Cooke Julie 4

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.