Item 5. Other Information
Item 5. Other Information
During the period from January 1, 2026 to March 31, 2026, 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***
David Boyer Adoption
2/23/2026 X
33,832 2/23/2027
Chief Corporate Affairs Officer
Julie Cooke Adoption
3/2/2026 X 36,937 12/31/2026
Chief Human Resources Officer
Ingrid Delaet Adoption
2/27/2026 X 51,818 2/28/2027
Chief Regulatory Officer
Kyle Gano Adoption
2/4/2026 X 60,000 2/6/2027
Chief Executive Officer
Kevin Gorman Adoption
2/17/2026 X 245,088 2/6/2027
Director
Jude Onyia Adoption
2/25/2026 X 22,000 2/15/2027
Chief Scientific Officer
Richard Pops Adoption
2/13/2026 X 30,000 8/15/2026
Director
Stephen Sherwin Adoption
3/5/2026 X 25,000 6/4/2027
Director
Matthew Abernethy Termination 1/20/2026 X 3,618 2/28/2028
Chief Financial Officer Termination 1/20/2026 X 2,704 2/28/2027
Termination 1/20/2026 X 1,283 2/15/2026
Eric Benevich Termination 1/20/2026 X 3,168 2/28/2028
Chief Commercial Officer Termination 1/20/2026 X 2,196 2/28/2027
Termination 1/20/2026 X 1,207 2/15/2026
David Boyer Termination 1/20/2026 X 2,490 2/28/2028
Chief Corporate Affairs Officer Termination 1/20/2026 X 1,910 2/28/2027
Termination 1/20/2026 X 1,104 2/15/2026
Julie Cooke Termination 1/20/2026 X 2,265 2/28/2028
Chief Human Resources Officer Termination 1/20/2026 X 1,592 2/28/2027
Termination 1/20/2026 X 916 2/15/2026
Ingrid Delaet Termination 1/20/2026 X 2,265 2/28/2028
Chief Regulatory Officer Termination 1/20/2026 X 1,432 2/28/2027
Termination 1/20/2026 X 422 2/15/2026
Kyle Gano Termination 1/20/2026 X 3,618 2/28/2028
Chief Executive Officer Termination 1/20/2026 X 2,704 2/28/2027
Termination 1/20/2026 X 1,541 2/15/2026
Kevin Gorman Termination 1/20/2026 X 9,036 2/28/2028
Director
Termination 1/20/2026 X 5,664 2/28/2027
Termination 1/20/2026 X 2,707 2/15/2026
Darin Lippoldt Termination 1/20/2026 X 3,258 2/28/2028
Chief Legal Officer Termination 1/20/2026 X 2,196 2/28/2027
Termination 1/20/2026 X 1,250 2/15/2026
Jude Onyia Termination 1/20/2026 X 4,341 2/28/2028
Chief Scientific Officer Termination 1/20/2026 X 2,864 2/28/2027
Termination 1/20/2026 X 2,457 2/15/2026
______________
* The Rule 10b5-1 trading arrangements reflected in the termination rows dated January 20, 2026 were sell-to-cover arrangements authorizing the pre-arranged sale of shares to satisfy employee tax withholding obligations arising exclusively from the vesting of restricted stock units (RSUs) and performance restricted stock units (PRSUs) and the related issuance of shares. These arrangements were terminated in connection with the Company's transition to net share settlement of RSUs and PRSUs, pursuant to which the Company withholds from the shares otherwise issuable upon settlement a number of shares sufficient to satisfy applicable tax withholding obligations and issues the remaining net shares to the award recipient. Shares withheld under net share settlement are not sold in market transactions.
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** 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.
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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)
31.1 Description: Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934
31.2 Description: Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934
32* Description: Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Description: Inline XBRL Instance Document. – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Description: Inline XBRL Taxonomy Extension Schema Document.
101.CAL Description: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Description: Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Description: Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Description: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Description: Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101)
______________
* 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NEUROCRINE BIOSCIENCES, INC.
Dated: May 5, 2026
/s/ Matthew C. Abernethy
Matthew C. Abernethy
Chief Financial Officer
(Duly authorized officer and Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.