NEUROCRINE BIOSCIENCES INC·4

Feb 17, 5:46 PM ET

BENEVICH ERIC 4

4 · NEUROCRINE BIOSCIENCES INC · Filed Feb 17, 2026

Research Summary

AI-generated summary of this filing

Updated

Neurocrine (NBIX) CCO Eric Benevich Receives RSUs; Shares Withheld

What Happened

  • Eric Benevich, Chief Commercial Officer of Neurocrine Biosciences (NBIX), had multiple restricted stock units (RSUs) and performance RSUs (PRSUs) vest on February 12–13, 2026. In total he was credited with 65,314 shares through vesting/conversion and awards.
  • To satisfy tax withholding obligations, 12,227 shares were withheld by the company (reported as dispositions) at prices of $123.10 and $124.12, totaling $1,516,512 in withholding. After withholding, the net increase in shares to Benevich was approximately 53,087 shares.
  • These were award/vesting transactions (codes A and M for grant/conversion and F for tax withholding). No open-market sale of shares was reported — the company withheld shares to cover taxes.

Key Details

  • Transaction dates: February 12, 2026 and February 13, 2026. Filing date: February 17, 2026 (timely).
  • Withheld (disposed) shares for taxes: 12,227 shares withheld at $123.10 and $124.12; total cash value withheld ≈ $1,516,512.
  • Gross shares credited via vesting/conversion: 65,314 shares (sum of RSU/PRSU vesting and related conversions).
  • Net new shares after withholding: ~53,087 shares.
  • Notable footnotes:
    • F1: Shares were withheld by the company to satisfy tax withholding; no market sale occurred.
    • F2: PRSUs granted May 19, 2023 were certified Feb 13, 2026 and vested at 125% of target (performance payout).
    • F4–F6/F8: Describe scheduled vesting for various RSU grants (annual/monthly vesting schedules).
  • Shares owned after the transaction were not specified in the excerpt provided.

Context

  • These filings reflect routine equity compensation vesting and tax-withholding mechanics, not open-market purchases or discretionary insider sales. In SEC Form 4 terms: A = award/grant, M = exercise/conversion of derivative, F = shares withheld to cover taxes.
  • PRSU certification (F2) triggered a larger-than-target payout (125%), explaining the sizable award on Feb 13. Because shares were withheld by the company to satisfy taxes, this is not a market sell and does not necessarily indicate insider sentiment.

Insider Transaction Report

Form 4
Period: 2026-02-12
BENEVICH ERIC
Chief Commercial Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-02-12+2,00554,760 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-12$123.10/sh1,082$133,19453,678 total
  • Exercise/Conversion

    Common Stock

    2026-02-13+1,96155,639 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-13$124.12/sh1,058$131,31954,581 total
  • Exercise/Conversion

    Common Stock

    2026-02-13+2,08356,664 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-13$124.12/sh1,124$139,51155,540 total
  • Award

    Common Stock

    [F2]
    2026-02-13+16,61372,153 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-13$124.12/sh8,963$1,112,48863,190 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F3][F4]
    2026-02-122,0056,017 total
    Common Stock (2,005 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F3][F5]
    2026-02-131,9613,924 total
    Common Stock (1,961 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F3][F6]
    2026-02-132,0832,083 total
    Common Stock (2,083 underlying)
  • Award

    Stock Option

    [F7]
    2026-02-13+36,28736,287 total
    Exercise: $124.12Exp: 2036-02-13Common Stock (36,287 underlying)
  • Award

    Restricted Stock Unit

    [F3][F8]
    2026-02-13+6,3656,365 total
    Common Stock (6,365 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 2,005 shares on February 12, 2026, and will vest as to 2,005 shares on February 12, 2027, 2,005 shares on February 12, 2028, and 2,005 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 1,961 shares on February 13, 2025, vested as to 1,961 shares on February 13, 2026, and will vest as to 1,962 shares on February 13, 2027, and 1,962 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 2,083 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.
  • [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

Documents

1 file
  • 4
    wk-form4_1771368412.xmlPrimary

    FORM 4