NEUROCRINE BIOSCIENCES INC 10-Q

Item 5. Other Information During the period from April 1, 2025 to June 30, 2025, our officers (as defined in Rule 16a-1(f) under the Exchange Act) 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** Kyle Gano Adoption 5/20/2025 X 96,400 2/4/2026 Chief Executive Officer Matthew Abernethy Adoption 5/23/2025 X 77,176 2/28/2026 Chief Financial Officer Darin Lippoldt Adoption 6/9/2025 X 122,989 2/28/2027 Chief Legal Officer ______________ * 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. 56 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: Neurocrine Biosciences, Inc. 2025 Equity Incentive Plan Reference: Incorporated by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477) 10.2+ Description: Form of Standard Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. 2025 Equity Incentive Plan Reference: Incorporated by reference to Exhibit 99.3 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477) 10.3+ Description: Form of Standard Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use under the Neurocrine Biosciences, Inc. 2025 Equity Incentive Plan Reference: Incorporated by reference to Exhibit 99.4 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477) 10.4+ Description: Form of Director Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. 2025 Equity Incentive Plan Reference: Incorporated by reference to Exhibit 99.5 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477) 10.5+ Description: Form of Director Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use under the Neurocrine Biosciences, Inc. 2025 Equity Incentive Plan Reference: Incorporated by reference to Exhibit 99.6 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477) 10.6+ Description: Form of Non-U.S. Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. 2025 Equity Incentive Plan Reference: Incorporated by reference to Exhibit 99.7 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477) 10.7+ Description: Form of Non-U.S. Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use under the Neurocrine Biosciences, Inc. 2025 Equity Incentive Plan Reference: Incorporated by reference to Exhibit 99.8 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477) 10.8+ Description: Amended and Restated Employment Agreement dated May 30, 2025 between the Company and Eiry W. Roberts, M.D. Reference: Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 30, 2025 10.9+ Description: Neurocrine Biosciences, Inc. 2018 Employee Stock Purchase Plan, as amended and restated Reference: Incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477) 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 57 101.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. 58 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: July 30, 2025 /s/ Matthew C. Abernethy Matthew C. Abernethy Chief Financial Officer (Duly authorized officer and Principal Financial Officer) 59