Neurocrine CMO RSUs Vest; Shares Withheld for Taxes

Neurocrine Biosciences’ Chief Medical Officer Sanjay Keswani reported routine equity-compensation activity.

Rhea-AI Filing Summary

Neurocrine Biosciences’ Chief Medical Officer Sanjay Keswani reported routine equity-compensation activity. On June 2 2026, 3,212 restricted stock units (RSUs) vested, each converting into one share of common stock. To cover tax withholding on this vesting, 1,733 shares were withheld by the company at $154.84 per share; no shares were sold on the market.

The RSU grant, originally awarded on June 2 2025, vests over four years: 3,212 shares vested on June 2 2026 and further tranches of 3,212, 3,211 and 3,211 shares are scheduled to vest annually through June 2 2029, subject to award conditions.

Insights

Equity compensation analyst

Routine RSU vesting with tax withholding, no open-market trading.

The transactions show RSUs vesting into 3,212 common shares and a simultaneous tax-withholding disposition of 1,733 shares at $154.84. Footnotes clarify these shares were withheld by the issuer to satisfy taxes, and that no shares were sold in the market.

This pattern is typical for executive compensation and does not change cash exposure through discretionary buying or selling. Remaining RSU tranches are scheduled to vest annually through June 2 2029, contingent on the grant’s terms, so future filings may reflect additional routine vesting events.

Insider Trade Summary

3,212 shares exercised/converted

Exercise 3 txns

Insider Keswani Sanjay Chandru

Role Chief Medical Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	3,212	$0.00	$0.00
Exercise	Common Stock	3,212	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,733	$154.84	$268K

Holdings After Transaction: Restricted Stock Unit — 9,634 contracts (Direct); Common Stock — 1,479 shares (Direct)

Footnotes (3)

1. F1. Shares withheld by Neurocrine Biosciences, Inc. (the "Company" or "Issuer") to satisfy tax withholding requirements on vesting of restricted stock units ("RSUs"). No shares were sold.
2. F2. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
3. F3. This RSU was granted to the Reporting Person on June 2, 2025. In accordance with the terms of the RSU, the award vested as to 3,212 shares on June 2, 2026, and will vest as to 3,212 shares on June 2, 2027, 3,211 shares on June 2, 2028, and 3,211 shares on June 2, 2029, subject to the terms and conditions of the award.

FAQ

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

What did Neurocrine Biosciences (NBIX) CMO Sanjay Keswani report in this Form 4?

He reported RSU-based equity compensation activity. On June 2 2026, 3,212 restricted stock units vested into common shares and 1,733 shares were withheld by Neurocrine Biosciences to cover tax obligations, with no open-market share sales reported.

Were any Neurocrine Biosciences (NBIX) shares sold on the market in this Form 4?

No. Footnotes state the 1,733 shares were withheld by Neurocrine Biosciences solely to satisfy tax withholding requirements on RSU vesting. This tax-withholding disposition is not an open-market sale and does not represent discretionary selling by the executive.

How many Neurocrine Biosciences (NBIX) RSUs vested for the CMO on June 2 2026?

A total of 3,212 restricted stock units vested on June 2 2026. Each RSU converts into one share of Neurocrine Biosciences common stock, increasing the executive’s share-based holdings as part of his long-term incentive compensation package.

What price was used for the Neurocrine Biosciences (NBIX) tax withholding shares?

The company used a price of $154.84 per share for the 1,733 shares withheld to satisfy tax obligations. This figure reflects the value applied for tax withholding on the RSU vesting, not a separate open-market sale price.

What is the vesting schedule for the CMO’s Neurocrine Biosciences (NBIX) RSU grant?

The RSU grant issued June 2 2025 vests in four annual tranches: 3,212 shares vested June 2 2026, and additional tranches of 3,212, 3,211 and 3,211 shares are scheduled to vest on June 2 of 2027, 2028 and 2029, subject to award conditions.

Does this Neurocrine Biosciences (NBIX) Form 4 indicate discretionary buying or selling by the CMO?

It does not indicate discretionary trading. The filing reflects RSU vesting and related tax-withholding shares only. According to the footnotes, the withheld 1,733 shares covered tax liabilities, and no shares were sold on the open market by the executive.

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

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Accepted by SEC EDGAR 06/04/2026 - 05:54 PM EDT 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^*

Keswani Sanjay Chandru

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

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	06/02/2026		M		3,212	A	$0	3,212	D
Common Stock	06/02/2026		F		1,733(1)	D	$154.84	1,479	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	(2)	06/02/2026		M			3,212	(3)	(3)	Common Stock	3,212	$0	9,634	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"). No shares were sold.

2. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

3. This RSU was granted to the Reporting Person on June 2, 2025. In accordance with the terms of the RSU, the award vested as to 3,212 shares on June 2, 2026, and will vest as to 3,212 shares on June 2, 2027, 3,211 shares on June 2, 2028, and 3,211 shares on June 2, 2029, subject to the terms and conditions of the award.

Remarks:

	/s/ Darin Lippoldt, Attorney-in-Fact	06/04/2026
	** 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)