ABERNETHY MATT 4
4 · NEUROCRINE BIOSCIENCES INC · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Neurocrine (NBIX) CFO Matt Abernethy Exercises RSUs/PRSUs; Shares Withheld
What Happened
- Matt Abernethy, CFO of Neurocrine Biosciences (NBIX), had equity awards vest and/or converted into common stock on Feb 12–13, 2026. The filing shows acquisitions (vesting/exercise) totaling 68,738 shares (various RSUs/PRSUs/derivative conversions at $0 exercise price reported).
- To satisfy tax withholding on the vesting/payout, 9,124 shares were withheld (reported as dispositions under code F) at per-share values of ~$123.10–$124.12, totaling $1,131,296. No open-market sale of shares was reported.
Key Details
- Transaction dates: Feb 12–13, 2026; Form 4 filed Feb 17, 2026 (appears timely given weekend/holiday).
- Acquired: 68,738 shares via exercises/conversions and grants (RSUs/PRSUs).
- Withheld for taxes (disposed): 9,124 shares; proceeds/value reported = $1,131,296 (prices reported ~$123.10–$124.12).
- Notable footnotes:
- F1: Shares were withheld by the company to satisfy tax withholding — no shares sold on the open market.
- F2: PRSUs granted May 19, 2023 vested and paid out at 125% of target after certification on Feb 13, 2026 (explains a large PRSU payout).
- F4–F6, F8: Describe scheduled vesting for several RSU awards (some portions vest in future years).
- Shares owned after the transactions: not specified in the provided excerpt of the filing.
Context
- These entries reflect award vesting and derivative conversions (codes A = award/grant, M = exercise/conversion of a derivative), with tax withholding (code F) rather than an open-market sale. This is a routine corporate compensation event rather than a discretionary sale or purchase.
- For retail investors: tax-withholding dispositions are common with RSU/PRSUs vesting and do not necessarily indicate a change in the insider’s market view.
Insider Transaction Report
Form 4
ABERNETHY MATT
Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
2026-02-12+2,133→ 39,230 total - Tax Payment
Common Stock
[F1]2026-02-12$123.10/sh−1,151$141,688→ 38,079 total - Exercise/Conversion
Common Stock
2026-02-13+2,241→ 40,320 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−1,210$150,185→ 39,110 total - Exercise/Conversion
Common Stock
2026-02-13+2,566→ 41,676 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−1,385$171,906→ 40,291 total - Award
Common Stock
[F2]2026-02-13+9,968→ 50,259 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−5,378$667,517→ 44,881 total - Exercise/Conversion
Restricted Stock Unit
[F3][F4]2026-02-12−2,133→ 6,401 total→ Common Stock (2,133 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+44,095→ 44,095 totalExercise: $124.12Exp: 2036-02-13→ Common Stock (44,095 underlying) - Award
Restricted Stock Unit
[F3][F8]2026-02-13+7,735→ 7,735 total→ Common Stock (7,735 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 2,133 shares on February 12, 2026, and will vest as to 2,133 shares on February 12, 2027, 2,134 shares on February 12, 2028, and 2,134 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