Cooke Julie 4
4 · NEUROCRINE BIOSCIENCES INC · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Neurocrine (NBIX) CHRO Julie Cooke Receives Awards, Withheld Shares for Taxes
What Happened
- Julie Cooke, Chief Human Resources Officer at Neurocrine Biosciences (NBIX), received vested equity awards and exercised/conversion events on Feb 12–13, 2026 that resulted in an aggregate acquisition of 46,120 shares (reported as $0 per share because these were vested awards/conversions). To satisfy tax withholding on the vesting, 7,698 shares were withheld/retired at prices of $123.10 and $124.12, yielding approximately $954,712 in tax withholdings. The filing indicates shares were withheld to cover taxes — no shares were sold on the open market.
Key Details
- Transaction dates: Feb 12, 2026 and Feb 13, 2026.
- Acquisitions: total reported acquired = 46,120 shares (various RSU/PRSU vesting and derivative conversions), recorded at $0 per share.
- Tax withholding disposals: 7,698 shares withheld/disposed for tax obligations:
- 749 shares @ $123.10 = $92,202 (Feb 12)
- 756 shares @ $124.12 = $93,835 (Feb 13)
- 815 shares @ $124.12 = $101,158 (Feb 13)
- 5,378 shares @ $124.12 = $667,517 (Feb 13)
- Total ≈ $954,712
- Shares owned after transaction: total post‑transaction ownership not explicitly stated in the provided summary; 32,306 reported shares are held in the Cooke Family Trust (F3).
- Notable footnotes:
- F1: Shares withheld by the company to satisfy tax withholding; no open‑market sales.
- F2: PRSUs granted May 19, 2023 vested and were certified at 125% payout of target upon certification on Feb 13, 2026.
- F5–F7: Multiple RSUs had scheduled vesting (annual or staggered).
- Filing timing: Transactions occurred Feb 12–13; filing date Feb 17, 2026. The provided data does not include a late‑filing flag.
Context
- These transactions reflect routine equity vesting and associated tax withholding rather than discretionary open‑market sales or purchases. Codes used in the filing:
- M = exercise/conversion of a derivative (conversion/vesting of RSUs/PRSUs/options),
- A = award/grant (RSU/PRSU payout),
- F = payment of exercise price or tax liability (here, shares withheld to cover taxes).
- The PRSU payout at 125% (F2) increased the number of shares that vested. Because shares were withheld to pay taxes (a cashless/withhold event), this should not be interpreted as an insider selling into the market.
Insider Transaction Report
Form 4
Cooke Julie
Chief Human Resources Officer
Transactions
- Exercise/Conversion
Common Stock
2026-02-12+1,387→ 28,989 total - Tax Payment
Common Stock
[F1]2026-02-12$123.10/sh−749$92,202→ 28,240 total - Exercise/Conversion
Common Stock
2026-02-13+1,401→ 29,641 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−756$93,835→ 28,885 total - Exercise/Conversion
Common Stock
2026-02-13+1,510→ 30,395 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−815$101,158→ 29,580 total - Award
Common Stock
[F2]2026-02-13+9,968→ 39,548 total - Tax Payment
Common Stock
[F1][F3]2026-02-13$124.12/sh−5,378$667,517→ 34,170 total - Exercise/Conversion
Restricted Stock Unit
[F4][F5]2026-02-12−1,387→ 4,161 total→ Common Stock (1,387 underlying) - Exercise/Conversion
Restricted Stock Unit
[F4][F6]2026-02-13−1,401→ 2,802 total→ Common Stock (1,401 underlying) - Exercise/Conversion
Restricted Stock Unit
[F4][F7]2026-02-13−1,510→ 1,510 total→ Common Stock (1,510 underlying) - Award
Stock Option
[F8]2026-02-13+27,100→ 27,100 totalExercise: $124.12Exp: 2036-02-13→ Common Stock (27,100 underlying) - Award
Restricted Stock Unit
[F4][F9]2026-02-13+4,754→ 4,754 total→ Common Stock (4,754 underlying)
Footnotes (9)
- [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]32,306 of the reported shares are held by the Cooke Family Trust of 2004 U/A 12/28/2004, of which the Reporting Person has voting and investment power.
- [F4]Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- [F5]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 1,387 shares on February 12, 2026, and will vest as to 1,387 shares on February 12, 2027, 1,387 shares on February 12, 2028, and 1,387 shares on February 12, 2029, subject to the terms and conditions of the award.
- [F6]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 1,401 shares on February 13, 2025, vested as to 1,401 shares on February 13, 2026, and will vest as to 1,401 shares on February 13, 2027, and 1,401 shares on February 13, 2028, subject to the terms and conditions of the award.
- [F7]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 1,509 shares on February 13, 2024, vested as to 1,509 shares on February 13, 2025, vested as to 1,510 shares on February 13, 2026, and will vest as to 1,510 shares on February 13, 2027, subject to the terms and conditions of the award.
- [F8]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.
- [F9]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