| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| BAKER BROS. ADVISORS LP | Director, 10%+ Owner | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing | 2025-06-12 | 0001263508 |
| 667, L.P. | Director, 10%+ Owner | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing | 2025-06-12 | 0001551139 |
| Baker Bros. Advisors (GP) LLC | Director, 10%+ Owner | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | /s/ Julian C. Baker | 2025-06-12 | 0001580575 |
| Baker Brothers Life Sciences LP | Director, 10%+ Owner | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing | 2025-06-12 | 0001363364 |
| BAKER FELIX | Director, 10%+ Owner | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P.,pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., /s/ Name: Scott L. Lessing, Title: President | 2025-06-12 | 0001087940 |
| BAKER JULIAN | Director, 10%+ Owner | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | /s/ Felix J. Baker | 2025-06-12 | 0001087939 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | INCY | Common Stock | Award | $0 | +2.52K | +0.09% | $0.00 | 2.82M | 10 Jun 2025 | See Footnotes | F1, F2, F3, F4, F5, F6, F7, F8 |
| transaction | INCY | Common Stock | Award | $0 | +2.52K | +0.01% | $0.00 | 28.2M | 10 Jun 2025 | See Footnotes | F1, F3, F4, F5, F6, F7, F8, F9 |
| holding | INCY | Common Stock | 279K | 10 Jun 2025 | Direct | F10 | |||||
| holding | INCY | Common Stock | 281K | 10 Jun 2025 | Direct | F11 | |||||
| holding | INCY | Common Stock | 33.4K | 10 Jun 2025 | See Footnotes | F12 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | INCY | Non- Qualified Stock Options (right to buy) | Award | $0 | +9.22K | $0.00 | 9.22K | 10 Jun 2025 | Common Stock | 9.22K | $70.07 | See Footnotes | F2, F3, F4, F6, F7, F8, F13 | |
| transaction | INCY | Non- Qualified Stock Options (right to buy) | Award | $0 | +9.22K | $0.00 | 9.22K | 10 Jun 2025 | Common Stock | 9.22K | $70.07 | See Footnotes | F3, F4, F6, F7, F8, F9, F13 |
| Id | Content |
|---|---|
| F1 | Includes 2,518 restricted stock units (each an "RSU") payable solely in common stock ("Common Stock") of Incyte Corporation (the "Issuer") granted by the Issuer to Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP"), on June 10, 2025, pursuant to the Issuer's Amended and Restated 2010 Stock Incentive Plan (the "Incentive Plan"). The RSUs fully vest on the earlier of June 10, 2026, the date of the next annual meeting of stockholders of the Issuer or upon a change in control as defined in the Incentive Plan, subject to Julian C. Baker's continuous service on the board of directors of the Issuer (the "Board") through the vesting date. Julian C. Baker serves on 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. |
| F2 | After giving effect to the transactions 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 and the non-qualified options to purchase Common Stock of the Issuer ("Stock Options") reported in column 9 of Table II 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. |
| F3 | 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 or held for the benefit of the Funds. 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 or held 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 or held for the benefit of the Funds. |
| F4 | Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or held 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. |
| F5 | Includes beneficial ownership of 13,476 shares of Common Stock previously issued to Julian C. Baker pursuant to the Incentive Plan in lieu of director retainer fees, 12,204 shares of Common Stock received previously from vested RSUs and 230,000 shares of Common Stock received previously from the exercise of 230,000 Stock Options that were issued to Julian C. Baker in his capacity as a director of the Issuer, each of which the Funds are deemed to own a portion. |
| F6 | 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. |
| F7 | Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs. |
| F8 | The acquisitions of the RSUs and Stock Options reported on this form represent grants to Julian C. Baker of 2,518 RSUs on Table I and 9,216 Stock Options on Table II. These grants of 2,518 RSUs and 9,216 Stock Options for Julian C. Baker are reported for each of the Funds as each has an indirect pecuniary interest in such securities. |
| F9 | After giving effect to the transactions 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 and the Stock Options reported in column 9 of Table II 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. |
| F10 | Common Stock directly held by Julian C. Baker. |
| F11 | Common Stock directly held by Felix J. Baker. |
| F12 | Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 33,410 shares of Common Stock directly held by FBB Associates. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| F13 | Includes 9,216 Stock Options granted by the Issuer to Julian C. Baker on June 10, 2025, pursuant to the Incentive Plan. The Stock Options have a strike price of $70.07 and vest on the earlier of June 10, 2026, the date of the next annual meeting of stockholders of the Issuer or upon a change in control as defined in the Incentive Plan, subject to Julian C. Baker's continuous service on the Board through the vesting date. The Stock Options expire on June 9, 2035. |
Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC, the sole general partner of Baker Bros. Advisors LP, is a director of Incyte Corporation (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Julian C. Baker are deemed directors by deputization of the Issuer.