GORMAN KEVIN CHARLES 4

What Happened Kevin Charles Gorman, a director of Neurocrine Biosciences (NBIX), had 5,142 restricted stock units (RSUs vest) on January 31, 2026. Those RSUs converted to 5,142 shares (reported as derivative exercise/conversion). To satisfy tax withholding, 2,845 of those shares were withheld by the company at an implied price of $136.06 per share, totaling $387,091; no open‑market sale occurred. Net shares issued to Gorman from this vesting were 2,297 shares.

Key Details

• Transaction date: January 31, 2026; Form 4 filed February 3, 2026 (appears timely).
• Vesting: 5,142 RSUs vested on 1/31/2026 (each RSU = 1 share).
• Tax withholding: 2,845 shares withheld at $136.06/share = $387,091 (no shares sold).
• Net shares received: 2,297 shares added to insider holdings.
• Reported holdings: 516,893 shares held by the Gorman and Blais Family Trust, over which Dr. Gorman has voting and investment power.
• Transaction codes: M = exercise/conversion of derivative (RSU to shares); F = shares withheld for tax withholding.

Context This was an RSU vesting event, not an open‑market sale or purchase. The conversion of RSUs to shares with company withholding to pay taxes is a routine administrative action and does not, by itself, indicate a buy or sell decision. The filing shows prior annual vesting of similar RSU tranches (5,141 shares vested in each of 2023–2025 and 5,142 in 2026).