Cooke Julie 4

What Happened

• Julie Cooke, Chief Human Resources Officer of Neurocrine Biosciences (NBIX), had 1,741 restricted stock units (RSUs) vest on January 31, 2026. The RSUs converted to shares at $0 exercise price. To satisfy tax withholding, the company withheld 997 shares (withholding value reported as $135,652); the net shares delivered to Cooke were 744 (1,741 vested − 997 withheld). No shares were sold on the open market.

Key Details

• Transaction date: January 31, 2026; Form 4 filed February 3, 2026 (appears timely under the two-business-day rule).
• Vested/converted: 1,741 RSUs → 1,741 shares (exercise/conversion entries show $0 exercise price).
• Tax withholding: 997 shares withheld at $136.06 each, total ~$135,652 (company withheld shares to satisfy tax obligations; no sale).
• Net shares delivered to insider: 744 shares.
• Holdings note: 25,738 of the reported shares are held by the Cooke Family Trust of 2004, of which Cooke has voting and investment power.
• Footnotes: Each RSU converts to one share; this award was granted Jan 31, 2022 and vested in annual tranches (see filing for full vesting history).

Context

• This is a routine compensation-related vesting of RSUs and not an open-market purchase or sale; withholding of shares for taxes is common and does not, by itself, signal buying or selling intent. For clarity: the filing shows conversion/vesting of RSUs (derivative to common stock) and tax withholding, not a market transaction.