Form 4: GORMAN KEVIN CHARLES reports multiple insider transactions in NBIX

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GORMAN KEVIN CHARLES reported multiple insider transaction types in a Form 4 filing for NBIX. The filing lists transactions totaling 125,991 shares at a weighted average price of $124.12 per share. Following the reported transactions, holdings were 11,208 shares.

Insider Trade Summary

10,981 shares exercised/converted

Mixed 8 txns

Insider GORMAN KEVIN CHARLES

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	5,604	$0.00	--
Exercise	Restricted Stock Unit	5,377	$0.00	--
Exercise	Common Stock	5,604	$0.00	--
Tax Withholding	Common Stock	3,024	$124.12	$375K
Exercise	Common Stock	5,377	$0.00	--
Tax Withholding	Common Stock	2,901	$124.12	$360K
Grant/Award	Common Stock	63,724	$0.00	--
Tax Withholding	Common Stock	34,380	$124.12	$4.27M

Holdings After Transaction: Restricted Stock Unit — 11,208 shares (Direct); Common Stock — 522,497 shares (Direct)

Footnotes (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. 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. 551,293 of the outstanding shares are held by the Gorman and Blais Family Trust, of which Dr. Gorman has voting and investment power. 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 February 13, 2024. In accordance with the terms of the RSU, the award vested as to 5,603 shares on February 13, 2025, vested as to 5,604 shares on February 13, 2026, and will vest as to 5,604 shares on February 13, 2027, and 5,604 shares on February 13, 2028, subject to the terms and conditions of the award. 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 5,376 shares on February 13, 2024, vested as to 5,376 shares on February 13, 2025, vested as to 5,377 shares on February 13, 2026, and will vest as to 5,377 shares on February 13, 2027, subject to the terms and conditions of the award.

Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 05:44 PM

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^*

GORMAN KEVIN CHARLES

(Last)

(First)

(Middle)

6027 EDGEWOOD BEND CT.

(Street)

SAN DIEGO

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)
02/13/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2026		M		5,604	A	$0	522,497	D
Common Stock	02/13/2026		F		3,024⁽¹⁾	D	$124.12	519,473	D
Common Stock	02/13/2026		M		5,377	A	$0	524,850	D
Common Stock	02/13/2026		F		2,901⁽¹⁾	D	$124.12	521,949	D
Common Stock	02/13/2026		A		63,724⁽²⁾	A	$0	585,673	D
Common Stock	02/13/2026		F		34,380⁽¹⁾	D	$124.12	551,293⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽⁴⁾	02/13/2026		M			5,604	⁽⁵⁾	⁽⁵⁾	Common Stock	5,604	$0	11,208	D
Restricted Stock Unit	⁽⁴⁾	02/13/2026		M			5,377	⁽⁶⁾	⁽⁶⁾	Common Stock	5,377	$0	5,377	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. 551,293 of the outstanding shares are held by the Gorman and Blais Family Trust, of which Dr. Gorman has voting and investment power.

4. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

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 5,603 shares on February 13, 2025, vested as to 5,604 shares on February 13, 2026, and will vest as to 5,604 shares on February 13, 2027, and 5,604 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 5,376 shares on February 13, 2024, vested as to 5,376 shares on February 13, 2025, vested as to 5,377 shares on February 13, 2026, and will vest as to 5,377 shares on February 13, 2027, subject to the terms and conditions of the award.

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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did NBIX director Kevin Gorman report in this Form 4 filing?

Kevin Gorman reported vesting and conversion of restricted stock units into Neurocrine Biosciences common shares, plus a 63,724-share performance-based grant. The filing also shows shares withheld at $124.12 each to satisfy tax obligations, with no market sales of stock.

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

No market sales occurred in this Form 4. Shares labeled with code “F” were withheld by Neurocrine Biosciences to cover tax liabilities on RSU and PRSU vesting at $124.12 per share, as explicitly stated in the footnotes to the filing.

How many NBIX shares did Kevin Gorman beneficially own after these transactions?

After the reported transactions, Kevin Gorman beneficially owned 551,293 Neurocrine Biosciences common shares. The filing notes these shares are held by the Gorman and Blais Family Trust, and he has voting and investment power over that trust-held position.

What performance award did Kevin Gorman receive from Neurocrine Biosciences (NBIX)?

Gorman received performance restricted stock units granted May 19, 2023, tied to metrics through December 31, 2025. On February 13, 2026, performance was certified and the award vested at 125% of target, resulting in a 63,724-share common stock grant to him.

How were Kevin Gorman’s RSUs structured in the NBIX Form 4 filing?

Each RSU represents a right to receive one NBIX common share. RSU grants from 2023 and 2024 vest in annual installments on February 13 of 2024 through 2028, with specific tranche sizes disclosed, contingent on satisfying the award’s terms and continued service conditions.

What does transaction code “F” mean in the Neurocrine Biosciences (NBIX) Form 4?

Transaction code “F” indicates shares were used to pay tax withholding or exercise costs. In this filing, NBIX withheld shares, including 34,380 at $124.12, to satisfy tax obligations on vested RSUs and PRSUs, with the footnote clarifying that no shares were sold.