NEUROCRINE BIOSCIENCES INC 10-Q

Item 5. Other Information During the period from January 1, 2025 to March 31, 2025, our executive officers and/or 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** Kevin Gorman, Ph.D. Termination 2/24/2025 X 252,427 2/04/2026 Director Kevin Gorman, Ph.D. Adoption 2/24/2025 X 115,935 2/04/2026 Director ______________ * Intended to satisfy the affirmative defense of Rule 10b5-1(c) ** Not intended to satisfy the affirmative defense of Rule 10b5-1(c) *** Represents the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement. The number of shares sold is dependent on the satisfaction of certain conditions as set forth in the written plan and the satisfaction of applicable vesting conditions of equity awards. In addition, our executive officers have entered into sell-to-cover arrangements adopted pursuant to Rule 10b5-1 authorizing the pre-arranged sale of shares to satisfy tax withholding obligations of the Company arising exclusively from the vesting of time-vesting or performance-vesting restricted stock units and the related issuance of shares. The amount of shares to be sold to satisfy the Company’s tax withholding obligations under these arrangements is dependent on future events which cannot be known at this time, including the future trading price of Company shares. The expiration date relating to these arrangements is dependent on future events which cannot be known at this time, including the final vest date of the applicable time-vesting or performance-vesting restricted stock units and the officer’s termination of service. 54 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 Reference: Incorporated by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q filed on October 30, 2024 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) 10.1+ Description: Form of Stock Option Grant Notice and Option Agreement for grants made on or after Ja nuary 30 , 202 5 made under the Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan 10.2+ Description: Neurocrine Biosciences, Inc. Executive Severance Plan effective February 7 , 2025 Reference: Incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K filed on February 10, 2025 10.3+ Description: Amended and Restated Employment Agreement effective February 7 , 2025 between the Company and Kyle W. Gano, Ph.D. Reference: Incorporated by reference to Exhibit 10.31 of the Company’s Annual Report on Form 10-K filed on February 10, 2025 10.4+ Description: Amended and Restated Employment Agreement effective February 7 , 2025 between the Company and Matthew C. Abernethy Reference: Incorporated by reference to Exhibit 10.32 of the Company’s Annual Report on Form 10-K filed on February 10, 2025 10.5+ Description: Amended and Restated Employment Agreement effective February 7, 2025 between the Company and Eric Benevich Reference: Incorporated by reference to Exhibit 10.33 of the Company’s Annual Report on Form 10-K filed on February 10, 2025 10.6+ Description: Amended and Restated Employment Agreement effective February 7, 2025 between the Company and Jude Onyia Reference: Incorporated by reference to Exhibit 10.34 of the Company’s Annual Report on Form 10-K filed on February 10, 2025 10.7+ Description: Amended and Restated Employment Agreement effective February 7, 2025 between the Company and Eiry W. Roberts Reference: Incorporated by reference to Exhibit 10.35 of the Company’s Annual Report on Form 10-K filed on February 10, 2025 10.8* Description: Amended and Restated Exclusive License Agreement dated January 24, 2025 by and between Takeda Pharmaceutical Company Limited and the Company 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. 55 101.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 arrangement. * Certain information in this exhibit has been omitted pursuant to Item 601 of Regulation S-K. ** 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. 56 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: May 5, 2025 /s/ Matthew C. Abernethy Matthew C. Abernethy Chief Financial Officer (Duly authorized officer and Principal Financial Officer) 57