NEUROCRINE BIOSCIENCES INC 10-Q

Item 5. Other Information During the period from April 1, 2023, to June 30, 2023, our executive officers and directors adopted or terminated contracts, instructions or written plans for the purchase or sale of our securities as noted below: Name and Title Action Date Trading Arrangement Total Shares Authorized to be Sold Expiration Date Rule 10b5-1* Non-Rule 10b5-1** David W. Boyer Adopt 5/31/2023 X 11,590 2/15/2024 (Chief Corporate Affairs Officer) William H. Rastetter Adopt 5/31/2023 X 10,900 2/15/2024 (Chair of the Board of Directors) plus the Additional Sell to Cover Shares (as defined in footnote 1) ______________ * Intended to satisfy the affirmative defense of Rule 10b5-1(c) ** Not intended to satisfy the affirmative defense of Rule 10b5-1(c) (1) Dr. Rastetter’s plan provides for the exercise of a vested stock option to purchase 20,000 shares (the “Vested Option”) and the associated sale of 10,900 shares plus an additional number of shares as reasonably estimated by a brokerage firm such that the net proceeds from all shares sold are sufficient to cover the exercise cost and taxes associated with the exercise of the Vested Option (the “Additional Sell to Cover Shares”). 51 Item 6. Exhibits The following exhibits are filed as part of, or incorporated by reference into, this report: Exhibit 3.1 Description: Certificate of Incorporation, as amended Reference: Incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed on November 5, 2018 3.2 Description: Bylaws, as amended 4.1 Description: Form of Common Stock Certificate Reference: Incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No. 333-03172) 4.2 Description: Indenture, dated as of May 2, 2017, by and between the Company and U.S. Bank National Association, as Trustee Reference: Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on May 2, 2017 4.3 Description: First Supplemental Indenture, dated as of December 22, 2021, by and between the Company and U.S. Bank National Association, as Trustee Reference: Incorporated by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K filed on February 11, 2022 4.4 Description: Form of Note representing the Company’s 2.25% Convertible Notes due 2024 Reference: Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on May 2, 2017 10.1+ Description: Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan, as amended and restated 31.1 Description: Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 31.2 Description: Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 32* Description: Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Description: Inline XBRL Instance Document. – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Description: Inline XBRL Taxonomy Extension Schema Document. 101.CAL Description: Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Description: Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Description: Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Description: Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Description: Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101) ______________ + Management contract or compensatory plan or arrangement. * These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Neurocrine Biosciences, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing. Except as specifically noted above, the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K have a Commission File Number of 000-22705. 52 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NEUROCRINE BIOSCIENCES, INC. Dated: August 1, 2023 /s/ Matthew C. Abernethy Matthew C. Abernethy Chief Financial Officer (Duly authorized officer and Principal Financial Officer) 53