What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-07-31 compared with 2026-05-05 · 218 added, 58 removed, 413 unchanged (40% of the section changed)

11 unchanged sentences

Total current assets 1,637.5 2,522.7

Deferred tax assets 381.4 320.3

Available-for-sale debt securities 1,331.0 1,063.0

Noncurrent inventory 149.1 —

Noncurrent available-for-sale debt securities 91.9 1,063.0

Right-of-use assets 448.0 455.4

1 unchanged sentence

Property and equipment, net 90.5 89.8

Intangible assets, net 2,226.0 4.7

Goodwill 500.6 6.1

Deferred tax assets 8.9 320.3

Other noncurrent assets 59.3 48.7

5 unchanged sentences

Total current liabilities 874.5 743.4

Deferred tax liabilities 91.5 —

Noncurrent operating lease liabilities 401.8 415.3

18 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in millions, except per share data) 2026 2025 2026 2025

3 unchanged sentences

Operating expenses:

Cost of revenues 13.8 9.2

Cost of revenues, excluding amortization of acquired intangible assets 23.2 10.3 36.9 18.5

Research and development 326.7 244.3 622.9 507.5

1 unchanged sentence

Selling, general, and administrative 439.7 286.3 758.2 562.8

Amortization of acquired intangible assets 16.4 1.0 16.5 2.0

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

2 unchanged sentences

Other income (expense):

Interest expense ( 2.9 ) — ( 2.9 ) —

Unrealized gain (loss) on equity investments 1.2 ( 6.7 ) 26.5 ( 37.3 )

25.3 ( 30.6 )

Investment income and other, net 12.4 20.6 40.5 42.3

Total other income (expense), net

Total other income, net 10.7 13.9 64.1 5.0

Income before provision for income taxes

162.2 159.5 409.0 174.2

Provision for income taxes 17.8 52.0 66.7 58.8

1 unchanged sentence

Foreign currency translation adjustments, net of tax 0.6 0.8 0.6 2.3

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

Unrealized gain (loss) on available-for-sale debt securities, net of tax 4.1 2.7 ( 8.6 ) 4.4

Comprehensive income $ 149.1 $ 111.0 $ 334.3 $ 122.1

12 unchanged sentences

(in millions) Shares $ Total

Balance at March 31, 2026

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

Net income — — — — 144.4 144.4

Other comprehensive income, net of tax

— — — 4.7 — 4.7

Stock-based compensation expense — — 65.0 — — 65.0

Issuances of common stock under benefit plans, net of tax 1.1 — 82.1 — — 82.1

Repurchases of common stock

( 0.1 ) — — — ( 10.0 ) ( 10.0 )

Balance at June 30, 2026

101.6 $ 0.1 $ 2,964.4 $ 5.1 $ 724.0 $ 3,693.6

Balance at March 31, 2025

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

Net income — — — — 107.5 107.5

Other comprehensive income, net of tax

— — — 3.5 — 3.5

Stock-based compensation expense — — 52.8 — — 52.8

Issuances of common stock under benefit plans 0.2 — 12.5 — — 12.5

Repurchases of common stock

( 0.2 ) — — — ( 17.7 ) ( 17.7 )

Balance at June 30, 2025

99.0 $ 0.1 $ 2,597.2 $ 12.5 $ 84.5 $ 2,694.3

Balance at December 31, 2025

5 unchanged sentences

Issuances of common stock under benefit plans, net of tax 2.0 — 50.0 — — 50.0

0.9 — ( 32.1 ) — — ( 32.1 )

Repurchases of common stock

( 0.5 ) — — — ( 66.0 ) ( 66.0 )

Balance at March 31, 2026

Balance at June 30, 2026

101.6 $ 0.1 $ 2,964.4 $ 5.1 $ 724.0 $ 3,693.6

8 unchanged sentences

( 1.8 ) — ( 107.6 ) — ( 60.1 ) ( 167.7 )

Balance at March 31, 2025

Balance at June 30, 2025

99.0 $ 0.1 $ 2,597.2 $ 12.5 $ 84.5 $ 2,694.3

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in millions) 2026 2025

4 unchanged sentences

Depreciation 15.6 12.9

Amortization of inventory fair-value step-up 3.0 —

Accretion of discount on available-for-sale debt securities, net ( 1.6 ) ( 8.0 )

Realized loss on sale of available-for-sale debt securities 5.2 —

Amortization of acquired intangible assets 16.5 2.0

13 unchanged sentences

Sales and maturities of available-for-sale debt securities 2,527.5 596.7

Acquisition of business, net of cash acquired ( 2,358.5 ) —

Proceeds from sale of business 63.2 —

2 unchanged sentences

Cash flows from financing activities:

Proceeds from borrowings under revolving credit facility 600.0 —

Repayments of borrowings under revolving credit facility ( 600.0 ) —

Payment of debt issuance costs ( 6.7 ) —

Issuances of common stock under benefit plans 108.4 46.5

3 unchanged sentences

Cash flows from financing activities ( 22.7 ) ( 121.2 )

Effect of exchange rate changes on cash and cash equivalents — 0.2

Change in cash, cash equivalents and restricted cash ( 382.1 ) 31.0

1 unchanged sentence

Cash, cash equivalents and restricted cash at end of period $ 338.9 $ 272.0

Supplemental disclosures:

Accrued capital expenditures

Cash paid for income taxes $ 0.3 $ 0.6

See accompanying notes to the condensed consolidated financial statements.

18 unchanged sentences

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

Acquisition of Soleno Therapeutics, Inc.

On May 18, 2026 (the acquisition date), we completed our acquisition of Soleno Therapeutics, Inc.

(Soleno) through a cash tender offer followed by a merger.

Pursuant to the merger agreement, we paid $ 53.00 per share in cash for each outstanding share of Soleno common stock.

Following the merger, Soleno became a wholly owned subsidiary of the Company.

Soleno is a commercial-stage rare disease company that markets VYKAT ® (diazoxide choline) XR for the treatment of hyperphagia in patients with Prader-Willi syndrome.

The acquisition expands the Company’s rare disease portfolio and commercial product base.

We accounted for the acquisition as a business combination using the acquisition method of accounting in accordance with Topic 805, Business Combinations.

Accordingly, the assets acquired and liabilities assumed were recognized at their estimated fair values as of the acquisition date.

In connection with the merger, the vesting of certain outstanding Soleno equity awards was accelerated as of the acquisition date and each vested Soleno equity award became entitled to receive cash consideration.

The purchase price for the acquisition included $ 67.4 million related to the settlement of outstanding Soleno equity awards attributable to pre-combination service.

In addition, we recognized stock-based compensation expense of $ 60.1 million during the second quarter and first six months of 2026 related to the acceleration of outstanding Soleno equity awards attributable to post-combination service that were settled in cash.

The purchase price allocation related to this acquisition is preliminary and subject to change during the measurement period, which will not exceed one year from the acquisition date.

We continue to evaluate, among other items, deferred tax assets and liabilities and uncertain tax positions.

Measurement-period adjustments will be recognized with a corresponding adjustment to goodwill in the reporting period in which the adjustment amounts are determined and will be applied as if the accounting had been completed as of the acquisition date.

The following table summarizes the preliminary consideration transferred:

(in millions) May 18,

Cash paid to Soleno stockholders $ 2,762.5

Cash paid to settle Soleno equity awards attributable to pre-combination service 67.4

Total preliminary consideration transferred $ 2,829.9

The following table summarizes the preliminary allocation of consideration transferred to the assets acquired and liabilities assumed as of the acquisition date:

(in millions) May 18,

Cash and cash equivalents $ 471.3

Accounts receivable 34.7

Inventory 185.3

Prepaid expenses and other current assets 9.0

Intangible assets 2,237.8

Right-of-use assets 4.6

Accounts payable and accrued liabilities ( 113.9 )

Operating lease liabilities ( 4.6 )

Deferred tax liabilities ( 489.4 )

Other assets and liabilities, net 0.5

Total identifiable net assets acquired 2,335.3

Goodwill 494.6

Total assets acquired and liabilities assumed $ 2,829.9

Acquired Inventory

The estimated fair value of the acquired inventory was determined based on the estimated selling price of the related finished product, reduced, as applicable, for costs to complete manufacturing, costs of disposal and market-participant profit allowances for the remaining manufacturing and selling efforts.

The valuation resulted in fair-value step-ups for VYKAT XR work-in-process and finished goods inventory of $ 41.5 million and $ 126.7 million, respectively.

The fair-value step-ups will be recognized in cost of revenues as the related acquired inventory is sold, which is expected to occur over approximately four to six years following the acquisition date.

Acquired Intangible Assets

The estimated fair value of the acquired intangible assets relates to the developed product rights for VYKAT XR and was determined using a probability adjusted discounted cash flow analysis approach using a discount rate of 24.0 %.

The developed product rights are being amortized over a useful life of 16 years using the straight line method.

Deferred Tax Assets and Liabilities

The deferred tax liability relates to the tax effect of the difference between the fair value and tax basis of acquired intangible assets and inventory.

Goodwill was recognized as the excess of consideration transferred over the preliminary fair values of identifiable net assets acquired.

A significant portion of the goodwill recognized resulted from the recognition of deferred tax liabilities associated with the fair value adjustments recorded for acquired assets.

The remaining goodwill is primarily attributable to expected synergies from combining operations, the assembled workforce, expanded commercial capabilities, and future economic benefits that do not qualify for separate recognition.

Goodwill is not deductible for income tax purposes.

Transaction Costs

Transaction costs, which were comprised primarily of financial advisory and legal fees, totaled $ 33.1 million during the second quarter and first six months of 2026 and were included in selling, general, and administrative expenses.

No transaction costs were incurred during the second quarter and first six months of 2025.

Revenues and Net Income of Soleno

The results of operations of Soleno have been included in the condensed consolidated statements of income and comprehensive income beginning on the acquisition date.

From the acquisition date through June 30, 2026, total net revenues and net loss attributable to Soleno were $ 54.4 million and $ 52.2 million, respectively, inclusive of $ 104.7 million in acquisition-related expenses, amortization of the VYKAT XR fair-value step up, and amortization of the acquired intangible asset related to the developed product rights for VYKAT XR.

Pro Forma Financial Information (unaudited)

The following unaudited pro forma financial information presents the combined results of the Company and Soleno for the periods presented as if the acquisition had occurred on January 1, 2025:

Three Months Ended

June 30, Six Months Ended

(in millions) 2026 2025 2026 2025

Revenues $ 998.4 $ 720.2 $ 1,907.5 $ 1,292.8

Net income (loss) $ 203.4 $ 67.7 $ 395.0 $ ( 57.9 )

The unaudited pro forma combined financial information was prepared using the acquisition method of accounting and was based on the historical financial information of the Company and Soleno.

In order to reflect the occurrence of the acquisition as if it had occurred on January 1, 2025 as required, the unaudited pro forma financial information includes adjustments to reflect:

(i) the incremental amortization expense to be incurred based on the fair values of the VYKAT XR identifiable intangible asset acquired;

(ii) the incremental cost of revenues related to the fair value adjustments associated with acquisition date inventory;

(iii) t he reallocation of acquisition-related compensation costs, including stock-based compensation expense associated with accelerated Soleno equity awards attributable to post-combination service and transaction bonuses payable to certain Soleno employees, from the historical three and six month periods ended June 30, 2026, in which such costs were recognized, to the periods in which they would have been recognized assuming the acquisition had occurred on January 1, 2025;

(iv) the reallocation of non-recurring acquisition-related transaction costs incurred by Neurocrine and Soleno from the historical three and six month periods ended June 30, 2026, in which such costs were recognized, to the periods in which they would have been recognized assuming the acquisition had occurred on January 1, 2025;

(v) the reversal of Soleno's direct acquisition-related costs;

(vi) the related income tax effects of the aforementioned adjustments to the provision for Neurocrine.

The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations would have been had the acquisition been completed on January 1, 2025.

In addition, the unaudited pro forma financial information is not a projection of future results of operations of the combined company nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition.

Fair Value Measurements

16 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 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.

As of June 30, 2026 and December 31, 2025, we held available-for-sale debt securities with a total fair value of $ 139.6 million and $ 335.1 million, respectively, that were in unrealized loss positions totaling $ 0.7 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 June 30, 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.

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.

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 $ 3.1 million and $ 20.5 million, respectively, as of June 30, 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.

Three Months Ended

Six Months Ended

Customer A 34 % 41 %

7 unchanged sentences

Customer D < 10 % 10 %

Goodwill and Intangible Assets

The following table presents the changes in the carrying amount of goodwill.

(in millions) Amount

Balance as of December 31, 2025

Foreign currency translation adjustments ( 0.1 )

Balance as of March 31, 2026 6.0

Additions in connection with the acquisition of Soleno Therapeutics, Inc.

Balance as of June 30, 2026

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

2026 December 31,

(dollars in millions) Gross Carrying Amount Accumulated Amortization Net

Carrying Amount Gross Carrying Amount Accumulated

Amortization Net

Carrying Amount

Developed product rights 1

$ 2,242.8 $ 16.8 $ 2,226.0 $ 5.0 $ 0.3 $ 4.7

Total intangible assets, net $ 2,226.0 $ 4.7

_________________________

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

The following table presents approximate future annual amortization expense for our finite-lived intangible assets as of June 30, 2026.

(in millions) Amount

2026 (6 months remaining)

Thereafter $ 1,595.1

On May 14, 2026, we entered into a credit agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, providing for a $ 1.0 billion senior secured revolving credit facility (the 2026 Credit Facility) that matures on May 14, 2031.

Subject to the terms of the credit agreement, we may borrow, prepay, and reborrow loans under the 2026 Credit Facility prior to maturity.

Borrowings under the 2026 Credit Facility bear interest, at the Company's option, at a rate based on either an alternate base rate plus an applicable margin or a Term Secured Overnight Financing Rate (SOFR), risk-free rate, or other applicable benchmark rate plus an applicable margin, in each case determined under the credit agreement.

We are also required to pay a commitment fee on the unused portion of the revolving commitments.

The initial Term SOFR borrowing under the 2026 Credit Facility bears interest at an all-in rate of 4.90 %, consisting of a Chicago Mercantile Exchange Term SOFR reference rate of 3.65 % plus an applicable margin of 1.25 %.

The initial commitment fee rate is 0.15 % per annum.

On May 14, 2026, we borrowed $ 600.0 million under the 2026 Credit Facility.

In June 2026, we repaid $ 600.0 million of principal and paid $ 2.7 million of accrued interest related to the repayment.

In the condensed consolidated statements of cash flows, proceeds from borrowings under the 2026 Credit Facility are presented within financing activities net of debt issuance costs paid to lenders.

Debt issuance costs paid to third parties, including certain reimbursed third-party costs, are presented separately as financing cash outflows.

Repayments of borrowings under the 2026 Credit Facility are presented as financing cash outflows.

As of June 30, 2026, no borrowings were outstanding and we had $ 1.0 billion of available borrowing capacity under the 2026 Credit Facility, subject to continued compliance with the covenants and other conditions to borrowing under the credit agreement.

In connection with the 2026 Credit Facility, we incurred $ 6.7 million of financing costs, which were deferred as assets and are being amortized to interest expense over the term of the facility.

As of June 30, 2026, unamortized deferred financing costs were $ 6.5 million and were included in other noncurrent assets in the condensed consolidated balance sheet as of June 30, 2026.

In addition, interest expense associated with the 2026 Credit Facility totaled $ 2.9 million for each of the second quarter and first six months of 2026, including $ 0.2 million related to the amortization of deferred financing costs.

The credit agreement contains customary affirmative and negative covenants, including limitations on indebtedness, liens, investments, restricted payments and certain other transactions, as well as financial covenants requiring us to maintain a maximum total net leverage ratio and a minimum consolidated interest coverage ratio.

The obligations under the credit agreement are guaranteed by certain of our subsidiaries and secured by liens on substantially all assets of the Company and the subsidiary guarantors, subject to customary exceptions.

As of June 30, 2026, we were in compliance with the covenants under the credit agreement.

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.

2 unchanged sentences

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

Three Months Ended

Six Months Ended

(in millions, except weighted average data) 2026 2025

7 unchanged sentences

Restricted cash related to leases $ 6.3 $ 7.8

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

The following table presents approximate future non-cancelable minimum lease payments under operating leases and sublease income as of June 30, 2026.

(dollars in millions)

9 unchanged sentences

Inventory consisted of the following:

(in millions) March 31,

(in millions) June 30,

2026 December 31,

2 unchanged sentences

Finished goods 143.3 14.1

Less inventory reserves

( 0.2 ) ( 0.2 )

Total inventory 253.3 69.0

$ 64.5 $ 69.0

Balance Sheet Classification:

Inventory $ 104.2 $ 69.0

Noncurrent inventory 149.1 —

Total inventory $ 253.3 $ 69.0

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 March 31, 2026 and December 31, 2025 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 March 31, 2026 and December 31, 2025.

As a result, our physical inventories as of June 30, 2026 and December 31, 2025 included active pharmaceutical product with no cost basis.

As of June 30, 2026, noncurrent inventory consisted of VYKAT XR inventory acquired in the Soleno acquisition that, based on management’s current demand forecasts, was expected to be realized after June 30, 2027.

Refer to Note 2 for additional information regarding the acquired inventory and related fair-value step-up.

In addition, in connection with the acquisition of Soleno, we recorded a step-up in the fair value of work in process and finished goods inventory for VYKAT XR of $ 41.5 million and $ 126.7 million, respectively.

The fair value step-up adjustment is being amortized to cost of revenues as the acquired inventory is sold.

We recognized $ 3.0 million of expense related to the amortization of the fair value step-up during the second quarter and first six months of 2026.

Prepaid expenses consisted of the following:

(in millions) March 31,

(in millions) June 30,

2026 December 31,

4 unchanged sentences

Accounts payable and accrued liabilities consisted of the following:

(in millions) March 31,

(in millions) June 30,

2026 December 31,

7 unchanged sentences

Other noncurrent liabilities consisted of the following:

(in millions) March 31,

(in millions) June 30,

2026 December 31,

4 unchanged sentences

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) March 31,

2026 March 31,

(in millions) June 30,

2026 June 30,

Cash and cash equivalents $ 332.4 $ 264.0

1 unchanged sentence

Total cash, cash equivalents, and restricted cash $ 338.9 $ 272.0

The following table presents supplemental cash flow information.

Six Months Ended

(in millions) 2026 2025

Cash paid for interest $ 2.7 $ —

Cash paid for income taxes $ 88.2 $ 72.5

Accrued capital expenditures

Right-of-use assets acquired through operating leases $ 2.6 $ 3.4

Stockholders’ Equity

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in millions)

2026 2025 2026 2025

Number of shares

0.1 0.2 0.5 1.8

Total cost of shares (1)

2 unchanged sentences

(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.

As of June 30, 2026, we had $ 266.3 million remaining under the 2025 Repurchase Program.

Earnings per Share

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

(in millions, except per share data) 2026 2025 2026 2025

15 unchanged sentences

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.

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

Direclidine (NBI-1117568) is a potential 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 expensed a milestone payment of $ 15.0 million as R&D in the second quarter of 2025.

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.

17 unchanged sentences

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 2025, we expensed a milestone payment of $ 37.5 million, which was expensed as R&D in the first quarter of 2025.

In connection with the initiation of a Phase 3 clinical study for osavampator in MDD in January 2025, we expensed a milestone payment of $ 37.5 million 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.

11 unchanged sentences

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.

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 expensed a milestone payment of $ 7.5 million 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.

21 unchanged sentences

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.

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.

27 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in millions) 2026 2025 2026 2025

1 unchanged sentence

CRENESSITY net product sales 183.5 53.2 336.8 67.7

VYKAT XR net product sales 54.3 — 54.3 —

Other revenues (1)

4.7 9.9 9.1 22.8

Total revenues 959.0 687.5 1,773.5 1,260.1

Cost of revenues 13.8 9.2

Cost of revenues, excluding amortization of acquired intangible assets 23.2 10.3 36.9 18.5

Research and development:

3 unchanged sentences

Other research and development (2)

42.5 36.4 83.6 71.3

Total research and development 326.7 244.3 622.9 507.5

1 unchanged sentence

Selling, general, and administrative 439.7 286.3 758.2 562.8

Amortization of acquired intangible assets 16.4 1.0 16.5 2.0

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

Interest expense 2.9 — 2.9 —

Unrealized (gain) loss on equity investments

5 unchanged sentences

$ 144.4 $ 107.5 $ 342.3 $ 115.4

(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.

_________________________

(1) Other revenues primarily consist of royalties earned on AbbVie Inc.

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.

1 unchanged sentence

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:

25 unchanged sentences

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.

On March 6, 2026, the City of Pontiac Police and Fire Retirement System, a purported stockholder of Soleno, filed a putative class-action complaint for violations of the Federal securities laws against Soleno and certain members of Soleno's management in the U.S.

District Court for the Northern District of California.

The plaintiff alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and SEC Rule 10b-5 on behalf of a putative class of purchasers of Soleno’s common stock during a purported class period of March 26, 2025 through November 4, 2025, inclusive.

On June 25, 2026, the Court appointed a Lead Plaintiff.

Lead Plaintiff’s consolidated complaint is due August 28, 2026.

Defendants’ motion to dismiss is due October 30, 2026.

A hearing date on the motion to dismiss has not yet been scheduled.

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

6 unchanged sentences

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