Boyer David W. 4

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.