Neurocrine Biosciences (NBIX) CEO logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

Neurocrine Biosciences Chief Executive Officer Kyle Gano reported routine equity compensation activity. On January 31, 2026, 2,927 restricted stock units vested and were converted into an equal number of common shares at an exercise price of $0, reflecting previously granted stock awards.

On the same date, 1,580 common shares were withheld by Neurocrine Biosciences at a price of $136.06 per share to cover tax withholding obligations related to this vesting, and the filing states that no shares were sold. Following these transactions, Gano directly owned 141,754 shares of Neurocrine Biosciences common stock.

Insider Trade Summary

2,927 shares exercised/converted

Mixed 3 txns

Insider Gano Kyle

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	2,927	$0.00	--
Exercise	Common Stock	2,927	$0.00	--
Tax Withholding	Common Stock	1,580	$136.06	$215K

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 143,334 shares (Direct)

Footnotes (1)

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. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. This RSU was granted to the Reporting Person on January 31, 2022. In accordance with the terms of the RSU, the award vested as to 2,926 shares on January 31, 2023, vested as to 2,926 shares on January 31, 2024, vested as to 2,927 shares on January 31, 2025, and vested as to 2,927 shares on January 31, 2026, subject to the terms and conditions of the award.

Form 4 Insider Transactions: What Each Field Means →

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

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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)
01/31/2026

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	01/31/2026		M		2,927	A	$0	143,334	D
Common Stock	01/31/2026		F		1,580(1)	D	$136.06	141,754	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)	01/31/2026		M			2,927	(3)	(3)	Common Stock	2,927	$0	0	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 January 31, 2022. In accordance with the terms of the RSU, the award vested as to 2,926 shares on January 31, 2023, vested as to 2,926 shares on January 31, 2024, vested as to 2,927 shares on January 31, 2025, and vested as to 2,927 shares on January 31, 2026, subject to the terms and conditions of the award.

Remarks:

	/s/ Darin Lippoldt, Attorney-in-Fact	02/03/2026
	** 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.

FAQ

What insider transactions did NBIX CEO Kyle Gano report on January 31, 2026?

Kyle Gano reported the vesting of 2,927 restricted stock units into common stock at an exercise price of $0. These units were part of a prior award that vested over four years according to its original terms and conditions.

Were any Neurocrine Biosciences (NBIX) shares sold in this Form 4 filing?

No shares were sold in this filing. The company withheld 1,580 common shares at $136.06 per share solely to satisfy tax withholding obligations triggered by the vesting of restricted stock units.

How many NBIX shares does CEO Kyle Gano own after the reported transactions?

After the reported transactions, Kyle Gano directly owned 141,754 shares of Neurocrine Biosciences common stock. This figure reflects the RSU vesting and the share withholding for taxes reported as of January 31, 2026.

What was the source of the 2,927 NBIX common shares acquired by Kyle Gano?

The 2,927 common shares came from the vesting of an existing restricted stock unit award. Each RSU represented a right to receive one share of common stock, and the units converted at an exercise price of $0 on January 31, 2026.

What is the vesting schedule of the RSU grant reported by NBIX CEO Kyle Gano?

The RSU grant was made on January 31, 2022 and vested in four annual installments: 2,926 shares on January 31, 2023 and 2024, and 2,927 shares on January 31, 2025 and 2026, subject to the award’s terms and conditions.

How are restricted stock units (RSUs) described in this NBIX Form 4 filing?

Each restricted stock unit is described as a contingent right to receive one share of Neurocrine Biosciences common stock. RSUs convert into shares upon vesting, consistent with the terms defined in the award agreement.