Gano Kyle 4

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.