What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-11 compared with 2025-02-10 · 70 added, 107 removed, 241 unchanged (42% of the section changed)

Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the timelines specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the year covered by this report.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

As required by Rule 13a-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the year covered by this report.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the year covered by this report.

Management’s Report on Internal Control Over Financial Reporting

41 unchanged sentences

Other Information

During the period from October 1, 2024, to December 31, 2024, 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

to be Sold***

Rule 10b5-1* Non-Rule 10b5-1**

Sherwin, M.D.

11/7/2024 X 13,831 5/7/2025

Jude Onyia, Ph.D.

11/18/2024 X 89,090 12/31/2025

Chief Scientific Officer

12/11/2024 X 18,571 2/15/2025

Chief Corporate Affairs 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.

Executive Severance Plan

On February 7, 2025, the compensation committee of our board of directors (the Compensation Committee) approved and adopted an Executive Severance Plan (the Severance Plan), pursuant to which executive officers are eligible to participate, including Kyle W.

Gano, Ph.D., our President and Chief Executive Officer, Matthew C.

Abernethy, our Chief Financial Officer, Eric Benevich, our Chief Commercial Officer, Jude Onyia, Ph.D., our Chief Scientific Officer, and Eiry W.

Roberts, M.D., our Chief Medical Officer (each, a Covered Employee, and collectively, the Covered Employees).

Pursuant to the Severance Plan, the Covered Employees are eligible to receive the severance benefits described below, contingent upon the respective Covered Employee’s execution of a general release of claims in favor of the Company as further described in the Severance Plan.

The severance benefits provided pursuant to the Severance Plan supersede any severance benefits to which the Covered Employees were previously entitled, including pursuant to their respective employment agreements.

The Severance Plan provides that, upon (a) a termination of a Covered Employee’s employment without “cause” (as defined in the Severance Plan) and other than due to death or “disability” (as defined in the Severance Plan) or (b) the Covered Employee’s “resignation for good reason” (as defined in the Severance Plan), in each case outside of the time period beginning with the date on which a “change in control” (as defined in the Severance Plan) occurs and ending 12 months following the change in control, or the “change in control determination period,” the Covered Employee will be entitled to receive:

(1) cash severance equal to the product of (x) the sum of (i) the Covered Employee’s annual base salary and (ii) the Covered Employee’s target annual incentive bonus for the year of termination, multiplied by (y) 1 (or 1.5 for Dr.

(2) a cash payment equal to the Covered Employee’s pro rata annual incentive bonus for the year of termination based on actual achievement of the applicable performance goals for such year;

(3) payment of premiums for continued coverage under the Company’s group health plans for up to 12 months (or 18 months for Dr.

(4) accelerated vesting of the Covered Employee’s outstanding time-vesting equity awards to the extent such awards were scheduled to vest under their terms based on the Covered Employee’s continued service over the 12-month period (or 15-month period for Dr.

Gano) following the date of termination;

and (5) vesting of the Covered Employee’s outstanding performance-vesting equity awards to the extent the Compensation Committee determines, in its sole discretion, that the applicable performance goals for such awards have been met as of the date of termination.

In addition, the Severance Plan provides that, upon (a) a termination of a Covered Employee’s employment without “cause” and other than due to death or “disability” or (b) the Covered Employee’s “resignation for good reason, in each case within the change in control determination period, the Covered Employee will be entitled to receive, in lieu of the benefits described above:

(1) a cash payment equal to the product of (x) the sum of (i) the Covered Employee’s annual base salary and (ii) the Covered Employee’s target annual incentive bonus for the year of termination, multiplied by (y) 1.5 (or 2 for Dr.

(2) a cash payment equal to the Covered Employee’s pro rata target annual incentive bonus for the year of termination;

(3) payment of premiums for continued coverage under the Company’s group health plans for up to 18 months (or 24 months for Dr.

and (4) full vesting acceleration of the Covered Employee’s outstanding equity awards, with performance-vesting equity awards vesting at the greater of (x) the target level of performance or (y) the actual level of performance measured in accordance with the applicable performance goals as of the date of termination, as determined by the Compensation Committee in its sole discretion.

The Severance Plan further provides that, upon the termination of a Covered Employee’s employment due to his or her death or “disability” (as defined in the Severance Plan), the Covered Employee will be entitled to receive full vesting acceleration of the Covered Employee’s outstanding equity awards, with performance-vesting equity awards vesting at the greater of (x) the target level of performance or (y) the actual level of performance measured in accordance with the applicable performance goals as of the date of termination, as determined by the Compensation Committee in its sole discretion.

The foregoing description of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Plan, a copy of which is filed as Exhibit 10.26 to this Annual Report on Form 10-K.

Amendment and Restatement of Employment Arrangements

In connection with the adoption of the Severance Plan, and upon the approval by the Compensation Committee, on February 7, 2025, we entered into amended and restated employment agreements (the Amended Employment Agreements) with each of our executive officers, including Dr.

Abernethy, Mr.

Benevich, Dr.

Onyia, and Dr.

The Amended Employment Agreements amend and restate the employment agreements that we previously entered into with our executive officers.

Provisions that were amended in include, among other things:

• Each Amended Employment Agreement provides that the executive officer is eligible for severance benefits under the terms and conditions of the Severance Plan and that such benefits supersede the severance benefits set forth in his or her prior employment agreement.

• Pursuant to their respective Amended Employment Agreements, Dr.

Abernethy, Mr.

Benevich, Dr.

Onyia, and Dr.

Roberts will receive an annual base salary of $920,000, $725,913, $668,690, $720,520 and $731,400, respectively, and will continue to be eligible to receive an annual cash incentive bonus with a target bonus amount equal to 50% (or 100% for Dr.

Gano) of his or her base pay earned for the applicable year.

• Each Amended Employment Agreement provides that compensation provided thereunder, under the Severance Plan, or otherwise awarded or paid to the executive officer in connection with his or her employment with the Company will be subject to recoupment in accordance with the following, as applicable:

(i) the Neurocrine Biosciences, Inc.

Policy for Recoupment of Incentive Compensation, as may be amended from time to time (covering incentive compensation that is received by a covered officer prior to October 2, 2023);

(ii) the Neurocrine Biosciences, Inc.

Incentive Compensation Recoupment Policy, as may be amended from time to time (covering incentive compensation that is received by a covered officer on or after October 2, 2023);

(iii) any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law;

and (iv) any other clawback policy that we adopt.

The foregoing is only a brief description of certain terms of the Amended Employment Agreements, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended Employment Agreements, copies of which are filed as Exhibits 10.31 through 10.35 to this Annual Report on Form 10-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

1 unchanged sentence

Such information is incorporated herein by reference.

We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, and to all of our other officers, directors, employees and agents.

The code of ethics is available at the Corporate Governance section of the Investors page on our website at www.neurocrine.com.

We intend to disclose future amendments to, or waivers from, certain provisions of our code of ethics on the above website within four business days following the date of such amendment or waiver.

We have adopted a code of business conduct and ethics that applies to our Chief Executive Officer, Chief Financial Officer, and to all of our other officers, directors, employees and agents.

The code of business conduct and ethics is available at the Corporate Governance section of the Investors page on our website at www.neurocrine.com.

We intend to disclose future amendments to, or waivers from, certain provisions of our code of business conduct and ethics on the above website within four business days following the date of such amendment or waiver.

Information found on, or accessible through, our website is not part of, and is not incorporated into, this Annual Report on Form 10-K.

1 unchanged sentence

Information required by this item will be contained in our Definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A with the SEC within 120 days of December 31, 2025.

Such information is incorporated herein by reference.

Such information is incorporated herein by reference, except as to information disclosed therein pursuant to Item 402(v) of Regulation S-K relating to pay versus performance.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

4 unchanged sentences

Such information is incorporated herein by reference.

Principal Accounting Fees and Services

Principal Accountant Fees and Services

Such information is incorporated herein by reference.

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report.

23 unchanged sentences

4.2 Description:

Indenture, dated as of May 2, 2017, by and between the Company and U.S.

Bank National Association, as Trustee

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

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

Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on May 2, 2017

4.5 Description:

Description of Common Stock of the Company

Incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on Form 10-K filed on February 7, 2020

19.1 Description:

1 unchanged sentence

Insider Trading Policy

Incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

21.1 Description:

2 unchanged sentences

Consent of Independent Registered Public Accounting Firm

Power of Attorney (included on signature page to this report)

31.1 Description:

33 unchanged sentences

and the Company

Incorporated by reference to Exhibit 10.4 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

10.5 Description:

7 unchanged sentences

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 29, 2019

Exclusive License Agreement dated June 12, 2020 between Takeda Pharmaceutical Company Limited and the Company

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2020

Collaboration and License Agreement dated November 22, 2021 between Heptares Therapeutics Limited and the Company

11 unchanged sentences

Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023

Amended and Restated Exclusive License Agreement dated January 24, 2025 by and between Takeda Pharmaceutical Company Limited and the Company

Incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q filed on May 5, 2025

License Agreement dated December 19, 2014 by and between Sanofi S.A.

and the Company

Amendment 1 to the License Agreement dated D ecember 19, 2016 by and between Sanofi S.A.

and the Company

Amendment 2 to the License Agreement dated October 21, 2019 by and between Sanofi S.A.

and the Company

Equity Plans and Related Agreements :

9 unchanged sentences

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan, as amended and restated

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for grants on or after February 13, 2024 made under the Neurocrine Biosciences, Inc.

4 unchanged sentences

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024

Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan, and Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use under the Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan

Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K filed on February 11, 2022

Form of Stock Option Grant Notice and Option Agreement for grants made on or after January 30, 2025 made under the Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 5, 2025

Neurocrine Biosciences, Inc.

2025 Equity Incentive Plan

Incorporated by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-8 (Registration No.

Form of Standard Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc.

2025 Equity Incentive Plan

Incorporated by reference to Exhibit 99.3 of the Company’s Registration Statement on Form S-8 (Registration No.

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

Incorporated by reference to Exhibit 99.4 of the Company’s Registration Statement on Form S-8 (Registration No.

Form of Director Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc.

2025 Equity Incentive Plan

Incorporated by reference to Exhibit 99.5 of the Company’s Registration Statement on Form S-8 (Registration No.

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

Incorporated by reference to Exhibit 99.6 of the Company’s Registration Statement on Form S-8 (Registration No.

Form of Non-U.S.

Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc.

2025 Equity Incentive Plan

Incorporated by reference to Exhibit 99.7 of the Company’s Registration Statement on Form S-8 (Registration No.

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

Incorporated by reference to Exhibit 99.8 of the Company’s Registration Statement on Form S-8 (Registration No.

Neurocrine Biosciences, Inc.

Inducement Plan, as amended

6 unchanged sentences

2018 Employee Stock Purchase Plan, as amended and restated

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 4, 2022

Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan, and Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use under the Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan

Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K filed on February 11, 2022

Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan, as amended and restated

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

Neurocrine Biosciences, Inc.

2011 Equity Incentive Plan, as amended

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan, as amended and restated

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc.

2011 Equity Incentive Plan, as amended

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

Incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 (Registration No.

Agreements with Officers and Directors :

Neurocrine Biosciences, Inc.

Executive Severance Plan effec tive February 7 , 2025

Executive Severance Plan effective February 7, 2025

Incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

Form of Indemnity Agreement entered into between the Company and its officers and directors

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 1, 2017

Amended and Restated Employment Agreement effective August 1, 2007 between the Company and Kevin C.

Gorman, Ph.D.

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2007

Form of Amendment to Employment Agreement for executive officers, effective as of December 15, 2010

Incorporated by reference to Exhibit 10.32 of the Company’s Annual Report on Form 10-K filed on February 11, 2008

Amended and Restated Employment Agreement effective October 11, 2024 between the Company and Kyle W.

Amended and Restated Employment Agreement effective February 7, 2025 between the Company and Kyle W.

Incorporated by reference to Exhibit 10.31 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

Amended and Restated Employment Agreement effective February 7, 2025 between the Company and Matthew C.

Incorporated by reference to Exhibit 10.32 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

Amended and Restated Employment Agreement effective February 7, 2025 between the Company and Eric Benevich

Amended and Restated Employment Agreement effective Februar y 7 , 2025 between the Company and Jude Onyia

Incorporated by reference to Exhibit 10.33 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

Employment Agreement effective April 2, 2025 between the Company and Sanjay Keswani

Amended and Restated Employment Agreement effective February 7, 2025 between the Company and Jude Onyia

Incorporated by reference to Exhibit 10.34 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

Amended and Restated Employment Agreement effective February 7, 2025 between the Company and Eiry W.

Incorporated by reference to Exhibit 10.35 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

Amended and Restated Employment Agreement dated May 30, 2025 between the Company and Eiry W.

Roberts, M.D.

Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 30, 2025

Amendment to Amended and Restated Employment Agreement dated November 21, 2025 between the Company and Eiry W.

Roberts, M.D.

Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on November 24, 2025

Agreements Related to Real Property :

56 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures