NEUROCRINE BIOSCIENCES INC·4

Feb 17, 5:47 PM ET

Onyia Jude 4

4 · NEUROCRINE BIOSCIENCES INC · Filed Feb 17, 2026

Research Summary

AI-generated summary of this filing

Updated

Neurocrine (NBIX) CSO Onyia Jude Exercises Options & Receives Award

What Happened

  • Onyia Jude, Chief Scientific Officer of Neurocrine Biosciences (NBIX), exercised/converted derivative awards and received vested RSUs/PRSUs in transactions on Feb 12–13, 2026. The filing shows gross issuances/ conversions totaling 92,690 shares. The company withheld 15,099 shares to satisfy tax withholding obligations (payment value shown as $1,872,634), leaving a net of about 77,591 shares issued to Jude.
  • Specific cash/tax-withholding entries reported: 1,426 shares withheld at $123.10 (=$175,541); 1,452 shares withheld at $124.12 (=$180,222); 1,466 shares withheld at $124.12 (=$181,960); and 10,755 shares withheld at $124.12 (=$1,334,911). Several 0.00-priced entries reflect exercises/conversions or the vesting/grant of RSUs/PRSUs rather than open-market sales.

Key Details

  • Transaction dates: Feb 12–13, 2026; Form 4 filed Feb 17, 2026 (reporting period begins Feb 12, 2026).
  • Gross shares issued/converted: 92,690; shares withheld for taxes: 15,099 (value $1,872,634); net shares received ≈ 77,591.
  • Transaction types: M = exercised/converted derivatives; A = grant/award (RSU/PRSU); F = shares withheld to satisfy tax withholding (company withholding, not open‑market sales).
  • Notable footnotes:
    • F1: Shares withheld by the company to satisfy tax withholding; no open-market sale.
    • F2: PRSUs granted May 19, 2023 vested at 125% of target after certification on Feb 13, 2026.
    • F4–F6/F8: Describe timing and schedules of RSU grants and vesting.
  • Shares owned after the transaction: not specified in the provided filing summary.

Context

  • This is primarily a compensation/vesting event (exercises and RSU/PRSU vesting) with tax-withholding handled by share retention — a routine occurrence for executives, not an open‑market sale.
  • Withheld-share tax payments are different from selling shares in the market; they do not necessarily indicate a decision to realize cash proceeds by the insider.
  • For retail investors: vesting/exercise events increase the insider’s reported holdings (net of withheld shares) but are standard compensation mechanics; purchases would be a more explicit bullish signal, while withholding for taxes is routine.

Insider Transaction Report

Form 4
Period: 2026-02-12
Onyia Jude
Chief Scientific Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-02-12+2,56018,537 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-12$123.10/sh1,426$175,54117,111 total
  • Exercise/Conversion

    Common Stock

    2026-02-13+2,69019,801 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-13$124.12/sh1,452$180,22218,349 total
  • Exercise/Conversion

    Common Stock

    2026-02-13+2,71721,066 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-13$124.12/sh1,466$181,96019,600 total
  • Award

    Common Stock

    [F2]
    2026-02-13+19,93539,535 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-13$124.12/sh10,755$1,334,91128,780 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F3][F4]
    2026-02-122,5607,681 total
    Common Stock (2,560 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F3][F5]
    2026-02-132,6905,380 total
    Common Stock (2,690 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F3][F6]
    2026-02-132,7172,717 total
    Common Stock (2,717 underlying)
  • Award

    Stock Option

    [F7]
    2026-02-13+55,11955,119 total
    Exercise: $124.12Exp: 2036-02-13Common Stock (55,119 underlying)
  • Award

    Restricted Stock Unit

    [F3][F8]
    2026-02-13+9,6699,669 total
    Common Stock (9,669 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 2,560 shares on February 12, 2026, and will vest as to 2,560 shares on February 12, 2027, 2,560 shares on February 12, 2028, and 2,560 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 2,690 shares on February 13, 2025, vested as to 2,690 shares on February 13, 2026, and will vest as to 2,690 shares on February 13, 2027, and 2,690 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 2,717 shares on February 13, 2024, vested as to 2,717 shares on February 13, 2025, vested as to 2,717 shares on February 13, 2026, and will vest as to 2,717 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_1771368439.xmlPrimary

    FORM 4