GORMAN KEVIN CHARLES 4

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.