Lippoldt Darin 4
4 · NEUROCRINE BIOSCIENCES INC · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Neurocrine (NBIX) CLO Darin Lippoldt Receives RSUs/PRSUs; Shares Withheld
What Happened
- Darin Lippoldt, Chief Legal Officer of Neurocrine Biosciences (NBIX), had multiple restricted stock units (RSUs) and performance RSUs (PRSUs) vest or convert on Feb 12–13, 2026. The filing shows conversions/exercises of 1,792; 2,017; and 2,083 shares (RSU vestings) and several award/derivative conversions (including 9,968; 34,909; and 6,124 share entries) reported as acquisitions at $0 (these are equity awards/vests, not cash purchases).
- To satisfy tax withholding on the vesting awards, the company withheld a total of 8,558 shares across Feb 12–13 (967, 1,089, 1,124 and 5,378 shares) with an aggregate reported value of $1,061,233 (prices shown $123.10 on Feb 12 and $124.12 on Feb 13). The filing also reports a gift of 365 shares (charitable; no value received).
Key Details
- Transaction dates: Feb 12–13, 2026; Form 4 filed Feb 17, 2026.
- Withheld-for-tax detail: 8,558 shares withheld; values reported: $119,038; $135,167; $139,511; $667,517 (total ≈ $1.061M).
- Vesting/award detail: RSU vestings of 1,792 / 2,017 / 2,083 shares; additional award/derivative conversions listed (9,968; 34,909; 6,124 shares) as acquired at $0 per the filing.
- Gift: 365 shares donated to charity (no proceeds).
- Shares owned after the transactions: not specified in the provided filing extract.
- Notable footnotes: PRSUs granted May 19, 2023 were certified Feb 13, 2026 and vested at 125% of target (per footnote). F-code = tax withholding (shares withheld, not open-market sales). G-code = gift.
Context
- These entries reflect equity award vesting and PRSU payout rather than an open-market sale or purchase. The withheld shares were used solely to cover tax obligations (cashless withholding), so there was no market sale by the insider reported.
- Gifts to charity are not indicative of a trading opinion and do not involve proceeds.
- For retail investors: vesting/award activity increases insider’s vested equity but withholding reduces the net shares received; purchases would be stronger bullish signals, while vesting is routine compensation-related activity.
Insider Transaction Report
Form 4
Lippoldt Darin
Chief Legal Officer
Transactions
- Exercise/Conversion
Common Stock
2026-02-12+1,792→ 49,584 total - Tax Payment
Common Stock
[F1]2026-02-12$123.10/sh−967$119,038→ 48,617 total - Exercise/Conversion
Common Stock
2026-02-13+2,017→ 50,634 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−1,089$135,167→ 49,545 total - Exercise/Conversion
Common Stock
2026-02-13+2,083→ 51,628 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−1,124$139,511→ 50,504 total - Award
Common Stock
[F2]2026-02-13+9,968→ 60,472 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−5,378$667,517→ 55,094 total - Gift
Common Stock
[F3]2026-02-13−365→ 54,729 total - Exercise/Conversion
Restricted Stock Unit
[F4][F5]2026-02-12−1,792→ 5,377 total→ Common Stock (1,792 underlying) - Exercise/Conversion
Restricted Stock Unit
[F4][F6]2026-02-13−2,017→ 4,036 total→ Common Stock (2,017 underlying) - Exercise/Conversion
Restricted Stock Unit
[F4][F7]2026-02-13−2,083→ 2,083 total→ Common Stock (2,083 underlying) - Award
Stock Option
[F8]2026-02-13+34,909→ 34,909 totalExercise: $124.12Exp: 2036-02-13→ Common Stock (34,909 underlying) - Award
Restricted Stock Unit
[F4][F9]2026-02-13+6,124→ 6,124 total→ Common Stock (6,124 underlying)
Footnotes (9)
- [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]Represents gift/charitable contributions effective February 13, 2026. This is not a market transaction; thus no price has been reported. No value was received for the gifted shares.
- [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 12, 2025. In accordance with the terms of the RSU, the award vested as to 1,792 shares on February 12, 2026, and will vest as to 1,792 shares on February 12, 2027, 1,792 shares on February 12, 2028, and 1,792 shares on February 12, 2029, subject to the terms and conditions of the award.
- [F6]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 2,017 shares on February 13, 2025, vested as to 2,017 shares on February 13, 2026, and will vest as to 2,018 shares on February 13, 2027, and 2,018 shares on February 13, 2028, subject to the terms and conditions of the award.
- [F7]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 2,083 shares on February 13, 2024, vested as to 2,083 shares on February 13, 2025, vested as to 2,083 shares on February 13, 2026, and will vest as to 2,083 shares on February 13, 2027, subject to the terms and conditions of the award.
- [F8]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.
- [F9]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.
Signature
/s/ Darin Lippoldt|2026-02-17