INCY · Incyte Corp

Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.

Including the July 16, 2026 grant, this includes an aggregate of 13,070 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.

Including the July 16, 2026 grant, this includes an aggregate of 183,200 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance stock units that have not vested.

Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.

Including the July 16, 2026 grant, this includes an aggregate of 74,327 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.

Including the July 16, 2026 grant, this includes an aggregate of 178,883 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance stock units that have not vested.

Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.

Including the July 16, 2026 grant, this includes an aggregate of 16,861 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.

Including the July 16, 2026 grant, this includes an aggregate of 11,497 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years. Remarks:

Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ("TSR") over a three-year performance period beginning on January 1, 2026 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer.

The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years. Remarks:

Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.

Including the July 16, 2026 grant, this includes an aggregate of 16,824 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years. Remarks:

Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.

Including the July 16, 2026 grant, this includes an aggregate of 29,338 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance stock units that have not vested.

The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years. Remarks:

Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ("TSR") over a three-year performance period beginning on January 1, 2026 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer.

Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ("TSR") over a three-year performance period beginning on January 1, 2026 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer.

Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ("TSR") over a three-year performance period beginning on January 1, 2026 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer.

Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ("TSR") over a three-year performance period beginning on January 1, 2026 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer.

The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years. Remarks:

The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years. Remarks:

The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years. Remarks:

The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years. Remarks:

Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ("TSR") over a three-year performance period beginning on January 1, 2026 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer.

Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis.

Including the July 16, 2026 grant, this includes an aggregate of 71,797 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ("TSR") over a three-year performance period beginning on January 1, 2026 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer.

Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ("TSR") over a three-year performance period beginning on January 1, 2026 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer.

The July 16, 2026 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years. Remarks:

Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of restricted stock units previously reported in Table I as common stock.

Includes an aggregate of 53,621 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of RSUs or earned performance shares previously reported in Table I as common stock.

This includes an aggregate of 19,540 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.

Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of restricted stock units previously reported in Table I as common stock.

This includes an aggregate of 63,940 shares of common stock issuable pursuant to previously reported RSUs that have not vested.

Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of restricted stock units previously reported in Table I as common stock.

This includes an aggregate of 10,236 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of RSUs or earned performance shares previously reported in Table I as common stock.

This includes an aggregate of 169,797 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.

Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of restricted stock units previously reported in Table I as common stock.

Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of RSUs or earned performance shares previously reported in Table I as common stock.

Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of RSUs or earned performance shares previously reported in Table I as common stock.

Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of restricted stock units previously reported in Table I as common stock.

Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of restricted stock units previously reported in Table I as common stock.

Includes an aggregate of 58,730 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of RSUs or earned performance shares previously reported in Table I as common stock.

This includes an aggregate of 73,591 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.

Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of restricted stock units previously reported in Table I as common stock.

This includes an aggregate of 14,128 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of RSUs or earned performance shares previously reported in Table I as common stock.

This includes an aggregate of 152,076 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.

Restricted shares issued to the Reporting Person under the Issuer's Amended and Restated 2010 Stock Incentive Plan in lieu of quarterly director retainer fees pursuant to an election by the Reporting Person intended to comply with Rule 10b5-1. Restricted shares are fully vested.

This includes an aggregate of 1,642 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

Includes 400 shares of common stock ("Common Stock") of Incyte Corporation (the "Issuer") issued to Julian C. Baker pursuant to the Issuer's Amended and Restated 2010 Stock Incentive Plan (the "Stock Incentive Plan") in lieu of quarterly director retainer fees of $40,500. The shares of Common Stock are fully vested. Julian C. Baker serves on the Issuer's board of directors (the "Board") as a representative of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons.

Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds.

Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

Includes beneficial ownership of 15,105 shares of Common Stock previously issued to Julian C. Baker pursuant to the Stock Incentive Plan in lieu of director retainer fees, 14,722 shares of Common Stock received previously from vested restricted stock units payable solely in Common Stock (each an "RSU"), 1,642 shares of Common Stock underlying unvested RSUs and 245,000 shares of Common Stock received previously from the exercise of 245,000 non-qualified stock options exercisable solely into Common Stock ("Stock Options") that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the Funds are deemed to own a portion.

Pursuant to the policies of the Adviser, Julian C. Baker does not have a right to any of the Issuer's securities issued as compensation for his service on the Board, and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in such securities. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock, Stock Options, Common Stock issued upon exercise of Stock Options, RSUs and Common Stock received upon vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such Board service.

Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Common Stock received in lieu of director retainer fees, Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs.

The acquisitions of RSUs reported on this form represent a single grant of 400 RSUs on Table I. The 400 RSUs are reported for each of the Funds as each has an indirect pecuniary interest in such securities.

After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

Includes 400 shares of common stock ("Common Stock") of Incyte Corporation (the "Issuer") issued to Julian C. Baker pursuant to the Issuer's Amended and Restated 2010 Stock Incentive Plan (the "Stock Incentive Plan") in lieu of quarterly director retainer fees of $40,500. The shares of Common Stock are fully vested. Julian C. Baker serves on the Issuer's board of directors (the "Board") as a representative of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons.

After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds.

Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

Includes beneficial ownership of 15,105 shares of Common Stock previously issued to Julian C. Baker pursuant to the Stock Incentive Plan in lieu of director retainer fees, 14,722 shares of Common Stock received previously from vested restricted stock units payable solely in Common Stock (each an "RSU"), 1,642 shares of Common Stock underlying unvested RSUs and 245,000 shares of Common Stock received previously from the exercise of 245,000 non-qualified stock options exercisable solely into Common Stock ("Stock Options") that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the Funds are deemed to own a portion.

Pursuant to the policies of the Adviser, Julian C. Baker does not have a right to any of the Issuer's securities issued as compensation for his service on the Board, and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in such securities. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock, Stock Options, Common Stock issued upon exercise of Stock Options, RSUs and Common Stock received upon vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such Board service.

Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Common Stock received in lieu of director retainer fees, Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs.

The acquisitions of RSUs reported on this form represent a single grant of 400 RSUs on Table I. The 400 RSUs are reported for each of the Funds as each has an indirect pecuniary interest in such securities.

Restricted shares issued to the Reporting Person under the Issuer's Amended and Restated 2010 Stock Incentive Plan in lieu of quarterly director retainer fees pursuant to an election by the Reporting Person intended to comply with Rule 10b5-1. Restricted shares are fully vested.

Including this grant, this includes an aggregate of 1,642 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

This award of restricted stock units ("RSUs") vests in full on the first anniversary of the date of grant or, if earlier, the date of the next regular annual meeting of the Company's stockholders or upon a change of control (as defined in the RSU plan). The RSUs may be settled only for shares of common stock on a one-for-one basis.

Including this grant, this includes an aggregate of 1,642 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

This award of restricted stock units ("RSUs") vests in full on the first anniversary of the date of grant or, if earlier, the date of the next regular annual meeting of the Company's stockholders or upon a change of control (as defined in the RSU plan). The RSUs may be settled only for shares of common stock on a one-for-one basis.

Including this grant, this includes an aggregate of 1,642 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

This option vests in full on the first anniversary of the date of grant, or if earlier, the date of the next regular annual meeting of the Company's stockholders or upon change of control (as defined in the option plan).

This award of restricted stock units ("RSUs") vests in full on the first anniversary of the date of grant or, if earlier, the date of the next regular annual meeting of the Company's stockholders or upon a change of control (as defined in the RSU plan). The RSUs may be settled only for shares of common stock on a one-for-one basis.

Including this grant, this includes an aggregate of 1,642 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.