02/17/2026 | Press release | Distributed by Public on 02/17/2026 16:49
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Boyer David W. 6027 EDGEWOOD BEND CT. SAN DIEGO, CA 92130 |
Chief Corp. Affairs Officer | |||
| /s/ Darin Lippoldt, Attorney-in-Fact | 02/17/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |