What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-10-28 · 203 added, 293 removed, 268 unchanged (65% of the section changed)

3 unchanged sentences

(in millions, except per share data)

September 30,

2026 December 31,

11 unchanged sentences

Property and equipment, net 90.9 89.8

Intangible assets, net 35.7 36.5

Other noncurrent assets 73.6 59.5

25 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions, except per share data) 2026 2025

7 unchanged sentences

Selling, general, and administrative 318.5 276.5

Gain on sale of business, net of transaction costs

Total operating expenses 621.1 549.0

Operating income

239.0 183.8 408.2 428.5

Other income (expense):

1 unchanged sentence

25.3 ( 30.6 )

Charges associated with convertible senior notes

— — — ( 138.4 )

Investment income and other, net 28.1 21.7

Total other income (expense), net

52.8 6.5 57.8 ( 105.1 )

Income before provision for income taxes

291.8 190.3 466.0 323.4

Provision for income taxes 48.9 6.8

2 unchanged sentences

Unrealized (loss) gain on available-for-sale debt securities, net of tax

( 0.9 ) 9.1 3.5 5.0

Comprehensive income $ 185.2 $ 11.1

12 unchanged sentences

(in millions) Shares $ Total

Balance at June 30, 2025

Balance at December 31, 2025

100.1 $ 0.1 $ 2,792.2 $ 13.1 $ 447.7 $ 3,253.1

Net income — — — — 197.9 197.9

Other comprehensive income, net of tax

Other comprehensive loss, net of tax

— — — ( 12.7 ) — ( 12.7 )

Stock-based compensation expense — — 57.2 — — 57.2

Issuances of common stock under stock plans 0.7 — 45.4 — — 45.4

Balance at September 30, 2025

99.7 $ 0.1 $ 2,696.3 $ 13.2 $ 294.0 $ 3,003.6

Balance at June 30, 2024

Issuances of common stock under benefit plans, net of tax

0.9 — ( 32.1 ) — — ( 32.1 )

Net income — — — — 129.8 129.8

Other comprehensive income, net of tax

Repurchases of common stock

( 0.4 ) — — — ( 56.0 ) ( 56.0 )

Stock-based compensation expense — — 41.5 — — 41.5

Issuances of common stock under stock plans 0.3 — 26.4 — — 26.4

Balance at September 30, 2024

Balance at March 31, 2026

100.6 $ 0.1 $ 2,817.3 $ 0.4 $ 589.6 $ 3,407.4

5 unchanged sentences

Stock-based compensation expense — — 52.8 — — 52.8

Issuances of common stock under stock plans 2.1 — 90.0 — — 90.0

Issuances of common stock under benefit plans 1.2 — 32.1 — — 32.1

Repurchases of common stock

( 1.6 ) — ( 107.6 ) — ( 42.4 ) ( 150.0 )

Balance at September 30, 2025

99.7 $ 0.1 $ 2,696.3 $ 13.2 $ 294.0 $ 3,003.6

Balance at December 31, 2023

98.7 $ 0.1 $ 2,382.0 $ 7.0 $ ( 157.1 ) $ 2,232.0

Net income — — — — 238.2 238.2

Other comprehensive income, net of tax

— — — 7.5 — 7.5

Stock-based compensation expense — — 129.1 — — 129.1

Issuances of common stock under stock plans 2.5 — 112.1 — — 112.1

Balance at September 30, 2024

Balance at March 31, 2025

99.0 $ 0.1 $ 2,531.9 $ 9.0 $ ( 5.3 ) $ 2,535.7

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(in millions) 2026 2025

2 unchanged sentences

Adjustments to reconcile net income to net cash from operating activities:

Stock-based compensation expense 159.3 129.1

Charges associated with convertible senior notes

Impairment charges associated with leased properties

Stock-based compensation 57.2 52.8

Depreciation 7.2 6.6

Accretion of discount on available-for-sale debt securities, net ( 1.3 ) ( 4.6 )

Amortization of intangible assets 3.0 2.7

Amortization of acquired intangible assets 0.1 1.0

Changes in fair values of equity investments ( 25.3 ) 30.6

1 unchanged sentence

Non-cash lease expense

Gain on sale of business, net of transaction costs ( 28.6 ) —

Change in operating assets and liabilities:

3 unchanged sentences

Income tax assets and liabilities

( 54.3 ) ( 4.8 )

Other assets and liabilities, net ( 31.4 ) 2.5

3 unchanged sentences

Sales and maturities of available-for-sale debt securities 259.2 298.1

Proceeds from sale of business 63.2 —

Capital expenditures ( 9.1 ) ( 10.7 )

2 unchanged sentences

Issuances of common stock under benefit plans 23.6 32.1

Taxes paid related to net share settlement of equity awards

Repurchases of common stock

Payments to settle convertible senior notes

( 54.0 ) ( 150.0 )

Cash flows from financing activities ( 86.1 ) ( 117.9 )

Effect of exchange rate changes on cash and cash equivalents — 0.3

Change in cash, cash equivalents and restricted cash ( 446.5 ) ( 38.9 )

3 unchanged sentences

Accrued capital expenditures

Right-of-use assets acquired through operating leases $ — $ 9.0

Cash paid for interest $ — $ 1.6

Cash paid for income taxes $ 0.3 $ 0.6

14 unchanged sentences

There were no significant changes to our significant accounting policies as disclosed in the 2025 Form 10-K.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

We adopted ASU 2023-07 for annual reporting periods beginning January 1, 2024 and interim reporting periods beginning January 1, 2025.

The adoption of ASU 2023-07 had no significant impact on our financial statement disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact that adoption of ASU 2023-09 will have on our financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40):

2 unchanged sentences

We are currently evaluating the impact that adoption of ASU 2024-03 will have on our financial statement disclosures.

Collaboration and License Agreements

Nxera Pharma UK Limited (Nxera)

In 2021, we entered into a collaboration and license agreement with Nxera (formerly Sosei Heptares) to develop and commercialize certain compounds containing sub-type selective muscarinic M1, M4, or dual M1/M4 receptor agonists, which we have the exclusive rights to develop, manufacture and commercialize worldwide, excluding in Japan, where Nxera retains the rights to develop, manufacture, and commercialize all compounds comprised of M1 receptor agonists, subject to certain exceptions.

With respect to such rights retained by Nxera, we retain the rights to opt in to profit sharing arrangements, pursuant to which we and Nxera will equally share in the operating profits and losses for such compounds in Japan.

Subject to specified conditions, we may elect to exercise such opt-in rights with respect to each such compound either before initiation of the first proof of concept Phase 2 clinical trial for such compound or following our receipt from Nxera of the top-line data from such clinical trial for such compound.

We are responsible for all development, manufacturing, and commercialization costs of any collaboration product.

Direclidine (NBI-1117568) is a first-in-class, orally active, highly selective investigational M4 agonist in development as a potential treatment for schizophrenia.

In connection with the initiation of a Phase 3 clinical study for direclidine in schizophrenia in May 2025, we paid Nxera a milestone of $ 15.0 million, which was expensed as research and development (R&D) in the second quarter of 2025.

In connection with the successful completion of a long-term toxicity program for direclidine in April 2024, we paid Nxera a milestone of $ 15.0 million, which was expensed as R&D in the second quarter of 2024.

In connection with the successful completion of the Phase 2 clinical study for direclidine in August 2024, we paid Nxera a milestone of $ 35.0 million, which was expensed as R&D in the third quarter of 2024.

Under the terms of the agreement, Nxera may be entitled to receive potential future payments of up to $ 2.5 billion upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any collaboration product.

Unless earlier terminated, the agreement will continue on a licensed product-by-licensed product and country-by-country basis until the date on which the royalty term for such licensed product has expired in such country.

On a licensed product-by-licensed product and country-by-country basis, royalty payments would commence on the first commercial sale of a licensed product and terminate on the later of (i) the expiration of the last patent covering such licensed product in such country, (ii) a number of years from the first commercial sale of such licensed product in such country and (iii) the expiration of regulatory exclusivity for such licensed product in such country.

We may terminate the agreement in its entirety or with respect to one or more targets upon 180 days’ written notice to Nxera during the research collaboration term and upon 90 days’ written notice to Nxera following the expiration of the research collaboration term.

Following the expiration of the research collaboration term, Nxera may terminate the agreement on a target-by-target basis in the event that we do not conduct any material development activities outside of Japan with respect to a certain compound or licensed product within the applicable target class for a continuous period of not less than 365 days and do not commence any such activities within 120 days of receiving written notice.

Either party may terminate the agreement, subject to specified conditions, (i) in the event of material breach by the other party, subject to a cure period, (ii) if the other party challenges the validity or enforceability of certain intellectual property rights, subject to a cure period, or (iii) if the other party becomes insolvent or takes certain actions related to insolvency.

Takeda Pharmaceutical Company Limited (Takeda)

In 2020, we entered into an exclusive license agreement with Takeda (the 2020 Takeda Agreement), pursuant to which we acquired the exclusive rights to develop and commercialize certain early to mid-stage psychiatry compounds, including luvadaxistat, NBI-1070770, osavampator (NBI-1065845), NBI-1065846, and three non-clinical stage compounds.

Pursuant to the 2020 Takeda Agreement, osavampator was designated as a profit-share product, meaning we and Takeda would equally share in the operating profits and losses.

Takeda also retained the right to opt-out of the profit-sharing arrangement, pursuant to which Takeda would be entitled to receive potential future payments upon the achievement of certain event-based milestones with respect to osavampator and receive royalties on the future net sales of osavampator (in lieu of equally sharing in the operating profits and losses).

In October 2024, we provided Takeda with written notice of termination of the license under the 2020 Takeda Agreement to develop and commercialize luvadaxistat and NBI-1065846, which became effective in April 2025.

In January 2025, we and Takeda amended and restated the exclusive license agreement (the Restated Takeda Agreement) to, among other things, reflect the conversion from sharing operating profits and losses with respect to the development and commercialization of osavampator to a royalty-bearing license, the return of rights to osavampator in Japan to Takeda, and our previous termination of DAAO inhibitors under the 2020 Takeda Agreement, including luvadaxistat, and GPR139 agonists, including NBI-1065846.

Under the Restated Takeda Agreement, we will retain exclusive rights to develop and commercialize osavampator for all indications in all territories worldwide except Japan, where Takeda will reacquire exclusive development and commercialization rights.

In addition, each party is responsible for development costs for osavampator in its respective territory, and each party is eligible to receive royalty payments based on the other party’s net sales of osavampator in the other party’s territory.

Pursuant to the Restated Takeda Agreement and upon the successful development and commercialization of osavampator, we will incur tiered based royalties payable to Takeda in the mid-to-upper teens in the U.S.

and low double-digits outside of the U.S.

on a blended basis as a percentage of net sales.

Additionally, we are entitled to receive royalties from Takeda on the future net sales of osavampator in Japan.

Osavampator is a potential first-in-class alpha-amino-3-hydroxy-5-methyl-4-isoxazole propionic acid (AMPA) positive allosteric modulator (PAM) in development for patients with inadequate response to treatment of major depressive disorder (MDD).

In connection with the initiation of a Phase 3 clinical study for osavampator in MDD in January 2025, we paid Takeda a milestone of $ 37.5 million, which was expensed as R&D in the first quarter of 2025.

NBI-1070770 is a novel, selective, and orally active, negative allosteric modulator (NAM) of the NR2B subunit-containing N-methyl-D-aspartate (NMDA NR2B) receptor in development as a potential treatment for MDD.

In connection with the initiation of a Phase 2 clinical study for NBI-1070770 in MDD in April 2024, we paid Takeda a milestone of $ 7.5 million, which was expensed as R&D in the second quarter of 2024.

Takeda may be entitled to receive potential future payments of up to $ 0.7 billion upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any royalty-bearing product.

Unless earlier terminated, the Restated Takeda Agreement will continue on a licensed product-by-licensed product and country-by-country basis until the date on which, (i) for any royalty-bearing product, the royalty term has expired in such country;

and (ii) for any profit-share product, for so long as we continue to develop, manufacture, or commercialize such licensed product.

On a licensed product-by-licensed product and country-by-country basis, royalty payments would commence on the first commercial sale of a royalty-bearing product and terminate on the later of (i) the expiration of the last patent covering such royalty-bearing product in such country, (ii) a number of years from the first commercial sale of such royalty-bearing product in such country and (iii) the expiration of regulatory exclusivity for such royalty-bearing product in such country.

We may terminate the Restated Takeda Agreement in its entirety or in one or more (but not all) of the U.S., Japan, the European Union and the United Kingdom, or, collectively, the major markets, upon six months ’ written notice to Takeda (i) with respect to all licensed products prior to the first commercial sale of the first licensed product for which first commercial sale occurs, or (ii) with respect to all licensed products in one or more given target classes, as defined in the Restated Takeda Agreement, prior to the first commercial sale of the first licensed product in such target class for which first commercial sale occurs.

We may terminate the Restated Takeda Agreement in its entirety or in one or more (but not all) of the major markets upon 12 months’ written notice to Takeda (i) with respect to all licensed products following the first commercial sale of the first licensed product for which first commercial sale occurs, or (ii) with respect to all licensed products in one or more given target classes following the first commercial sale of the first licensed product in such target class for which first commercial sale occurs.

Takeda may terminate the Restated Takeda Agreement, subject to specified conditions, (i) if we challenge the validity or enforceability of certain Takeda intellectual property rights or (ii) on a target class-by-target class basis, in the event that we do not conduct any material development or commercialization activities with respect to any licensed product within such target class for a specified continuous period.

Subject to a cure period, either party may terminate the Restated Takeda Agreement in the event of any material breach, solely with respect to the target class of a licensed product to which such material breach relates, or in its entirety in the event of any material breach that relates to all licensed products, or if either party challenges the validity or enforceability of certain intellectual property rights.

Xenon Pharmaceuticals Inc.

In 2019, we entered into a collaboration and license agreement with Xenon to identify, research and develop sodium channel inhibitors, including NBI-921352 and three preclinical candidates, which compounds we have the exclusive rights to develop and commercialize.

In connection with the agreement, we purchased 1.4 million shares (at $ 14.196 per share) of Xenon common stock in 2019, 0.3 million shares (at $ 19.9755 per share) of Xenon common stock in 2021, and 0.3 million shares (at $ 31.855 per share) of Xenon common stock in 2022.

We are responsible for all development and manufacturing costs of any collaboration product, subject to certain exceptions.

NBI-921355 is an investigational, selective inhibitor of voltage-gated sodium channels Na v 1.2 and Na v 1.6 in development as a potential treatment of certain types of epilepsy.

In connection with the initiation of a Phase 1 clinical study to evaluate the safety, tolerability, pharmacokinetics, and pharmacodynamics of NBI-921355 in healthy adult participants in February 2025, we paid Xenon a milestone of $ 7.5 million, which was expensed as R&D in the first quarter of 2025.

Under the terms of the agreement, Xenon may be entitled to receive potential future payments of up to $ 1.7 billion upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any collaboration product.

Xenon retains the right to elect to co-develop one product in a major indication, pursuant to which Xenon would receive a mid-single digit percentage increase in royalties earned on the future net sales of such product in the United States and we and Xenon would equally share in the development costs of such product in the applicable indication, except where such development costs relate solely to the regulatory approval of such product outside the United States.

Unless earlier terminated, the agreement will continue on a licensed product-by-licensed product and country-by-country basis until the expiration of the royalty term for such product in such country.

Upon the expiration of the royalty term for a particular licensed product and country, the license obtained by us with respect to such product and country will become fully paid, royalty free, perpetual and irrevocable.

We may terminate the agreement upon 90 days’ written notice to Xenon, provided that such unilateral termination will not be effective for certain products until we have used commercially reasonable efforts to complete certain specified clinical studies.

Either party may terminate the agreement in the event of a material breach in whole or in part, subject to specified conditions.

Voyager Therapeutics, Inc.

2019 Voyager Agreement

In 2019, we entered into a collaboration and license agreement with Voyager (the 2019 Voyager Agreement), pursuant to which we obtained certain rights to develop and commercialize product candidates, including the rights to gene therapy product candidates for the treatment of Friedreich’s ataxia (FA) and two undisclosed programs.

In April 2025, we mutually agreed with Voyager to discontinue the two undisclosed programs and the rights to the targets selected under these programs returned to Voyager.

We are responsible for all development and commercialization costs of any collaboration product under the 2019 Voyager Agreement, subject to certain co-development and co-commercialization rights retained by Voyager.

In connection with the 2019 Voyager Agreement, we purchased 4.2 million shares (at $ 11.9625 per share) of Voyager common stock (the 2019 Voyager Shares), which are subject to certain transfer, beneficial ownership, and voting restrictions for a period of up to three years from the effective date of the 2023 Voyager Agreement (defined below).

In connection with the selection of a development candidate under the FA program pursuant to our collaboration with Voyager, we paid Voyager a milestone of $ 5.0 million, which was expensed as R&D in the first quarter of 2024.

Under the terms of the 2019 Voyager Agreement, Voyager may be entitled to receive potential future payments of up to $ 0.5 billion upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any collaboration product, subject to certain co-development and co-commercialization rights retained by Voyager.

Unless terminated earlier, the 2019 Voyager Agreement will continue in effect until the expiration of the last to expire royalty term with respect to any collaboration product under the agreement or the last expiration or termination of any exercised co-development and co-commercialization rights by Voyager as provided for in the 2019 Voyager Agreement.

We may terminate the 2019 Voyager Agreement upon 180 days’ written notice to Voyager prior to the first commercial sale of any collaboration product under the 2019 Voyager Agreement or upon one year after the date of notice if such notice is provided after the first commercial sale of any collaboration product under the 2019 Voyager Agreement.

2023 Voyager Agreement

In 2023, we entered into a collaboration and license agreement with Voyager, which we amended in April 2024 (as amended, the 2023 Voyager Agreement), pursuant to which we acquired the global rights to the gene therapy products directed to the gene that encodes glucosylceramidase beta 1 (GBA1) for the treatment of Parkinson's disease and other diseases associated with GBA1 (the GBA1 Program), and three gene therapy programs directed to rare central nervous system (CNS) targets, each enabled by Voyager's next-generation TRACER TM capsids.

With respect to collaboration products subject to the GBA1 Program, we are responsible for all development and commercialization costs of any such products, including in the U.S., where Voyager retains certain co-development and co-commercialization rights.

Voyager may elect to exercise such rights, pursuant to which we and Voyager would equally share in the operating profits and losses of such products in the U.S.

(in lieu of Voyager being entitled to receive potential future payments of certain event-based milestones upon their achievement in the U.S.

and receive royalties on the future net sales of such products in the U.S.), following Voyager’s receipt of the top-line data from a first clinical trial Parkinson’s disease.

However, if we and Voyager elect to focus on an indication other than Parkinson’s disease prior to Voyager’s receipt of top-line data from a first clinical trial for Parkinson’s disease, then Voyager may elect to exercise such co-development and co-commercialization rights after the later of:

(i) Voyager’s receipt of top-line data from the first clinical trial of a product that is the subject of the GBA1 Program or (ii) the date we and Voyager decide not to pursue Parkinson’s disease as an indication for development under the GBA1 Program.

Irrespective of Voyager’s election to exercise such rights, Voyager may be entitled to receive potential future payments upon the achievement of certain event-based milestones outside the U.S.

and would be entitled to receive royalties on the future net sales of any such product outside the U.S.

With respect to collaboration products subject to the three gene therapy programs directed to rare CNS targets, we are responsible for all development and commercialization costs for any such products.

In connection with the 2023 Voyager Agreement, we purchased 4.4 million shares (at $ 8.88 per share) of Voyager common stock (the 2023 Voyager Shares), which are subject to certain transfer, beneficial ownership, and voting restrictions for a period of up to three years from the effective date of the 2023 Voyager Agreement.

In addition, as part of the collaboration, Jude Onyia, Ph.D., Chief Scientific Officer of Neurocrine Biosciences, was appointed to Voyager's board of directors.

Onyia (or another individual designated by us) will be nominated for election to Voyager's board of directors annually for a maximum duration of 10 years from the effective date of the 2023 Voyager Agreement.

As a result, our equity investment in Voyager became subject to the equity method of accounting, and Voyager became a related party, following our purchase of the 2023 Voyager Shares, after which, together with the 2019 Voyager Shares, we owned approximately 19.9 % of the voting stock of Voyager.

We elected the fair value option to account for our equity investment in Voyager as we believe it creates greater transparency regarding the investment's fair value at future reporting dates.

In connection with the selection of development candidates under the GBA1 program pursuant to our collaboration with Voyager, we expensed milestones of $ 3.0 million as R&D in both the second and third quarters of 2024.

Under the terms of the 2023 Voyager Agreement, Voyager may be entitled to receive potential future payments of up to $ 6.1 billion upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any collaboration product, subject to certain co-development and co-commercialization rights retained by Voyager.

Unless terminated earlier, the 2023 Voyager Agreement will continue in effect until the expiration of the last to expire royalty term with respect to any collaboration product under the 2023 Voyager Agreement or the last expiration or termination of any exercised co-development and co-commercialization rights by Voyager as provided for in the 2023 Voyager Agreement.

We may terminate the 2023 Voyager Agreement upon 180 days’ written notice to Voyager prior to the first commercial sale of any collaboration product under the 2023 Voyager Agreement or upon one year after the date of notice if such notice is provided after the first commercial sale of any collaboration product under the 2023 Voyager Agreement.

In 2014, we entered into a license agreement with Sanofi, pursuant to which we acquired the global rights to develop and commercialize certain corticotropin-releasing factor type 1 (CRF-1) receptor antagonists, including crinecerfont.

We launched CRENESSITY ® (crinecerfont) in the U.S.

as a first-in-class U.S.

Food and Drug Administration (FDA)-approved treatment of classic congenital adrenal hyperplasia (CAH) in December 2024.

We are responsible for all manufacturing, development, and commercialization costs of any licensed product.

Under the terms of our license agreement with Sanofi, Sanofi may be entitled to receive potential future payments of up to $ 10.0 million upon the achievement of certain event-based milestones and is entitled to receive royalties at tiered percentage rates ranging from 3.0 % to 5.0 % on our future net sales of CRENESSITY in the U.S.

for the longer of 16 years or the life of the related patent rights.

Mitsubishi Tanabe Pharma Corporation (MTPC)

In 2015, we out-licensed the rights to valbenazine in Japan and other select Asian markets to MTPC.

In 2020, we entered into a commercial supply agreement with MTPC, pursuant to which we supply MTPC with valbenazine drug product for commercial use in such markets.

MTPC launched DYSVAL ® (valbenazine) in Japan for the treatment of tardive dyskinesia in June 2022 and subsequently in other select Asian markets, where it is marketed as REMLEAS ® (valbenazine).

MTPC is responsible for all development, manufacturing, and commercialization costs of valbenazine in such markets.

Under the terms of our license agreement with MTPC, we may be entitled to receive potential future payments of up to $ 30.0 million upon the achievement of certain sales-based milestones and are entitled to receive royalties at tiered percentage rates on future MTPC net sales of valbenazine for the longer of 10 years or the life of the related patent rights.

MTPC may terminate the agreement upon 180 days’ written notice to us.

In such event, all out-licensed product rights would revert to us.

In 2010, we out-licensed the global rights to elagolix to AbbVie.

AbbVie launched ORILISSA ® (elagolix tablets) in the U.S.

for the treatment of moderate to severe pain associated with endometriosis in August 2018 and ORIAHNN ® (elagolix, estradiol and norethindrone acetate capsules and elagolix capsules) in the U.S.

for the treatment of heavy menstrual bleeding due to uterine fibroids in June 2020.

AbbVie is responsible for all development and commercialization costs of elagolix.

Under the terms of our license agreement with AbbVie, we may be entitled to receive potential future payments of up to $ 366.0 million upon the achievement of certain event-based milestones and are entitled to receive royalties at tiered percentage rates on future AbbVie net sales of elagolix for the longer of 10 years or the life of the related patent rights.

AbbVie may terminate the agreement upon 180 days’ written notice to us.

In such event, all out-licensed product rights would revert to us.

Fair Value Measurements

4 unchanged sentences

The following table presents a summary of certain financial assets, which were measured at fair value on a recurring basis.

September 30,

2026 December 31,

10 unchanged sentences

Our investment portfolio is maintained in accordance with our investment policy, which defines allowable investments, specifies credit quality standards, and limits the credit exposure of any single issuer.

As of September 30, 2025 and December 31, 2024, we held available-for-sale debt securities with a total fair value of $ 349.8 million and $ 458.7 million, respectively, that were in unrealized loss positions totaling $ 0.5 million and $ 1.7 million, respectively.

Available-for-sale debt securities that had been in unrealized loss positions for longer than twelve months were not significant as of September 30, 2025 or December 31, 2024.

As of March 31, 2026 and December 31, 2025, we held available-for-sale debt securities with a total fair value of $ 1.58 billion and $ 335.1 million, respectively, that were in unrealized loss positions totaling $ 7.2 million and $ 0.6 million, respectively.

Available-for-sale debt securities that had been in unrealized loss positions for longer than twelve months were not significant as of March 31, 2026 or December 31, 2025.

Unrealized losses on available-for-sale debt securities are primarily caused by changes in interest rates.

Our investments in available-for-sale debt securities are of high credit quality, and we do not intend to sell these investments and it is not more likely than not that we will be required to sell these investments before their maturity.

Accrued interest receivables on available-for-sale debt securities totaled $ 18.4 million and $ 14.4 million, respectively, as of September 30, 2025 and December 31, 2024 and are included in other current assets on the condensed consolidated balance sheets.

Our investments in available-for-sale debt securities are of high credit quality.

Further, as of March 31, 2026, we did not intend to sell, and it was not more likely than not that we would be required to sell, these investments before recovery of their amortized cost basis.

Subsequent to March 31, 2026, we entered into an Agreement and Plan of Merger to acquire Soleno Therapeutics, Inc.

If the proposed acquisition is consummated, we expect to fund the transaction with cash on hand and available investments and, accordingly, may sell certain available-for-sale debt securities prior to maturity.

As of March 31, 2026, potential realized losses on such investments that may be sold prior to maturity were not expected to be material.

Accrued interest receivables on available-for-sale debt securities totaled $ 21.9 million and $ 20.5 million, respectively, as of March 31, 2026 and December 31, 2025 and are included in other current assets on the condensed consolidated balance sheets.

We do not measure an allowance for credit losses for accrued interest receivables.

3 unchanged sentences

The following table presents the percent of total gross product sales for each of our customers who individually accounted for 10% or more of total gross product sales.

Nine Months Ended

September 30,

Three Months Ended

Customer A 36 % 41 %

2 unchanged sentences

The following table presents the percent of total accounts receivable for each of our customers who individually accounted for 10% or more of total accounts receivable.

September 30,

2026 December 31,

3 unchanged sentences

Customer D 10 % 10 %

Earnings per Share

Earnings per share were calculated as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions, except per share data) 2025 2024 2025 2024

Net income - basic and diluted $ 209.5 $ 129.8 $ 324.9 $ 238.2

Weighted-average common shares outstanding:

Basic 99.4 101.1 99.3 100.6

Effect of dilutive securities 3.1 3.2 2.7 3.4

Diluted 102.5 104.3 102.0 104.0

Earnings per share:

Basic $ 2.11 $ 1.28 $ 3.27 $ 2.37

Diluted $ 2.04 $ 1.24 $ 3.19 $ 2.29

Shares excluded from diluted per share amounts because their effect would have been anti-dilutive 3.3 1.7 4.3 1.9

Our operating leases that have commenced have terms that expire beginning 2027 through 2036 and consist of office space and research and development laboratories, including our corporate headquarters.

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The following table presents supplemental operating lease information for operating leases that have commenced.

Nine Months Ended

September 30,

Three Months Ended

(in millions, except weighted average data) 2026 2025

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Cash paid for amounts included in the measurement of operating lease liabilities $ 12.7 $ 9.3

September 30,

Weighted average remaining lease term

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Weighted average discount rate 4.9 % 4.9 %

Restricted cash related to letters of credit issued in lieu of cash security deposits $ 7.8 $ 7.8

The following table presents approximate future non-cancelable minimum lease payments under operating leases and sublease income as of September 30, 2025.

(in millions) Operating

Restricted cash related to leases $ 7.8 $ 7.8

The following table presents approximate future non-cancelable minimum lease payments under operating leases and sublease income as of March 31, 2026.

(dollars in millions)

2026 (9 months remaining)

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Noncurrent operating lease liabilities $ 406.2

New Campus Facility

On February 8, 2022, we entered into a lease agreement for a four-building campus facility to be constructed in San Diego, California, including a six-year option for the construction of a fifth building.

This campus facility, comprised of office space and research and development laboratories, now serves as our new corporate headquarters.

The construction of the new campus facility was phased.

In connection with the completion of the first phase of construction relating to office space, we recognized ROU assets of $ 199.0 million and operating lease liabilities of $ 189.8 million in December 2023.

In connection with the completion of the second phase of construction relating to laboratory space, we recognized ROU assets of $ 258.9 million and operating lease liabilities of $ 211.7 million in October 2024.

Impairment of ROU Assets

From time to time, we reassess the asset groupings for corporate ROU assets that are actively being marketed for sublease in connection with leased office space that has been vacated as we continued to occupy our new campus facility.

For asset groups where impairment is triggered, we use discounted cash flow models (an income approach) with Level 3 inputs to estimate the fair values of the asset groups.

The significant assumptions used in the discounted cash flows models include projected sublease income over the remaining lease term, expected downtime prior to the commencement of executed or future subleases, and discount rates that reflect a market participant's assumptions in valuing the asset groups.

We recognized impairment charges totaling $ 14.0 million in the second quarter of 2024, of which $ 11.3 million and $ 2.7 million, respectively, was related to the ROU assets and tenant improvements associated with the underlying leased properties.

Impairment charges were not significant for the first nine months of 2025.

Stockholders’ Equity

Share Repurchases

In February 2025, our Board of Directors authorized a new share repurchase program (the 2025 Repurchase Program) under which we may repurchase up to $ 500.0 million of our common stock, subject to market conditions.

Under the 2025 Repurchase Program, we repurchased 1.5 million shares on the open market for a cost of $ 167.7 million during the first nine months of 2025.

As of September 30, 2025, we had $ 332.3 million remaining under the 2025 Repurchase Program.

Under the 2025 Repurchase Program, share repurchases may be made from time to time at management's discretion through a variety of methods, such as open-market transactions including pre-set trading plans, privately negotiated transactions, accelerated share repurchases, and other transactions in accordance with applicable securities laws.

Shares repurchased under the 2025 Repurchase Program are retired immediately, resulting in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares for both basic and diluted earnings per share, and included in the category of authorized but unissued shares.

The excess of the purchase price over the par value of the common shares was recorded as reductions to retained earnings and additional paid-in capital.

In November 2024, we entered into an accelerated share repurchase transaction (the 2024 Repurchase Program) with a third-party financial institution to repurchase an aggregate of $ 300.0 million of our common stock.

Shares repurchased under the 2024 Repurchase Program were retired immediately upon receipt, resulting in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares for both basic and diluted earnings per share in the period received, and included in the category of authorized but unissued shares.

At inception, we paid the financial institution $ 300.0 million using cash on hand and took initial delivery of 2.0 million shares in November 2024.

The fair market value of the 2.0 million initial shares received was $ 240.5 million, with the excess of the fair market value over the par value of the initial shares received recorded as reductions to retained earnings and additional paid-in capital.

The remaining $ 59.5 million of the repurchase price was recorded as a reduction to additional paid-in capital.

The 2024 Repurchase Program was completed in February 2025, at which time we received an additional 0.3 million shares upon settlement, with the excess of the fair market value over the par value of the settlement shares received recorded as an increase to additional paid-in capital and a reduction to retained earnings.

In total, we repurchased 2.3 million shares under the 2024 Repurchase Program at an average price of $ 131.83 per share, which represents the daily volume-weighted average price of our common stock over the term of the transaction, less a negotiated discount.

The following table presents information relating to purchases of our common stock.

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions, except per share data)

2025 2024 2025 2024

Total number of shares repurchased

Amount repurchased

$ — $ — $ 227.2 $ —

Average price per share

$ — $ — $ 127.31 $ —

Intangible Assets

The following table presents information relating to our recognized intangible assets.

September 30,

2025 December 31,

(in millions)

Gross Carrying Amount Accumulated Amortization Net

Carrying Amount Gross Carrying Amount Accumulated Amortization Net

Carrying Amount

Developed product rights (1)

$ 43.2 $ 11.3 $ 31.9 $ 40.5 $ 7.7 $ 32.8

Acquired IPR&D (2)

$ 3.8 $ — 3.8 $ 3.7 $ — 3.7

Total intangible assets, net $ 35.7 $ 36.5

_________________________

(1) Developed product rights have a useful life of 10 to 16 years.

(2) Acquired IPR&D is considered indefinite lived until the completion or abandonment of the associated research and development efforts.

The following table presents approximate future annual amortization expense for our finite-lived intangible assets as of September 30, 2025.

(in millions) Amount

Year ending December 31, 2025 (3 months remaining)

Year ending December 31, 2026

Year ending December 31, 2027

Year ending December 31, 2028

Year ending December 31, 2029

Thereafter $ 14.5

Convertible Senior Notes

On May 2, 2017, we completed a private placement of $ 517.5 million in aggregate principal amount of 2.25 % fixed-rate convertible senior notes due May 15, 2024 (the 2024 Notes) and entered into the 2017 Indenture with respect to the 2024 Notes.

Interest on the 2024 Notes was due semi-annually on May 15 and November 15 of each year.

In 2020, we repurchased $ 136.2 million in aggregate principal amount of the 2024 Notes for an aggregate repurchase price of $ 186.9 million in cash.

In 2022, we repurchased $ 210.8 million in aggregate principal amount of the 2024 Notes for an aggregate repurchase price of $ 279.0 million in cash.

In January 2024, we provided notice to the holders of the 2024 Notes electing to settle all conversions of the 2024 Notes which occur on or after January 15, 2024, in cash.

Consequently, the embedded conversion option of the 2024 Notes (the conversion feature) required bifurcation and separate accounting from the 2024 Notes as it no longer qualified for the equity scope exception under ASC 815, Derivatives and Hedging.

Upon bifurcation of the conversion feature in the first quarter of 2024, we recorded a derivative liability at a fair value of $ 126.6 million (Level 3) and a corresponding debt discount that was accreted over the remaining term of the 2024 Notes using the straight-line method.

Subsequent changes in the fair value of the derivative liability and accretion of the associated debt discount were recorded in other expense, net on the condensed consolidated statements of income and comprehensive income.

During the second quarter of 2024, holders of the 2024 Notes converted $ 169.8 million in aggregate principal amount of the 2024 Notes for $ 308.2 million in cash, reflecting a conversion premium of $ 138.4 million calculated based on the per share volume-weighted average price (VWAP) for each of the 30 consecutive trading days during the observation period (as more fully described in the 2017 Indenture).

The 2024 Notes were settled in full upon maturity on May 15, 2024.

The following table presents a summary of charges recognized in connection with the bifurcation of the conversion feature of the 2024 Notes and conversions of the 2024 Notes by holders during the first nine months of 2024.

(in millions) Amount

Accretion of debt discount associated with derivative liability $ 126.6

Change in fair value of derivative liability 9.6

Loss on extinguishment of convertible senior notes 2.2

Charges associated with convertible senior notes $ 138.4

Supplemental Financial Information

Inventory consisted of the following:

(in millions) September 30,

(in millions) March 31,

2026 December 31,

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Less inventory reserves

( 0.2 ) ( 0.2 )

Total inventory

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Prior to FDA approval of CRENESSITY in December 2024, all costs related to its manufacturing were expensed as R&D in the period incurred.

As a result, our physical inventories as of September 30, 2025 and December 31, 2024 included active pharmaceutical product with no cost basis.

Costs related to the manufacturing of bulk drug product, finished bottling, and other labeling activities that occurred post-FDA approval are included in the inventory values as of September 30, 2025 and December 31, 2024.

As a result, our physical inventories as of March 31, 2026 and December 31, 2025 included active pharmaceutical product with no cost basis.

Prepaid expenses consisted of the following:

(in millions) March 31,

2026 December 31,

Prepaid income taxes $ 127.7 $ 94.0

Prepaid development costs 69.6 55.6

Other prepaid expenses 27.5 21.1

Total prepaid expenses $ 224.8 $ 170.7

Accounts payable and accrued liabilities consisted of the following:

(in millions) September 30,

(in millions) March 31,

2026 December 31,

Sales rebates and reserves $ 231.3 $ 226.0

Accrued employee related costs 105.1 107.5

Current income taxes payable

Accrued development costs

Accrued employee related costs 81.7 128.8

Current branded prescription drug fee 42.9 45.3

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Other noncurrent liabilities consisted of the following:

(in millions) September 30,

(in millions) March 31,

2026 December 31,

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The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows.

(in millions) September 30,

2025 September 30,

(in millions) March 31,

2026 March 31,

Cash and cash equivalents $ 266.5 $ 194.1

1 unchanged sentence

Total cash, cash equivalents, and restricted cash $ 274.5 $ 202.1

Stockholders’ Equity

Share Repurchases

Our Board of Directors have authorized share repurchase programs, including a share repurchase program for up to $ 500.0 million of our common stock which was authorized in February 2025 (the 2025 Repurchase Program).

The following table presents the shares of our common stock that we repurchased under our share repurchase programs and the cost of such shares, which were retired immediately upon repurchase.

Three Months Ended

(in millions)

Number of shares

Total cost of shares (1)

$ 56.0 $ 150.0

_________________________

(1) Reflects the total trade-date cost of shares repurchased during the period.

As of March 31, 2026, we had $ 276.3 million remaining under the 2025 Repurchase Program.

Earnings per Share

Earnings per share were calculated as follows:

Three Months Ended

(in millions, except per share data) 2026 2025

Net income - basic and diluted $ 197.9 $ 7.9

Weighted-average common shares outstanding:

Basic 100.5 99.7

Effect of dilutive securities 2.9 2.8

Diluted 103.4 102.5

Earnings per share:

Basic $ 1.97 $ 0.08

Diluted $ 1.91 $ 0.08

Shares excluded from diluted per share amounts because their effect would have been anti-dilutive 4.1 3.3

Collaboration and License Agreements

Nxera Pharma UK Limited (Nxera)

We are responsible for all development, manufacturing, and commercialization costs of any collaboration product.

NBI-1117570 is a dual M1/M4 muscarinic agonist in development as a potential treatment for schizophrenia and other psychiatric indications.

In connection with the initiation of a Phase 2 clinical study for NBI-1117570 in schizophrenia in March 2026, we expensed a milestone of $ 22.5 million payable to Nxera as research and development (R&D) in the first quarter of 2026.

The milestone was paid in the second quarter of 2026.

Under the terms of the agreement, Nxera may be entitled to receive potential future payments of up to $ 2.48 billion upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any collaboration product.

Following the expiration of the research collaboration term, we may terminate the agreement in its entirety or with respect to one or more targets upon 90 days’ written notice to Nxera.

Takeda Pharmaceutical Company Limited (Takeda)

Pursuant to the 2020 Takeda Agreement, osavampator was designated as a profit-share product, meaning we and Takeda would equally share in the operating profits and losses.

In October 2024, we provided Takeda with written notice of termination of the license under the 2020 Takeda Agreement with respect to certain D-amino acid oxidase (DAAO) inhibitors, including the license to develop and commercialize luvadaxistat and NBI-1065846, which became effective in April 2025.

In January 2025, we and Takeda amended and restated the exclusive license agreement (the Restated Takeda Agreement) to, among other things, reflect the conversion from sharing operating profits and losses with respect to the development and commercialization of osavampator to a royalty-bearing license, the return of rights to osavampator in Japan to Takeda, and our previous termination of the license to develop and commercialize certain DAAO inhibitors under the 2020 Takeda Agreement, including luvadaxistat, and GPR139 agonists, including NBI-1065846.

Under the Restated Takeda Agreement, we retain exclusive rights to develop and commercialize osavampator for all indications in all territories worldwide except Japan, where Takeda reacquired exclusive development and commercialization rights.

and low double-digits outside of the U.S.

on a blended basis as a percentage of net sales.

Additionally, we are entitled to receive royalties from Takeda on the future net sales of osavampator in Japan.

In connection with the initiation of a Phase 3 clinical study for osavampator in MDD in 2025, we expensed a milestone payment of $ 37.5 million, which was expensed as R&D in the first quarter of 2025.

Takeda may be entitled to receive potential future payments of up to $ 742.5 million upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any royalty-bearing product.

and (ii) for any profit-share product, for so long as we continue to develop, manufacture, or commercialize such licensed product.

Xenon Pharmaceuticals Inc.

In 2019, we entered into a collaboration and license agreement with Xenon to identify, research, and develop sodium channel inhibitors, including NBI-921352 and three preclinical candidates, which compounds we have the exclusive rights to develop and commercialize.

We are responsible for all development and manufacturing costs of any collaboration product, subject to certain exceptions.

NBI-921355 is an investigational, selective inhibitor of voltage-gated sodium channels Na v 1.2 and Na v 1.6 in development as a potential treatment of certain types of epilepsy.

In connection with the initiation of a Phase 1 clinical study to evaluate the safety, tolerability, pharmacokinetics, and pharmacodynamics of NBI-921355 in healthy adult participants in 2025, we expensed a milestone payment of $ 7.5 million to Xenon as R&D in the first quarter of 2025.

Under the terms of the agreement, Xenon may be entitled to receive potential future payments of up to $ 1.66 billion upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any collaboration product.

and we and Xenon would equally share in the development costs of such product in the applicable indication, except where such development costs relate solely to the regulatory approval of such product outside the U.S.

Either party may terminate the agreement in the event of a material breach in whole or in part, subject to specified conditions.

Voyager Therapeutics, Inc.

2019 Voyager Agreement

In April 2025, we mutually agreed with Voyager to discontinue the two undisclosed programs and the rights to the targets selected under these programs returned to Voyager.

In connection with the 2019 Voyager Agreement, we purchased 4.2 million shares (at $ 11.9625 per share) of Voyager common stock (the 2019 Voyager Shares).

Under the terms of the 2019 Voyager Agreement, Voyager may be entitled to receive potential future payments of up to $ 465.0 million upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any collaboration product, subject to certain co-development and co-commercialization rights retained by Voyager.

2023 Voyager Agreement

Voyager may elect to exercise such rights, pursuant to which we and Voyager would equally share in the operating profits and losses of such products in the U.S.

(in lieu of Voyager being entitled to receive potential future payments of certain event-based milestones upon their achievement in the U.S.

and receive royalties on the future net sales of such products in the U.S.), following Voyager’s receipt of the top-line data from a first clinical trial in Parkinson’s disease.

Irrespective of Voyager’s election to exercise such rights, Voyager may be entitled to receive potential future payments upon the achievement of certain event-based milestones outside the U.S.

and would be entitled to receive royalties on the future net sales of any such product outside the U.S.

In connection with the 2023 Voyager Agreement, we purchased 4.4 million shares (at $ 8.88 per share) of Voyager common stock (the 2023 Voyager Shares).

We accounted for the transaction as an asset acquisition as the set of acquired assets did not constitute a business.

In addition, as part of the collaboration, Jude Onyia, Ph.D., Chief Scientific Officer of Neurocrine Biosciences, was appointed to Voyager's board of directors.

We elected the fair value option to account for our equity investment in Voyager as we believe it creates greater transparency regarding the investment's fair value at future reporting dates.

Under the terms of the 2023 Voyager Agreement, Voyager may be entitled to receive potential future payments of up to $ 6.13 billion upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any collaboration product, subject to certain co-development and co-commercialization rights retained by Voyager.

We launched CRENESSITY ® (crinecerfont) in the U.S.

as a first-in-class U.S.

Food and Drug Administration (FDA)-approved treatment of classic congenital adrenal hyperplasia (CAH) in December 2024.

We are responsible for all manufacturing, development, and commercialization costs of any licensed product.

for the longer of 16 years or the life of the related patent rights.

Segment Reporting and Disaggregation of Relevant Expense Captions

Neurocrine Biosciences operates as a single global business segment dedicated to the research and development, commercialization, and sale of pharmaceuticals primarily in the U.S.

for the treatment of neurological, neuroendocrine, and neuropsychiatric disorders.

for the treatment of under-addressed neurological, psychiatric, endocrine, and immunological disorders.

There were no changes to the accounting policies of the segment as disclosed in the 2025 Form 10-K.

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2026 2025

2 unchanged sentences

Other revenues (1)

10.2 9.2 33.0 29.2

Total revenues 814.5 572.6

5 unchanged sentences

Other research and development (2)

32.6 17.9 103.9 55.8

Total research and development 296.2 263.2

1 unchanged sentence

Selling, general, and administrative 318.5 276.5

Gain on sale of business, net of transaction costs

Unrealized (gain) loss on equity investments

( 25.3 ) 30.6

Charges associated with convertible senior notes — — — 138.4

Interest income and other, net

Investment income and other, net

( 28.1 ) ( 21.7 )

2 unchanged sentences

_________________________

(1) Other revenues primarily consist of net product sales for ALKINDI and EFMODY and royalties earned on AbbVie net sales of elagolix and MTPC net sales of valbenazine.

(1) Other revenues primarily consist of royalties earned on AbbVie net sales of elagolix and Tanabe Pharma Corporation (formerly Mitsubishi Tanabe Pharma Corporation) net sales of valbenazine.

(2) Other research and development consists of indirect costs incurred for the benefit of multiple research and development programs, including facility-based expenses (such as rent expense) and other overhead allocations.

Sale of Neurocrine Group Limited

On December 24, 2025, we entered into a definitive agreement with Immedica Pharma AB to sell the Neurocrine Group Limited (formerly Diurnal Group plc) operating unit, which met the criteria for classification as held for sale under ASC 360.

As a result, the assets and liabilities of the disposal group were presented separately as “Assets held for sale” and “Liabilities related to assets held for sale” and were included in other current assets and other current liabilities, respectively, on the consolidated balance sheet as of December 31, 2025.

In connection with the classification of the operating unit as held for sale on December 24, 2025, $ 29.8 million of intangible assets, net of amortization, have been included in the disposal group presented as “Assets held for sale” on the consolidated balance sheet as of December 31, 2025.

The major classes of assets and liabilities classified as held for sale as of December 31, 2025, were as follows:

(in millions) Amount

Assets held for sale:

Intangible assets, net

Other assets 13.0

Total assets held for sale included in other current assets $ 42.8

Liabilities related to assets held for sale:

Accounts payable and accrued liabilities

Other liabilities

Total liabilities related to assets held for sale included in other current liabilities $ 8.2

As of December 31, 2025, the disposal group classified as held for sale excluded certain assets and obligations that were not transferred to the buyer upon closing.

Specifically, cash and cash equivalents of the disposal group were not expected to be conveyed to the buyer.

Accordingly, such cash and the related liabilities expected to be settled prior to closing were excluded from the assets and liabilities presented as held for sale as of December 31, 2025.

On January 21, 2026, we completed the sale of Neurocrine Group Limited to Immedica Pharma AB for $ 63.2 million in cash.

As a result of the transaction, during the first quarter of 2026 we recognized a pre-tax gain on sale of $ 28.6 million in "Gain on sale of business, net of transaction costs" within income from continuing operations.

The sale did not qualify for discontinued operations presentation.

Following the closing of the transaction, our operating results no longer include the disposed business beginning on the closing date.

Legal Matters

Legal Proceedings

4 unchanged sentences

and its affiliates Zydus FZE, Zydus Worldwide DMCC (entity subsequently dismissed), Zydus Lifesciences Limited, and Zydus Healthcare (USA) LLC (entity subsequently dismissed) (collectively, Zydus).

The complaint alleged that by filing their ANDAs, Zydus infringed certain of our patents covering INGREZZA SPRINKLE and sought to prevent Zydus from selling a generic version of INGREZZA SPRINKLE.

We also filed suit in the U.S.

District Court for the District of New Jersey in April 2025 against Zydus seeking to prevent Zydus from selling a generic version of INGREZZA SPRINKLE.

In January 2025, we filed suit in the U.S.

District Court for the District of Delaware against Spruce Biosciences, Inc.

(Spruce), seeking a declaratory judgement of invalidity of one of Spruce’s patents.

In June 2025, the Court dismissed the case without prejudice for lack of case or controversy.

In January 2025, we also initiated post-grant review against another Spruce patent in the U.S.

Patent and Trademark Office.

Spruce disclaimed all challenged claims of that patent.

In addition, we have initiated judicial and administrative proceedings against Spruce patents in other jurisdictions.

From time to time, we may also become subject to other legal proceedings or claims arising in the ordinary course of our business.

District Court for the District of New Jersey in April 2025 against Zydus on a similar factual basis seeking to prevent Zydus from selling a generic version of INGREZZA SPRINKLE and this case was dismissed in favor of continued prosecution of the Delaware proceeding against the same entities.

From time to time, we may become subject to other legal proceedings or claims arising in the ordinary course of our business.

We currently believe that none of the claims or actions pending against us is likely to have, individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations.

Given the unpredictability inherent in litigation, however, we cannot predict the outcome of these matters.

Department of Justice Investigation

In August 2025, we received a civil investigative demand from the U.S.

Department of Justice (DOJ) requesting certain documents and information related to our sales and marketing of INGREZZA.

We are cooperating with the DOJ’s request.

No assurance can be given as to the timing or outcome of the DOJ’s investigation.

Subsequent Event

On April 5, 2026, we entered into an Agreement and Plan of Merger with Sigma Merger Sub, Inc.

(Sigma Merger Sub), a wholly owned subsidiary of Neurocrine Biosciences, Inc., and Soleno Therapeutics, Inc.

Pursuant to the merger agreement, we, through Sigma Merger Sub, agreed to commence a cash tender offer to acquire all of the outstanding shares of Soleno common stock for $ 53.00 per share in cash, without interest and subject to any required withholding of taxes.

We commenced the tender offer on April 20, 2026.

Following completion of the tender offer, and subject to the satisfaction of the conditions set forth in the merger agreement, Sigma Merger Sub will merge with and into Soleno, with Soleno surviving as a wholly owned subsidiary of Neurocrine Biosciences, Inc.

The announced transaction has an equity value of approximately $ 2.9 billion and is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Soleno common stock and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act).

On April 27, 2026, at 11:59 p.m.

Eastern Time, the waiting period under the HSR Act applicable to the tender offer expired, satisfying the closing condition relating to the expiration or termination of the waiting period under the HSR Act.

The transaction is not subject to a financing condition.

We expect to fund the transaction with cash on hand.

Because the merger agreement was executed subsequent to the balance sheet date, no amounts related to the pending acquisition have been recognized in these condensed consolidated financial statements.

As of the date these financial statements were issued, the acquisition had not been completed, and we are continuing to evaluate the accounting and disclosure effects of the transaction, including the related purchase accounting, and therefore cannot yet estimate all of the financial statement effects of the pending acquisition.

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-Q

Item 1. Financial Statements