Lippoldt Darin 4

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.