Form 4: Gano Kyle reports multiple insider transactions in NBIX

Rhea-AI Filing Summary

Gano Kyle reported multiple insider transaction types in a Form 4 filing for NBIX. The filing lists transactions totaling 174,989 shares at a weighted average price of $123.87 per share. Following the reported transactions, holdings were 4,484 shares.

SEC Form 4

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^*

Gano Kyle

(Last) (First) (Middle)

6027 EDGEWOOD BEND CT.

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEUROCRINE BIOSCIENCES INC [ NBIX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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).
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FAQ

What insider transactions did NBIX CEO Kyle Gano report in February 2026?

Kyle Gano reported RSU vestings, performance-based RSU payouts, and new equity grants. He acquired common stock through RSU conversions, received a large stock option and a new RSU award, while certain shares were withheld only to satisfy tax obligations, with footnotes confirming no market sales occurred.

Did the NBIX CEO sell any Neurocrine Biosciences shares in this Form 4 filing?

The filing states no shares were sold. Shares marked with code F were withheld by Neurocrine Biosciences solely to satisfy tax withholding requirements on vested RSUs and performance RSUs. These withholdings reduce net shares delivered but are not open-market or discretionary sales by the CEO.

What new stock option grant did NBIX award to its CEO Kyle Gano?

On February 13, 2026, Kyle Gano received a stock option covering 114,830 shares of Neurocrine Biosciences common stock at an exercise price of $124.12. One forty-eighth of the option vests and becomes exercisable on March 13, 2026, with an additional one forty-eighth vesting monthly thereafter.

How do the new restricted stock units for the NBIX CEO vest over time?

The new RSU grant of 20,142 units vests in four equal annual installments. One quarter of the units will vest on each of February 13, 2027, February 13, 2028, February 13, 2029, and February 13, 2030, subject to the applicable award terms and conditions.

What happened with Kyle Gano’s performance RSUs in this NBIX Form 4?

Performance RSUs granted on May 19, 2023 vested based on three-year performance metrics through December 31, 2025. Effective February 13, 2026, the company certified results, and the PRSUs vested at 125% of the target share level, increasing the number of shares delivered to the CEO.

Which existing RSU awards for the NBIX CEO vested in February 2026?

RSUs granted in 2023, 2024, and 2025 partially vested in February 2026. These include tranches of 4,907 shares, 2,241 shares, and 2,566 shares vesting on specific February 12–13 dates, with remaining tranches scheduled to vest annually through February 2029 or 2027, depending on the grant.