Neurocrine CEO sees PRSU shares vest, some withheld

NBIX’s CEO received vested performance-based stock awards, with a portion of the shares withheld to cover tax obligations rather than sold in the market.

Rhea-AI Filing Summary

NEUROCRINE BIOSCIENCES INC (NBIX) reported that Chief Executive Officer and director Kyle Gano had performance-based equity awards vest on September 11, 2026, resulting in acquisitions of 6,275 and 1,842 shares of common stock at no cost upon certification of a performance metric. On the same date, 3,386 and 994 shares were withheld by the company at $156.22 per share to satisfy tax withholding obligations on the vesting of these PRSUs; the filing states that no shares were sold and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Gano Kyle

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	6,275	$0.00	$0.00
Tax Withholding	Common Stock F3	3,386	$156.22	$529K
Grant/Award	Common Stock F1	1,842	$0.00	$0.00
Tax Withholding	Common Stock F3	994	$156.22	$155K

Holdings After Transaction: Common Stock — 154,728 shares (Direct)

Footnotes (3)

1. F1. The Reporting Person was previously granted performance restricted stock units (PRSUs) that vest upon the achievement of certain performance metrics, the achievement of one of which was certified on September 11, 2026.
2. F2. Includes an aggregate of 176 shares purchased on February 27, 2026 from the Neurocrine Biosciences, Inc. 2018 Employee Stock Purchase Plan.
3. F3. Shares withheld by Neurocrine Biosciences, Inc. (the "Company" or "Issuer") to satisfy tax withholding requirements on vesting of PRSUs. No shares were sold.

Key Figures

PRSUs vested into shares: 6,275 shares Additional PRSUs vested into shares: 1,842 shares Shares withheld for taxes: 3,386 shares +3 more

6 metrics

PRSUs vested into shares 6,275 shares Common stock acquired on September 11, 2026 upon PRSU performance certification

Additional PRSUs vested into shares 1,842 shares Second grant of common stock acquired on September 11, 2026 from PRSU vesting

Shares withheld for taxes 3,386 shares Common stock withheld on September 11, 2026 to satisfy tax withholding on PRSU vesting

Additional shares withheld for taxes 994 shares Common stock withheld on September 11, 2026 to satisfy tax withholding on PRSU vesting

Tax withholding price $156.22 per share Price used for shares withheld to satisfy tax obligations on September 11, 2026

ESPP shares included in holdings 176 shares Shares purchased on February 27, 2026 under the 2018 Employee Stock Purchase Plan

Key Terms

performance restricted stock units (PRSUs), tax withholding requirements, Employee Stock Purchase Plan

3 terms

performance restricted stock units (PRSUs) financial

"previously granted performance restricted stock units (PRSUs) that vest upon the achievement"

tax withholding requirements financial

"Shares withheld by Neurocrine Biosciences, Inc. to satisfy tax withholding requirements"

Employee Stock Purchase Plan financial

"purchased on February 27, 2026 from the Neurocrine Biosciences, Inc. 2018 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did NBIX CEO Kyle Gano receive in this Form 4?

Kyle Gano acquired 6,275 and 1,842 NBIX common shares on September 11, 2026 through vesting of performance restricted stock units (PRSUs) at no cash cost, following certification that a performance metric had been achieved.

How many NBIX shares were withheld for taxes in this Form 4?

A total of 3,386 and 994 NBIX common shares were withheld on September 11, 2026 at $156.22 per share to satisfy tax withholding requirements on vesting PRSUs. The filing states these were withholding transactions and that no shares were sold.

Were any NBIX shares actually sold by the CEO in this Form 4?

No. The filing explains that the reported dispositions are shares withheld by Neurocrine Biosciences, Inc. to satisfy tax withholding requirements on vesting PRSUs, and explicitly notes that no shares were sold.

Was a Rule 10b5-1 trading plan used for these NBIX transactions?

No. The Form 4’s Rule 10b5-1 checkbox is not marked as an affirmative plan, and the footnotes do not describe any Rule 10b5-1 or pre-arranged trading plan for these NBIX transactions.

What prior NBIX share purchases are referenced in this Form 4?

A footnote states that the CEO’s holdings include an aggregate of 176 shares purchased on February 27, 2026 through the Neurocrine Biosciences, Inc. 2018 Employee Stock Purchase Plan, which are included in the reported ownership.

What triggers the vesting of the NBIX PRSUs reported here?

The PRSUs vest upon achievement of specified performance metrics. The company certified achievement of one such metric on September 11, 2026, which led to the vesting events and corresponding share acquisitions reported in this Form 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 05:05 PM Accepted by SEC EDGAR 09/15/2026 - 05:05 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 CALIFORNIA 92130

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026

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

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

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

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	09/11/2026		A(1)		6,275	A	$0	157,266(2)	D
Common Stock	09/11/2026		F(3)		3,386	D	$156.22	153,880	D
Common Stock	09/11/2026		A(1)		1,842	A	$0	155,722	D
Common Stock	09/11/2026		F(3)		994	D	$156.22	154,728	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

Explanation of Responses:

1. The Reporting Person was previously granted performance restricted stock units (PRSUs) that vest upon the achievement of certain performance metrics, the achievement of one of which was certified on September 11, 2026.

2. Includes an aggregate of 176 shares purchased on February 27, 2026 from the Neurocrine Biosciences, Inc. 2018 Employee Stock Purchase Plan.

3. Shares withheld by Neurocrine Biosciences, Inc. (the "Company" or "Issuer") to satisfy tax withholding requirements on vesting of PRSUs. No shares were sold.

Remarks:

	/s/ Darin Lippoldt, Attorney-in-Fact	09/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)