the accompanying condensed consolidated balance sheets.

For the three months ended March 31, 2026, we recorded an unrealized gain of $ 3.3 million based on the change in fair value of Prelude’s common stock during the period.

The fair market value of our total long term investment in Prelude as of March 31, 2026 and December 31, 2025 was $ 21.4 million and $ 18.1 million, respectively.

For the three and six months ended June 30, 2026, we recorded an unrealized gain of $ 11.9 million and $ 15.2 million, respectively based on the change in fair value of Prelude’s common stock during the period.

The fair market value of our total long term investment in Prelude as of June 30, 2026 and December 31, 2025 was $ 33.3 million and $ 18.1 million, respectively.

Prelude expects to advance the JAK2V617F program to pre-defined milestones.

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If we elect to not exercise our option to acquire the program, all JAK2V617F global program rights and interests would remain in the sole ownership and control of Prelude.

In May 2026, we entered into a License, Research and Collaboration Agreement with Genesis Molecular AI, Inc.

(“Genesis”), covering the building and deployment of artificial intelligence to accelerate the discovery of novel molecules for collaboration targets.

Under the terms of the agreement, we will identify targets and Genesis will subsequently use the Genesis Exploration of Molecular Space artificial intelligence platform to identify molecular structures directed at each target.

All preclinical costs related to the collaboration are subject to joint research plans.

We will be responsible for leading the clinical development and global commercialization efforts.

Based on the terms of the agreement, we paid Genesis a total of $ 120.0 million, comprised of an upfront non-refundable payment of $ 80.0 million plus a $ 40.0 million equity investment in Genesis.

In addition, Genesis is eligible to receive up to $ 135.0 million for the achievement of development milestones, up to $ 475.0 million for the achievement of regulatory milestones and up to $ 550.0 million for the achievement of sales milestones on the initial target programs.

The $ 80.0 million upfront payment was determined to be a prepayment for future research and development services and thus will be amortized over the five-year term of the agreement.

Research and development expenses during the three and six months ended June 30, 2026, includes $ 2.7 million relating to the amortization of this upfront payment.

Additionally, as of June 30, 2026, $ 16.0 million and $ 61.3 million were recorded in prepaid expenses and other current assets and other assets, net, respectively, on the condensed consolidated balance sheet relating to this upfront payment.

We purchased approximately 4.3 million shares of Genesis Series B-3 Preferred Stock for $ 40.0 million, at a price of $ 9.332 per share.

As there is no readily determinable fair value for the shares we hold in Genesis, we have elected to account for our investment using the measurement alternative under ASC 321 whereby our investment is measured at cost, less any impairment, and adjusted for observable price changes in orderly transactions for identical or similar securities of Genesis.

We monitor the investment for any observable price changes or impairment indicators.

Any subsequent changes in fair value of our investment will be recognized within gain (loss) on equity investments on our condensed consolidated statements of operations.

Given our intent to hold the investment for the foreseeable future, we have classified the investment within long term equity investments on the accompanying condensed consolidated balance sheets.

For the three months ended June 30, 2026, we did not identify any impairment or observable price changes related to our investment in Genesis.

Other Agreements

34 unchanged sentences

Other Comprehensive Income (Loss)

The following tables summarize the activity related to each component of accumulated other comprehensive income (loss) during the three months ended March 31, 2026 and 2025:

The following tables summarize the activity related to each component of accumulated other comprehensive income (loss) during the six months ended June 30, 2026 and 2025:

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

3 unchanged sentences

Net other comprehensive (loss) income ( 1,723 ) ( 4,485 ) 464 ( 5,744 )

Balances at March 31, 2026 $ 50,536 $ ( 491 ) $ ( 27,731 ) $ 22,314

Balances at June 30, 2026 $ 49,710 $ ( 2,491 ) $ ( 27,501 ) $ 19,718

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

1 unchanged sentence

Other comprehensive income before reclassifications 24,505 967 — 25,472

Net amount reclassified from accumulated other comprehensive income (loss) — — 512 512

Net amount reclassified from accumulated other comprehensive income — — 1,088 1,088

Net other comprehensive income 24,505 967 1,088 26,560

Balances at March 31 2025 $ 31,896 $ 1,277 $ ( 39,411 ) $ ( 6,238 )

Balances at June 30, 2025 $ 50,961 $ 1,313 $ ( 38,835 ) $ 13,439

Stock Compensation

7 unchanged sentences

A total of 2,000,000 shares of common stock are reserved for issuance pursuant to the 2024 Inducement Plan.

We recorded $ 64.1 million and $ 61.0 million of stock compensation expense on our condensed consolidated statements of operations for the three months ended March 31, 2026 and March 31, 2025, respectively.

Stock compensation expense included within our condensed consolidated statements of operations included research and development expense of $ 39.2 million and $ 36.7 million for the three months ended March 31, 2026 and 2025, respectively.

Stock compensation expense included within our condensed consolidated statements of operations also included selling, general and administrative expense of $ 24.0 million and $ 23.4 million for the three months ended March 31, 2026 and 2025, respectively.

Stock compensation expense included within our condensed consolidated statements of operations also included cost of sales of $ 0.9 million and $ 0.9 million, respectively, for the three months ended March 31, 2026 and 2025.

We recorded $ 67.3 million and $ 131.4 million of stock compensation expense on our condensed consolidated statements of operations for the three and six months ended June 30, 2026, respectively.

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.

Stock compensation expense included within our condensed consolidated statements of operations included research and development expense of $ 38.2 million, $ 77.4 million, $ 37.7 million and $ 74.4 million for the three and six months ended June 30, 2026 and 2025, respectively.

Stock compensation expense included within our condensed consolidated statements of operations also included selling, general and administrative expense of $ 28.2 million, $ 52.2 million, $ 26.1 million and $ 49.5 million for the three and six months ended June 30, 2026 and 2025, respectively.

Stock compensation expense included within our condensed consolidated statements of operations also included cost of sales of $ 0.9 million, $ 1.8 million, $ 0.8 million and $ 1.7 million, respectively, for the three and six months ended June 30, 2026 and 2025.

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 Three Months Ended

March 31, March 31,

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

June 30, June 30,

2026 2025 2026 2025 2026 2025 2026 2025

18 unchanged sentences

Options cancelled ( 238,870 ) $ 92.18

Balance at March 31, 2026 9,711,348 $ 85.07

Balance at June 30, 2026 8,983,500 $ 85.36

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.

5 unchanged sentences

RSUs granted 372,558 $ 102.78

PSUs granted 13,171 $ 116.63

Additional PSUs earned 63,187 $ 61.76

RSUs released ( 347,182 ) $ 69.02

2 unchanged sentences

PSUs cancelled ( 16,599 ) $ 84.44

Balance at March 31, 2026 9,117,132 $ 67.85

Balance at June 30, 2026 9,069,230 $ 68.20

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

6 unchanged sentences

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 months ended March 31, 2026 and March 31, 2025, we recorded $ 7.0 million and $ 3.1 million, respectively, of stock compensation expense for PSUs on our condensed consolidated statements of operations.

For the three and six months ended June 30, 2026, we recorded $ 8.4 million and $ 15.4 million, respectively, of stock compensation expense for PSUs on our condensed consolidated statements of operations.

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.

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

4 unchanged sentences

Options, RSUs and PSUs cancelled 528,074

Balance at March 31, 2026 8,789,580

Balance at June 30, 2026 8,715,218

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 March 31, 2026, was $ 24.3 million, which is expected to be recognized over the weighted average period of approximately 1.2 years.

Total compensation cost of RSUs granted but not yet vested, as of March 31, 2026, was $ 221.6 million, which is expected to be recognized over the weighted average period of approximately 1.4 years.

Total compensation cost of PSUs granted but not yet vested, as of March 31, 2026, was $ 32.5 million, which is expected to be recognized over the weighted average period of 2.1 years, should the underlying performance conditions be deemed probable of achievement.

For the three months ended March 31, 2026 and 2025, we recorded the following provisions for income taxes and effective tax rates as compared to our income before provision for income taxes (in thousands):

Total compensation cost of options granted but not yet vested, as of June 30, 2026, was $ 20.8 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, 2026, was $ 177.1 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, 2026, was $ 28.0 million, which is expected to be recognized over the weighted average period of 1.9 years, should the underlying performance conditions be deemed probable of achievement.

For the three and six months ended June 30, 2026 and 2025, 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

2026 2025 2026 2025

Income before provision for income taxes $ 751,514 $ 558,012 $ 1,095,114 $ 792,202

1 unchanged sentence

Effective tax rate 22.1 % 27.4 % 18.8 % 28.9 %

Our effective tax rate for the three months ended March 31, 2026 is lower than the U.S.

statutory rate primarily due to favorable changes in unrecognized tax benefits, tax benefits associated with the generation of tax credits and favorable foreign tax effects.

This is partially offset by a net increase in valuation allowances against certain U.S.

Our effective tax rates for the three and six months ended June 30, 2026 were favorably impacted by tax benefits associated with the generation of tax credits and foreign tax effects.

This was mostly offset by a net increase in valuation allowances against certain U.S.

federal and state deferred tax assets.

Our effective tax rate for the three months ended March 31, 2025 was higher than the U.S.

statutory rate primarily due to an increase in valuation allowances against certain U.S.

federal and state deferred tax assets and unfavorable foreign tax effects.

This was partially offset by tax benefits associated with the generation of tax credits and favorable effects of cross-border tax laws.

The effective tax rate for the three months ended March 31, 2026, was favorable as compared to the three months ended March 31, 2025, primarily due to the recognition of previously unrecognized tax benefits and reversals of certain U.S.

and foreign valuation allowances in the period ended March 31, 2026.

In addition, the effective tax rate for the three months ended March 31, 2026 reflects the favorable impacts of the One Big Beautiful Bill Act (“OBBBA”) discussed below.

In addition, our effective tax rate for the six months ended June 30, 2026 was favorably impacted by changes in unrecognized tax benefits.

Our effective tax rates for the three and six months ended June 30, 2025 were unfavorably impacted by an increase in valuation allowances against certain U.S.

federal and state deferred tax assets.

This was partially offset by tax rate benefits associated with the generation of tax credits and the effects of cross-border tax laws.

The effective tax rates for the three and six months ended June 30, 2026 were favorable as compared to the three and six months ended June 30, 2025 due to reversals of certain foreign valuation allowances and the impacts of the One Big Beautiful Bill Act (“OBBBA”) discussed below.

The effective tax rate for the six months ended June 30, 2026 was also favorably impacted as compared to the prior year due to the recognition of previously unrecognized tax benefits and reversals of certain U.S.

valuation allowances.

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

3 unchanged sentences

Significant disputes may arise with tax authorities involving issues such as the timing and amount of deductions, the use of tax credits and allocations of income and expenses among various tax jurisdictions because of differing interpretations of tax laws and regulations and relevant facts.

In the U.S., the statute of limitations remains open beginning with tax year 2021.

We were under U.S.

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Basic net income $ 585,605 $ 404,999 $ 888,935 $ 563,202

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Outstanding stock options and awards 2,337,323 12,368,632 2,325,579 11,955,851

4 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 months ended March 31, 2026 and March 31, 2025 was $ 6.4 million and $ 5.8 million, respectively.

Defined contribution expense for the three and six months ended June 30, 2026 was $ 6.3 million and $ 12.7 million, respectively.

Defined contribution expense for the three and six months ended June 30, 2025 was $ 5.7 million and $ 11.5 million, respectively.

Defined Benefit Pension Plans

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Service cost $ 4,043 $ 3,964 $ 8,130 $ 7,606

15 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 March 31, 2026 and December 31, 2025, we had no outstanding borrowings or letters of credit outstanding and were in compliance with all covenants under this facility.

As of June 30, 2026 and December 31, 2025, we had no outstanding borrowings or letters of credit outstanding 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.

We brought a lawsuit against the U.S.

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 March 31, 2026, we have accrued approximately $ 245.9 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 March 31, 2026 is approximately 8.4 %.

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.

We brought a lawsuit against CMS alleging that a regulation issued by CMS on the definition of “line extension” for purposes of the Medicaid rebate program was too broad and had the unintended consequence of treating OPZELURA as a “line extension” of JAKAFI under this program.

In the second quarter of 2026, we reached an agreement with CMS to resolve our litigation related to the application of Medicaid rebate rules to OPZELURA (ruxolitinib) cream.

Under the agreement, CMS will not apply the line extension regulation to OPZELURA as if it were a line extension of JAKAFI (ruxolitinib).

In the second quarter of 2026, we recorded a one-time, non-cash benefit of $ 246.0 million in net sales on the condensed consolidated statements of operations, associated with the reversal of previously established accrual balances through March 31, 2026, related to liabilities associated with the potential application of the line extension regulations to OPZELURA.

We will no longer accrue for the potential application of the line extension regulations to OPZELURA.

In addition, we have various patent disputes and litigation initiated by us related to potential generic or other competition for our products, as described under Part II, Item 1A.

13 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net sales $ 1,488,149 $ 1,059,414 $ 2,592,633 $ 1,981,688

4 unchanged sentences

Cost of sales (including definite-lived intangible amortization) 104,957 78,766 209,480 151,954

Contract dispute settlement — ( 242,251 ) — ( 242,251 )

Research and development - internal 1

7 unchanged sentences

Asset impairment and related disposal costs — — 23,214 —

(Gain) loss on change in fair value of acquisition-related contingent consideration ( 168 ) 11,572

Loss on change in fair value of acquisition-related contingent consideration 2,499 22,761 2,331 34,333

Other segment items 4

8 unchanged sentences

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

Three Months Ended March 31,

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

2026 2025 2026 2025

United States $ 1,560,110 $ 1,132,353 $ 2,731,578 $ 2,113,910

9 unchanged sentences

Total property and equipment, net $ 709,469 $ 730,885

Subsequent Event

On June 8, 2026, we entered into an agreement with Star Therapeutics LLC (“Star”) to acquire Vega Therapeutics, Inc.

(“Vega”), a wholly owned subsidiary of Star.

We completed the acquisition of Vega on July 6, 2026.

Vega is a clinical-stage drug development company developing novel antibody therapies for rare blood disorders, focusing on von Willebrand disease.

Based on the terms of the agreement, we acquired Vega for cash consideration of $ 1.25 billion, with up to $ 750.0 million in additional payments due to Star upon achievement of specified sales milestones.

We expect to account for the acquisition as an asset acquisition, as substantially all of the fair value of the assets acquired is concentrated in a single in-process research and development asset.

We expect to allocate substantially all of the upfront consideration to the in-process research and development asset and to record the expense within Research and development expense in our condensed consolidated statements of operations during the third quarter of 2026.

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