Boyer David W. 4

What Happened

• David W. Boyer, Chief Corporate Affairs Officer at Neurocrine Biosciences (NBIX), had 2,096 restricted stock units (RSUs) convert to common shares on January 31, 2026. The company withheld 1,189 of those shares to satisfy tax withholding obligations at $136.06/share (total withheld value $161,775). Net shares delivered to Mr. Boyer from this vesting were 907 shares. No open-market sale occurred.

Key Details

• Transaction date: January 31, 2026; Form filed February 3, 2026 (timely filing).
• RSU conversion: 2,096 shares converted (reported as derivative exercise/conversion, code M).
• Tax withholding: 1,189 shares withheld (code F) at $136.06/share = $161,775; shares were withheld by the issuer to cover taxes, not sold on the open market (footnote F2).
• Net shares received: 907 (2,096 vested − 1,189 withheld).
• Footnotes: F4 explains the RSU grant schedule (vested annually 2,096 shares on 1/31/23, 1/31/24, 1/31/25, and 1/31/26). F1 notes aggregate prior ESPP purchases of 241 shares; F3 clarifies each RSU equals one share.
• No indication this was a 10% owner transaction or a 10b5‑1 sale plan.

Context

• This was a routine RSU vesting and tax-withholding event—not an open-market sale or a purchase signal. For derivative/award filings like this, “exercise/conversion” means the award converted into shares on the vesting date; withholding to cover taxes is common and does not necessarily indicate a decision to sell shares.