Gano Kyle 4
4 · NEUROCRINE BIOSCIENCES INC · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Neurocrine (NBIX) CEO Kyle Gano Receives RSU/PRSU Awards; Withholds Shares
What Happened
- Kyle Gano, CEO of Neurocrine Biosciences (NBIX), had a mix of RSUs/PRSUs vest on Feb 12–13, 2026 and received a total of 154,654 shares (combination of vested RSUs and performance RSU payouts). To cover tax withholding obligations the company withheld 10,621 shares (disposed) at prices of $123.10 and $124.12 for total withholding value of $1,315,577. Net new shares received after withholding were approximately 144,033. These transactions are vesting/award-related (not open-market purchases or voluntary sales).
Key Details
- Transaction dates: Feb 12, 2026 and Feb 13, 2026; filing date: Feb 17, 2026 (file appears timely).
- Prices for withheld shares: $123.10 and $124.12. Total proceeds/value of shares withheld: $1,315,577.
- Shares acquired (vested/awarded): 154,654 total (includes RSUs and performance RSU payout).
- Shares withheld for tax (F): 10,621 shares. Net new shares ≈ 144,033.
- Footnotes of note:
- F1: Shares were withheld by the company to satisfy tax withholding—no open-market sale.
- F2: PRSUs from May 19, 2023 vested at 125% of target after certification on Feb 13, 2026 (performance payout).
- F4–F6/F8: Several RSUs follow multi-year vesting schedules; some future vesting remains.
- Shares owned after the transactions: not specified in the filing.
- Transaction codes explained: M = exercise/conversion of derivative (vesting conversion), A = award/grant, F = tax withholding.
Context
- These were award/vesting transactions (RSUs/PRSUs). The withholding of shares to cover tax obligations is a common administrative step (similar to "sell-to-cover") and does not reflect an open-market sale decision by the insider.
- PRSU vesting at 125% indicates a performance-based payout was certified, which produced the large award amounts.
- As routine compensation/vesting activity, these items are informational for investors tracking insider holdings but are not a direct bullish/bearish market action.
Insider Transaction Report
Form 4
Gano Kyle
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Common Stock
2026-02-12+4,907→ 146,661 total - Tax Payment
Common Stock
[F1]2026-02-12$123.10/sh−2,648$325,969→ 144,013 total - Exercise/Conversion
Common Stock
2026-02-13+2,241→ 146,254 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−1,210$150,185→ 145,044 total - Exercise/Conversion
Common Stock
2026-02-13+2,566→ 147,610 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−1,385$171,906→ 146,225 total - Award
Common Stock
[F2]2026-02-13+9,968→ 156,193 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−5,378$667,517→ 150,815 total - Exercise/Conversion
Restricted Stock Unit
[F3][F4]2026-02-12−4,907→ 14,721 total→ Common Stock (4,907 underlying) - Exercise/Conversion
Restricted Stock Unit
[F3][F5]2026-02-13−2,241→ 4,484 total→ Common Stock (2,241 underlying) - Exercise/Conversion
Restricted Stock Unit
[F3][F6]2026-02-13−2,566→ 2,566 total→ Common Stock (2,566 underlying) - Award
Stock Option
[F7]2026-02-13+114,830→ 114,830 totalExercise: $124.12Exp: 2036-02-13→ Common Stock (114,830 underlying) - Award
Restricted Stock Unit
[F3][F8]2026-02-13+20,142→ 20,142 total→ Common Stock (20,142 underlying)
Footnotes (8)
- [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]Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- [F4]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 4,907 shares on February 12, 2026, and will vest as to 4,907 shares on February 12, 2027, 4,907 shares on February 12, 2028, and 4,907 shares on February 12, 2029, subject to the terms and conditions of the award.
- [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 2,241 shares on February 13, 2025, vested as to 2,241 shares on February 13, 2026, and will vest as to 2,242 shares on February 13, 2027, and 2,242 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 2,566 shares on February 13, 2024, vested as to 2,566 shares on February 13, 2025, vested as to 2,566 shares on February 13, 2026, and will vest as to 2,566 shares on February 13, 2027, subject to the terms and conditions of the award.
- [F7]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.
- [F8]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, Attorney-in-Fact|2026-02-17