Neurocrine CFO reports RSU vesting, tax withholding

Neurocrine Biosciences’ Chief Financial Officer Matt Abernethy reported equity compensation activity involving company stock.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Neurocrine Biosciences’ Chief Financial Officer Matt Abernethy reported equity compensation activity involving company stock. On January 31, 2026, 2,437 restricted stock units converted into an equal number of Neurocrine common shares at an exercise price of $0.

To cover tax withholding on this RSU vesting, 1,368 common shares were withheld by Neurocrine at a price of $136.06 per share; no shares were sold on the market. After these transactions, Abernethy directly owned 37,097 common shares, which include 218 shares purchased through the company’s 2018 Employee Stock Purchase Plan.

Insider Trade Summary

2,437 shares exercised/converted

Exercise 3 txns

Insider ABERNETHY MATT

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	2,437	$0.00	$0.00
Exercise	Common Stock	2,437	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,368	$136.06	$186K

Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Common Stock — 37,097 shares (Direct)

Footnotes (4)

F1. Includes an aggregate of 218 shares purchased on August 29, 2025 from the Neurocrine Biosciences, Inc. 2018 Employee Stock Purchase Plan.
F2. Shares withheld by Neurocrine Biosciences, Inc. (the "Company" or "Issuer") to satisfy tax withholding requirements on vesting of restricted stock units ("RSUs"). No shares were sold.
F3. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
F4. This RSU was granted to the Reporting Person on January 31, 2022. In accordance with the terms of the RSU, the award vested as to 2,436 shares on January 31, 2023, vested as to 2,436 shares on January 31, 2024, vested as to 2,436 shares on January 31, 2025, and vested as to 2,437 shares on January 31, 2026, subject to the terms and conditions of the award.

FAQ

What insider transaction did NBIX’s CFO Matt Abernethy report?

Matt Abernethy reported the vesting and settlement of restricted stock units into Neurocrine common stock. On January 31, 2026, 2,437 RSUs converted into 2,437 common shares, followed by share withholding to satisfy related tax obligations, with no market sale of shares disclosed.

How many Neurocrine (NBIX) shares did the CFO receive and what happened to them?

The CFO received 2,437 Neurocrine common shares from vested restricted stock units at an exercise price of $0. Of those, 1,368 shares were withheld by the company to satisfy tax withholding requirements, and the remaining shares contributed to a post-transaction direct holding of 37,097 shares.

How many NBIX shares does the CFO own after this Form 4 transaction?

Following the reported transactions, Matt Abernethy directly owns 37,097 Neurocrine common shares. This total includes an aggregate of 218 shares acquired earlier through the Neurocrine Biosciences, Inc. 2018 Employee Stock Purchase Plan, in addition to shares received from vested restricted stock units over time.

What does the tax withholding transaction mean in the NBIX CFO’s filing?

The filing shows 1,368 Neurocrine shares with transaction code “F,” representing shares withheld by the company to cover tax obligations on RSU vesting. According to the footnote, these shares were not sold on the market; they were retained by the issuer for tax withholding.

What is the vesting history of the NBIX restricted stock units in this filing?

The restricted stock unit grant was awarded on January 31, 2022. It vested in four annual tranches: 2,436 shares on January 31 of 2023, 2024, and 2025, and 2,437 shares on January 31, 2026. Each vested RSU entitled the holder to one Neurocrine common share.

At what price were NBIX shares valued for the tax withholding in this transaction?

For the tax withholding related to the restricted stock unit vesting, 1,368 Neurocrine common shares were withheld at a price of $136.06 per share. This transaction is coded as “F” and reflects shares retained by the company to satisfy tax obligations, not an open-market sale.

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Accepted by SEC EDGAR 02/03/2026 - 06:06 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^*

ABERNETHY MATT

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

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	01/31/2026		M		2,437	A	$0	38,465⁽¹⁾	D
Common Stock	01/31/2026		F		1,368⁽²⁾	D	$136.06	37,097	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	⁽³⁾	01/31/2026		M			2,437	⁽⁴⁾	⁽⁴⁾	Common Stock	2,437	$0	0	D

Explanation of Responses:

1. Includes an aggregate of 218 shares purchased on August 29, 2025 from the Neurocrine Biosciences, Inc. 2018 Employee Stock Purchase Plan.

2. Shares withheld by Neurocrine Biosciences, Inc. (the "Company" or "Issuer") to satisfy tax withholding requirements on vesting of restricted stock units ("RSUs"). No shares were sold.

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 January 31, 2022. In accordance with the terms of the RSU, the award vested as to 2,436 shares on January 31, 2023, vested as to 2,436 shares on January 31, 2024, vested as to 2,436 shares on January 31, 2025, and vested as to 2,437 shares on January 31, 2026, subject to the terms and conditions of the award.

Remarks:

	/s/ Darin Lippoldt, Attorney-in-Fact	02/03/2026
	** 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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Source: View Original Filing on SEC EDGAR