Chief Executive Officer Gano Kyle converted options into 9,714 shares, covered exercise/tax liability with 10,621 shares and was granted 9,968 shares, increasing direct ownership by 6% to 150,815 units (SEC Form 4)
$NBIX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEUROCRINE BIOSCIENCES INC [ NBIX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/12/2026 | M | 4,907 | A | $0 | 146,661 | D | |||
| Common Stock | 02/12/2026 | F | 2,648(1) | D | $123.1 | 144,013 | D | |||
| Common Stock | 02/13/2026 | M | 2,241 | A | $0 | 146,254 | D | |||
| Common Stock | 02/13/2026 | F | 1,210(1) | D | $124.12 | 145,044 | D | |||
| Common Stock | 02/13/2026 | M | 2,566 | A | $0 | 147,610 | D | |||
| Common Stock | 02/13/2026 | F | 1,385(1) | D | $124.12 | 146,225 | D | |||
| Common Stock | 02/13/2026 | A | 9,968(2) | A | $0 | 156,193 | D | |||
| Common Stock | 02/13/2026 | F | 5,378(1) | D | $124.12 | 150,815 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (3) | 02/12/2026 | M | 4,907 | (4) | (4) | Common Stock | 4,907 | $0 | 14,721 | D | ||||
| Restricted Stock Unit | (3) | 02/13/2026 | M | 2,241 | (5) | (5) | Common Stock | 2,241 | $0 | 4,484 | D | ||||
| Restricted Stock Unit | (3) | 02/13/2026 | M | 2,566 | (6) | (6) | Common Stock | 2,566 | $0 | 2,566 | D | ||||
| Stock Option | $124.12 | 02/13/2026 | A | 114,830 | (7) | 02/13/2036 | Common Stock | 114,830 | $0 | 114,830 | D | ||||
| Restricted Stock Unit | (3) | 02/13/2026 | A | 20,142 | (8) | (8) | Common Stock | 20,142 | $0 | 20,142 | D | ||||
| Explanation of Responses: |
| 1. Shares withheld by Neurocrine Biosciences, Inc. (the "Company" or "Issuer") to satisfy tax withholding requirements on vesting of restricted stock units ("RSUs") or performance restricted stock units ("PRSUs"), as applicable. No shares were sold. |
| 2. On May 19, 2023, the Reporting Person was granted PRSUs representing the right to receive shares of the Issuer's common stock based upon the achievement of specified performance metrics over the three-year performance period ending on December 31, 2025. Effective February 13, 2026, the achievement of the applicable performance metrics and the resulting payout level were certified, and, as a result of such certification, the PRSUs vested at 125% of the target number of shares subject to the award. |
| 3. Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
| 4. This RSU was granted to the Reporting Person on February 12, 2025. In accordance with the terms of the RSU, the award vested as to 4,907 shares on February 12, 2026, and will vest as to 4,907 shares on February 12, 2027, 4,907 shares on February 12, 2028, and 4,907 shares on February 12, 2029, subject to the terms and conditions of the award. |
| 5. This RSU was granted to the Reporting Person on February 13, 2024. In accordance with the terms of the RSU, the award vested as to 2,241 shares on February 13, 2025, vested as to 2,241 shares on February 13, 2026, and will vest as to 2,242 shares on February 13, 2027, and 2,242 shares on February 13, 2028, subject to the terms and conditions of the award. |
| 6. This RSU was granted to the Reporting Person on February 13, 2023. In accordance with the terms of the RSU, the award vested as to 2,566 shares on February 13, 2024, vested as to 2,566 shares on February 13, 2025, vested as to 2,566 shares on February 13, 2026, and will vest as to 2,566 shares on February 13, 2027, subject to the terms and conditions of the award. |
| 7. Represents option of which 1/48th of the shares underlying the option becomes vested and exercisable on March 13, 2026 and an additional 1/48th of the shares underlying the option becomes vested and exercisable each month thereafter. |
| 8. The Restricted Stock Units will vest annually at 1/4 of the units vesting on each of February 13, 2027, February 13, 2028, February 13, 2029, and February 13, 2030. |
| Remarks: |
| /s/ Darin Lippoldt, Attorney-in-Fact | 02/17/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||