NBIX insider exercised options and sold 106,322 shares under 10b5-1 plan

Rhea-AI Filing Summary

Dr. Kevin Charles Gorman, a director of Neurocrine Biosciences (NBIX), exercised 106,322 non-qualified stock options with an exercise price of $35.99 and sold 106,322 resulting shares on 08/07/2025. The sales were effected by a broker under a Rule 10b5-1 trading plan adopted on February 24, 2025, at a weighted-average price of $126.4111 per share (sales ranged $124.80–$129.03). After the transactions, Dr. Gorman beneficially owns 514,596 shares; 514,596 of the outstanding shares are held by the Gorman and Blais Family Trust, of which he has voting and investment power. The options were granted on February 5, 2016, vested in monthly installments, and were due to expire on February 5, 2026. The disposition was effected pursuant to the pre-arranged 10b5-1 plan and the issuer’s policy prevents amendment of that plan after adoption.

Positive

• Sale was executed under a Rule 10b5-1 trading plan, indicating the transactions were pre-arranged rather than opportunistic.
• Filing discloses the weighted-average sale price and the range of execution prices, providing transparent pricing information.

Negative

• Reporting person disposed of 106,322 shares, reducing beneficial ownership from 620,918 to 514,596.
• A substantial portion of the exercised option shares were sold immediately, which may be viewed negatively by some investors monitoring insider selling.

Insights

Financial Analyst

TL;DR: Director exercised options and immediately sold the shares under a pre-set 10b5-1 plan at a high weighted-average price.

The Form 4 shows an exercise of 106,322 options at $35.99 and subsequent sale of the same number of shares on 08/07/2025 under a Rule 10b5-1 trading plan adopted 02/24/2025. Sales executed at a weighted-average price of $126.4111 (range $124.80–$129.03), reducing the reporting person’s beneficial ownership from 620,918 to 514,596. This is a routine exercise-and-sell under a pre-arranged plan, so the transaction alone is unlikely to change the company’s fundamentals.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan and a non-amendable issuer policy points to a pre-planned, governance-compliant insider sale.

The filing explicitly states the sale was executed by a broker pursuant to a Rule 10b5-1 plan adopted 02/24/2025 and that issuer policy restricts amending that plan after adoption. The disclosure also details the option grant date (02/05/2016) and expiration (02/05/2026), which supports transparency about the origin of the sold shares. From a governance perspective, the clear disclosure of the plan and price range is a positive compliance signal for investors monitoring insider selling practices.

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).

X

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^*

GORMAN KEVIN CHARLES

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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	08/07/2025		M		106,322	A	$35.99	620,918	D
Common Stock	08/07/2025		S(1)		106,322	D	$126.4111(2)	514,596(3)	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
Non-Qualified Stock Option	$35.99	08/07/2025		M			106,322	(4)	02/05/2026	Common Stock	106,322	$0	0	D

Explanation of Responses:

1. The disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth in a Rule 10b5-1 trading plan adopted by the Reporting Person on February 24, 2025. Additionally, Issuer policy restricts the Reporting Person from amending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan.

2. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $124.80 to $129.03. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range

3. 514,596 of the outstanding shares are held by the Gorman and Blais Family Trust, of which Dr. Gorman has voting and investment power.

4. The option was granted February 5, 2016 and vested in 48 equal monthly installments beginning on March 5, 2016. These options were due to expire on February 5, 2026.

Remarks:

	/s/ Darin Lippoldt, Attorney-in-Fact	08/11/2025
	** 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.

FAQ

What did NBIX director Kevin Charles Gorman do on 08/07/2025?

He exercised 106,322 non-qualified stock options at $35.99 and sold 106,322 resulting shares on 08/07/2025.

At what price were the NBIX shares sold by the director?

The shares were sold at a weighted-average price of $126.4111 per share, with executions ranging from $124.80 to $129.03.

Were the sales part of a pre-arranged trading plan for NBIX insider sales?

Yes. The disposition was effected by a broker pursuant to a Rule 10b5-1 trading plan adopted on February 24, 2025.

How many NBIX shares does Dr. Gorman beneficially own after the transaction?

Following the reported transactions, Dr. Gorman beneficially owns 514,596 shares.

What is known about the exercised options' origin and expiration?

The options were granted on February 5, 2016, vested in 48 monthly installments beginning March 5, 2016, and were due to expire on February 5, 2026.