Form 4: Cooke Julie reports multiple insider transactions in NBIX

Rhea-AI Filing Summary

Cooke Julie reported multiple insider transaction types in a Form 4 filing for NBIX. The filing lists transactions totaling 58,116 shares at a weighted average price of $124.02 per share. Following the reported transactions, holdings were 2,802 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^*

Cooke Julie

(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 Human Resources 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		1,387	A	$0	28,989	D
Common Stock	02/12/2026		F		749(1)	D	$123.1	28,240	D
Common Stock	02/13/2026		M		1,401	A	$0	29,641	D
Common Stock	02/13/2026		F		756(1)	D	$124.12	28,885	D
Common Stock	02/13/2026		M		1,510	A	$0	30,395	D
Common Stock	02/13/2026		F		815(1)	D	$124.12	29,580	D
Common Stock	02/13/2026		A		9,968(2)	A	$0	39,548	D
Common Stock	02/13/2026		F		5,378(1)	D	$124.12	34,170(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(4)	02/12/2026		M			1,387	(5)	(5)	Common Stock	1,387	$0	4,161	D
Restricted Stock Unit	(4)	02/13/2026		M			1,401	(6)	(6)	Common Stock	1,401	$0	2,802	D
Restricted Stock Unit	(4)	02/13/2026		M			1,510	(7)	(7)	Common Stock	1,510	$0	1,510	D
Stock Option	$124.12	02/13/2026		A		27,100		(8)	02/13/2036	Common Stock	27,100	$0	27,100	D
Restricted Stock Unit	(4)	02/13/2026		A		4,754		(9)	(9)	Common Stock	4,754	$0	4,754	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. 32,306 of the reported shares are held by the Cooke Family Trust of 2004 U/A 12/28/2004, of which the Reporting Person 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 12, 2025. In accordance with the terms of the RSU, the award vested as to 1,387 shares on February 12, 2026, and will vest as to 1,387 shares on February 12, 2027, 1,387 shares on February 12, 2028, and 1,387 shares on February 12, 2029, subject to the terms and conditions of the award.

6. 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 1,401 shares on February 13, 2025, vested as to 1,401 shares on February 13, 2026, and will vest as to 1,401 shares on February 13, 2027, and 1,401 shares on February 13, 2028, subject to the terms and conditions of the award.

7. 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 1,509 shares on February 13, 2024, vested as to 1,509 shares on February 13, 2025, vested as to 1,510 shares on February 13, 2026, and will vest as to 1,510 shares on February 13, 2027, subject to the terms and conditions of the award.

8. 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.

9. 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 activity did NBIX executive Julie Cooke report on this Form 4?

Julie Cooke reported RSU vesting, related tax-withholding share dispositions, and new equity grants. She also received a large performance-based share payout and a new stock option award, all as part of her equity compensation, with no open-market stock sales disclosed.

Did the NBIX Form 4 show Julie Cooke buying or selling shares on the market?

The filing did not show open-market buying or selling. Shares labeled with code F were withheld by Neurocrine Biosciences to satisfy tax withholding on RSU and PRSU vesting, with footnotes explicitly stating that no shares were sold into the market.

What new stock options were granted to Julie Cooke of NBIX?

Julie Cooke received a grant of stock options covering 27,100 shares at an exercise price of $124.12 per share. One forty-eighth of these options vest and become exercisable on March 13, 2026, with additional monthly vesting of one forty-eighth thereafter.

How many Neurocrine Biosciences RSUs were newly granted to Julie Cooke?

She was granted 4,754 restricted stock units. These RSUs will vest in four equal annual installments, with one quarter of the units vesting on each of February 13, 2027, February 13, 2028, February 13, 2029, and February 13, 2030, subject to award conditions.

What performance-based shares did NBIX’s Julie Cooke receive from PRSUs?

Cooke received 9,968 shares of common stock from performance RSUs granted May 19, 2023. After a three-year performance period ending December 31, 2025, performance was certified on February 13, 2026, and the award vested at 125% of the target share number.

How many NBIX shares does Julie Cooke beneficially own after these transactions?

After the reported equity events, she beneficially owned 34,170 shares of Neurocrine Biosciences common stock. Of these, 32,306 shares are held by the Cooke Family Trust of 2004, for which she has both voting and investment power according to the footnotes.

How will Julie Cooke’s new NBIX RSUs and options vest over time?

The 27,100 stock options start vesting March 13, 2026, with one forty-eighth vesting monthly. The 4,754 RSUs vest in four equal annual installments on February 13, 2027, 2028, 2029, and 2030, contingent on continued service and award terms.