Neurocrine Biosciences Inc.

02/17/2026 | Press release | Distributed by Public on 02/17/2026 16:49

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Boyer David W.
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
(Last) (First) (Middle)
6027 EDGEWOOD BEND CT.
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026
(Street)
SAN DIEGO, CA 92130
4. If Amendment, Date 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
(City) (State) (Zip)
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
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)
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 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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Boyer David W.
6027 EDGEWOOD BEND CT.
SAN DIEGO, CA 92130
Chief Corp. Affairs Officer

Signatures

/s/ Darin Lippoldt, Attorney-in-Fact 02/17/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Neurocrine Biosciences Inc. published this content on February 17, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 17, 2026 at 22:49 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]