Form 4: BENEVICH ERIC reports multiple insider transactions in NBIX

Rhea-AI Filing Summary

BENEVICH ERIC reported multiple insider transaction types in a Form 4 filing for NBIX. The filing lists transactions totaling 83,590 shares at a weighted average price of $124.03 per share. Following the reported transactions, holdings were 3,924 shares.

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

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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^*

BENEVICH ERIC

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		M		2,005	A	$0	54,760	D
Common Stock	02/12/2026		F		1,082(1)	D	$123.1	53,678	D
Common Stock	02/13/2026		M		1,961	A	$0	55,639	D
Common Stock	02/13/2026		F		1,058(1)	D	$124.12	54,581	D
Common Stock	02/13/2026		M		2,083	A	$0	56,664	D
Common Stock	02/13/2026		F		1,124(1)	D	$124.12	55,540	D
Common Stock	02/13/2026		A		16,613(2)	A	$0	72,153	D
Common Stock	02/13/2026		F		8,963(1)	D	$124.12	63,190	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	(3)	02/12/2026		M			2,005	(4)	(4)	Common Stock	2,005	$0	6,017	D
Restricted Stock Unit	(3)	02/13/2026		M			1,961	(5)	(5)	Common Stock	1,961	$0	3,924	D
Restricted Stock Unit	(3)	02/13/2026		M			2,083	(6)	(6)	Common Stock	2,083	$0	2,083	D
Stock Option	$124.12	02/13/2026		A		36,287		(7)	02/13/2036	Common Stock	36,287	$0	36,287	D
Restricted Stock Unit	(3)	02/13/2026		A		6,365		(8)	(8)	Common Stock	6,365	$0	6,365	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. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

4. This RSU was granted to the Reporting Person on February 12, 2025. In accordance with the terms of the RSU, the award vested as to 2,005 shares on February 12, 2026, and will vest as to 2,005 shares on February 12, 2027, 2,005 shares on February 12, 2028, and 2,005 shares on February 12, 2029, subject to the terms and conditions of the award.

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 1,961 shares on February 13, 2025, vested as to 1,961 shares on February 13, 2026, and will vest as to 1,962 shares on February 13, 2027, and 1,962 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 2,083 shares on February 13, 2024, vested as to 2,083 shares on February 13, 2025, vested as to 2,083 shares on February 13, 2026, and will vest as to 2,083 shares on February 13, 2027, subject to the terms and conditions of the award.

7. Represents option of which 1/48th of the shares underlying the option becomes vested and exercisable on March 13, 2026 and an additional 1/48th of the shares underlying the option becomes vested and exercisable each month thereafter.

8. The Restricted Stock Units will vest annually at 1/4 of the units vesting on each of February 13, 2027, February 13, 2028, February 13, 2029, and February 13, 2030.

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.
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FAQ

What insider transactions did NBIX’s Chief Commercial Officer report?

Eric Benevich reported equity compensation activity including RSU and PRSU vesting, new RSU and stock option grants, and share withholding for taxes. These transactions increased his direct common stock holdings while settling tax obligations without open-market share sales.

How many Neurocrine Biosciences (NBIX) shares did the CCO acquire?

Through RSU and PRSU vesting and awards, Eric Benevich acquired 16,613 shares of common stock from performance RSUs and additional shares from time-based RSUs. These events reflect compensation vesting rather than open-market purchases, increasing his direct ownership position in NBIX stock.

What new stock options were granted to NBIX’s Chief Commercial Officer?

He received a stock option covering 36,287 Neurocrine Biosciences common shares at an exercise price of $124.12 per share. One forty-eighth of the option vests monthly starting March 13, 2026, with the remainder vesting in equal monthly installments thereafter.

Did the NBIX insider sell any shares in the open market?

No open-market sales occurred. Shares reported with code “F” were withheld by Neurocrine Biosciences to satisfy tax withholding obligations upon RSU and PRSU vesting. A footnote states these withholdings were for taxes only and that no shares were sold.

What is Eric Benevich’s NBIX share ownership after these transactions?

Following the reported February 2026 transactions, Eric Benevich directly owned 63,190 shares of Neurocrine Biosciences common stock. He also held outstanding RSUs and stock options that vest over future dates under their existing award schedules, subject to their terms and conditions.

How did performance RSUs affect NBIX share awards to the CCO?

Performance RSUs granted May 19, 2023 vested based on metrics through December 31, 2025. On February 13, 2026, certification set the payout at 125% of target, resulting in an award of 16,613 Neurocrine Biosciences common shares to Eric Benevich.

What future vesting schedules are disclosed for NBIX RSU and option awards?

Time-based RSUs vest annually through February 2029 for a 2025 grant and through February 2028 for a 2024 grant. Another RSU grant vests through February 2027. The new option vests monthly starting March 13, 2026, while additional RSUs vest annually from 2027 to 2030.