GORMAN KEVIN CHARLES 4
4 · NEUROCRINE BIOSCIENCES INC · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Neurocrine (NBIX) Director Kevin Gorman Receives Award, Sells Shares
What Happened
- Kevin Charles Gorman, a director of Neurocrine Biosciences (NBIX), had restricted/performance stock units vest on Feb 13, 2026 and received a total of 74,705 shares (63,724 PRSU award + 5,604 + 5,377 from RSU/derivative conversions). To satisfy tax withholding, the company withheld 40,305 shares at $124.12 each (total value reported $5,002,657). Net shares retained by Gorman from these events were 34,400 shares.
- The largest item was the certification and payout of PRSUs granted May 19, 2023 that vested at 125% of target, producing 63,724 shares (footnote F2).
Key Details
- Transaction date: February 13, 2026; Form filed February 17, 2026 (appears timely).
- Prices reported: vested/awarded shares listed at $0.00 (A/M entries). Withheld-for-tax shares were valued at $124.12 per share (F entries).
- Withheld shares and values: 34,380 shares ($4,267,246), 3,024 shares ($375,339), 2,901 shares ($360,072) — total withheld 40,305 shares, ~$5.00M.
- Net new shares retained after withholding: 34,400 shares (74,705 acquired − 40,305 withheld).
- Reported ownership: 551,293 shares held by the Gorman and Blais Family Trust, of which Dr. Gorman has voting and investment power (footnote F3).
- Notable footnotes: F1 clarifies withheld shares were retained by the company to satisfy tax obligations — no open-market sale. F2 explains PRSU payout at 125% of target. F5/F6 describe prior RSU grant schedules.
Context
- These transactions are primarily vesting/award events (codes A and M) with share withholding for taxes (code F). This is a cashless withholding to cover tax liability, not an open-market sale; it does not necessarily signal a change in insider sentiment.
- Transaction codes: A = award/grant, M = exercise/conversion of derivative (conversion of RSUs/PRSUs into shares), F = shares withheld for tax withholding.
Insider Transaction Report
Form 4
GORMAN KEVIN CHARLES
Director
Transactions
- Exercise/Conversion
Common Stock
2026-02-13+5,604→ 522,497 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−3,024$375,339→ 519,473 total - Exercise/Conversion
Common Stock
2026-02-13+5,377→ 524,850 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−2,901$360,072→ 521,949 total - Award
Common Stock
[F2]2026-02-13+63,724→ 585,673 total - Tax Payment
Common Stock
[F1][F3]2026-02-13$124.12/sh−34,380$4,267,246→ 551,293 total - Exercise/Conversion
Restricted Stock Unit
[F4][F5]2026-02-13−5,604→ 11,208 total→ Common Stock (5,604 underlying) - Exercise/Conversion
Restricted Stock Unit
[F4][F6]2026-02-13−5,377→ 5,377 total→ Common Stock (5,377 underlying)
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]551,293 of the outstanding shares are held by the Gorman and Blais Family Trust, of which Dr. Gorman has voting and investment power.
- [F4]Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- [F5]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 5,603 shares on February 13, 2025, vested as to 5,604 shares on February 13, 2026, and will vest as to 5,604 shares on February 13, 2027, and 5,604 shares on February 13, 2028, subject to the terms and conditions of the award.
- [F6]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 5,376 shares on February 13, 2024, vested as to 5,376 shares on February 13, 2025, vested as to 5,377 shares on February 13, 2026, and will vest as to 5,377 shares on February 13, 2027, subject to the terms and conditions of the award.
Signature
/s/ Darin Lippoldt, Attorney-in-Fact|2026-02-17