Boyer David W. 4
4 · NEUROCRINE BIOSCIENCES INC · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Neurocrine (NBIX) Chief Corporate Affairs Officer Receives 51,633 Shares
What Happened
- David W. Boyer, Chief Corporate Affairs Officer of Neurocrine Biosciences (NBIX), received a total of 51,633 shares on Feb 12–13, 2026 through vesting/conversion of restricted stock units (RSUs) and performance RSUs (PRSUs). These transactions show zero exercise price (i.e., awards/vesting rather than a cash purchase).
- To satisfy tax withholding, the company withheld 8,052 shares (codes F) with an aggregate tax-withholding value of about $998,532. No shares were sold in the open market.
Key Details
- Transaction dates: Feb 12–13, 2026. Individual vesting/conversion lines include 1,600; 1,541; 1,811; 9,968; 31,234; and 5,479 shares (total 51,633).
- Tax-withheld (disposed) shares: 864 @ $123.10 ($106,358); 832 @ $124.12 ($103,268); 978 @ $124.12 ($121,389); 5,378 @ $124.12 ($667,517) — total ≈ $998,532.
- Net new shares delivered to the insider after withholding: 51,633 − 8,052 = 43,581 shares.
- Relevant footnotes: F1 confirms shares were withheld by the company to satisfy tax withholding (no market sale). F2 notes PRSUs granted May 19, 2023 vested at 125% of target upon certification Feb 13, 2026. F4–F6 describe scheduled RSU vesting for prior grants that triggered on Feb 12–13.
- Transaction codes: M = exercise/conversion of derivative (here conversion/vesting), A = award/grant, F = tax withholding. Exercise price shown as $0 indicates these are RSU/PRSUs converting to stock.
- Filing timeliness: Form filed Feb 17, 2026 for transactions on Feb 12–13; filing appears timely per SEC two-business-day rule (Feb 16 was a federal holiday).
Context
- These were issuer-withheld tax transactions following vesting/achievement of performance metrics (not open-market sales). That means the insider did not sell shares publicly — the company retained shares to satisfy taxes.
- PRSU vesting at 125% (per F2) increased the payout relative to target, which is why larger share amounts (e.g., 31,234) appear.
- For retail investors, awards/vests are routine compensation events; they do not necessarily signal a buy or sell opinion by the insider.
Insider Transaction Report
Form 4
Boyer David W.
Chief Corp. Affairs Officer
Transactions
- Exercise/Conversion
Common Stock
2026-02-12+1,600→ 6,313 total - Tax Payment
Common Stock
[F1]2026-02-12$123.10/sh−864$106,358→ 5,449 total - Exercise/Conversion
Common Stock
2026-02-13+1,541→ 6,990 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−832$103,268→ 6,158 total - Exercise/Conversion
Common Stock
2026-02-13+1,811→ 7,969 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−978$121,389→ 6,991 total - Award
Common Stock
[F2]2026-02-13+9,968→ 16,959 total - Tax Payment
Common Stock
[F1]2026-02-13$124.12/sh−5,378$667,517→ 11,581 total - Exercise/Conversion
Restricted Stock Unit
[F3][F4]2026-02-12−1,600→ 4,801 total→ Common Stock (1,600 underlying) - Exercise/Conversion
Restricted Stock Unit
[F3][F5]2026-02-13−1,541→ 3,083 total→ Common Stock (1,541 underlying) - Exercise/Conversion
Restricted Stock Unit
[F3][F6]2026-02-13−1,811→ 1,812 total→ Common Stock (1,811 underlying) - Award
Stock Option
[F7]2026-02-13+31,234→ 31,234 totalExercise: $124.12Exp: 2036-02-13→ Common Stock (31,234 underlying) - Award
Restricted Stock Unit
[F3][F8]2026-02-13+5,479→ 5,479 total→ Common Stock (5,479 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 1,600 shares on February 12, 2026, and will vest as to 1,600 shares on February 12, 2027, 1,600 shares on February 12, 2028, and 1,601 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 1,541 shares on February 13, 2025, vested as to 1,541 shares on February 13, 2026, and will vest as to 1,541 shares on February 13, 2027, and 1,542 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 1,811 shares on February 13, 2024, vested as to 1,811 shares on February 13, 2025, vested as to 1,811 shares on February 13, 2026, and will vest as to 1,812 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