Form 4: ABERNETHY MATT reports multiple insider transactions in NBIX

Rhea-AI Filing Summary

ABERNETHY MATT reported multiple insider transaction types in a Form 4 filing for NBIX. The filing lists transactions totaling 84,802 shares at a weighted average price of $123.99 per share. Following the reported transactions, holdings were 4,484 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^*

ABERNETHY MATT

(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 Financial 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		2,133	A	$0	39,230	D
Common Stock	02/12/2026		F		1,151(1)	D	$123.1	38,079	D
Common Stock	02/13/2026		M		2,241	A	$0	40,320	D
Common Stock	02/13/2026		F		1,210(1)	D	$124.12	39,110	D
Common Stock	02/13/2026		M		2,566	A	$0	41,676	D
Common Stock	02/13/2026		F		1,385(1)	D	$124.12	40,291	D
Common Stock	02/13/2026		A		9,968(2)	A	$0	50,259	D
Common Stock	02/13/2026		F		5,378(1)	D	$124.12	44,881	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			2,133	(4)	(4)	Common Stock	2,133	$0	6,401	D
Restricted Stock Unit	(3)	02/13/2026		M			2,241	(5)	(5)	Common Stock	2,241	$0	4,484	D
Restricted Stock Unit	(3)	02/13/2026		M			2,566	(6)	(6)	Common Stock	2,566	$0	2,566	D
Stock Option	$124.12	02/13/2026		A		44,095		(7)	02/13/2036	Common Stock	44,095	$0	44,095	D
Restricted Stock Unit	(3)	02/13/2026		A		7,735		(8)	(8)	Common Stock	7,735	$0	7,735	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 2,133 shares on February 12, 2026, and will vest as to 2,133 shares on February 12, 2027, 2,134 shares on February 12, 2028, and 2,134 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 2,241 shares on February 13, 2025, vested as to 2,241 shares on February 13, 2026, and will vest as to 2,242 shares on February 13, 2027, and 2,242 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 2,566 shares on February 13, 2024, vested as to 2,566 shares on February 13, 2025, vested as to 2,566 shares on February 13, 2026, and will vest as to 2,566 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 activity did NBIX CFO Matt Abernethy report on this Form 4?

Matt Abernethy reported RSU and PRSU vesting, a new stock option grant, and related tax-withholding share dispositions. Common shares were acquired via award conversions at no cost, while some shares were withheld by Neurocrine Biosciences to pay taxes due on those vestings.

Did the NBIX CFO actually sell Neurocrine Biosciences shares in this filing?

The filing indicates no open-market sales. Shares marked with code F, including 1,151, 1,210, 1,385 and 5,378 shares, were withheld by Neurocrine Biosciences solely to satisfy tax obligations on vested RSUs and PRSUs, according to the footnotes, rather than discretionary selling.

What new stock option grant did the NBIX CFO receive according to the Form 4?

Matt Abernethy received a stock option covering 44,095 shares of Neurocrine Biosciences common stock at an exercise price of $124.12 per share. The option begins vesting on March 13, 2026, with 1/48th of the shares vesting monthly until fully vested in 2030.

How many performance RSU shares vested for the NBIX CFO, and at what level?

A performance-based RSU grant from May 19, 2023 vested for 9,968 shares of common stock. The performance period ran through December 31, 2025, and after certification on February 13, 2026, the award paid out at 125% of its original target share amount.

What time-based RSU vesting did the NBIX CFO report for Neurocrine Biosciences?

The filing lists several time-based RSU awards. Portions of grants from February 12, 2025, February 13, 2024, and February 13, 2023 vested in 2026, with remaining tranches scheduled to vest annually through February 2029 or February 2027, depending on the original grant date.

What future vesting schedule applies to the NBIX CFO’s new RSU grant?

The new 7,735 restricted stock units will vest in four equal annual installments. One quarter of the units vest on each of February 13, 2027, 2028, 2029, and 2030, subject to the award’s terms and any continued service or other applicable conditions.

How many Neurocrine Biosciences common shares did the NBIX CFO directly own after these transactions?

After the reported transactions, Matt Abernethy directly owned 44,881 shares of Neurocrine Biosciences common stock. This figure reflects shares acquired from vested RSUs and PRSUs, reduced by shares withheld by the company to cover associated tax obligations.