Form 4: Boyer David W. reports multiple insider transactions in NBIX

Rhea-AI Filing Summary

Boyer David W. reported multiple insider transaction types in a Form 4 filing for NBIX. The filing lists transactions totaling 64,637 shares at a weighted average price of $124.01 per share. Following the reported transactions, holdings were 3,083 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^*

Boyer David W.

(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 Corp. Affairs 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		1,600	A	$0	6,313	D
Common Stock	02/12/2026		F		864(1)	D	$123.1	5,449	D
Common Stock	02/13/2026		M		1,541	A	$0	6,990	D
Common Stock	02/13/2026		F		832(1)	D	$124.12	6,158	D
Common Stock	02/13/2026		M		1,811	A	$0	7,969	D
Common Stock	02/13/2026		F		978(1)	D	$124.12	6,991	D
Common Stock	02/13/2026		A		9,968(2)	A	$0	16,959	D
Common Stock	02/13/2026		F		5,378(1)	D	$124.12	11,581	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			1,600	(4)	(4)	Common Stock	1,600	$0	4,801	D
Restricted Stock Unit	(3)	02/13/2026		M			1,541	(5)	(5)	Common Stock	1,541	$0	3,083	D
Restricted Stock Unit	(3)	02/13/2026		M			1,811	(6)	(6)	Common Stock	1,811	$0	1,812	D
Stock Option	$124.12	02/13/2026		A		31,234		(7)	02/13/2036	Common Stock	31,234	$0	31,234	D
Restricted Stock Unit	(3)	02/13/2026		A		5,479		(8)	(8)	Common Stock	5,479	$0	5,479	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 1,600 shares on February 12, 2026, and will vest as to 1,600 shares on February 12, 2027, 1,600 shares on February 12, 2028, and 1,601 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 1,541 shares on February 13, 2025, vested as to 1,541 shares on February 13, 2026, and will vest as to 1,541 shares on February 13, 2027, and 1,542 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 1,811 shares on February 13, 2024, vested as to 1,811 shares on February 13, 2025, vested as to 1,811 shares on February 13, 2026, and will vest as to 1,812 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).
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FAQ

What insider transactions did NBIX officer David W. Boyer report?

David W. Boyer reported RSU conversions into common stock, tax-related share withholdings, a stock option grant for 31,234 shares at a $124.12 exercise price, and a grant of 5,479 restricted stock units. These transactions reflect equity compensation, not open-market stock purchases or sales.

Were any Neurocrine Biosciences (NBIX) shares sold by David W. Boyer?

No open-market sales occurred. Shares labeled with transaction code F were withheld by Neurocrine Biosciences to satisfy tax withholding obligations on vesting RSUs and PRSUs at prices of $123.1 and $124.12. The footnote explicitly states that no shares were sold in the market.

What stock option grant did NBIX award to David W. Boyer?

He received a stock option covering 31,234 shares of Neurocrine Biosciences common stock at a $124.12 exercise price. One forty-eighth of the option vests and becomes exercisable on March 13, 2026, with an additional one forty-eighth vesting monthly thereafter until fully vested by 2030.

How do the new restricted stock units for NBIX’s David W. Boyer vest?

He was granted 5,479 restricted stock units that vest annually. One quarter of the units vests on each of February 13, 2027, February 13, 2028, February 13, 2029, and February 13, 2030, subject to the award’s terms and continued service conditions specified in the grant.

What performance-based RSU outcome did NBIX disclose for David W. Boyer?

Performance RSUs granted on May 19, 2023 vested based on metrics over a period ending December 31, 2025. On February 13, 2026, Neurocrine certified achievement of those metrics, resulting in the PRSUs vesting at 125% of the target number of shares under the award.

How did these Form 4 transactions affect David W. Boyer’s NBIX shareholdings?

Common stock holdings increased through RSU conversions and a performance RSU payout, while some shares were withheld to pay taxes. He also gained derivative exposure via a 31,234-share option and 5,479 new RSUs, all held as direct beneficial ownership in the company.