What changed in this filing

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Item 5. Other Information

2026-07-31 compared with 2026-05-05 · 27 added, 54 removed, 50 unchanged (62% of the section changed)

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****

Rule 10b5-1**

Non-Rule 10b5-1***

David Boyer Adoption

During the period from April 1, 2026 to June 30, 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

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

Eric Benevich Adoption

15,300 5/31/2027

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

Jude Onyia Adoption

2/25/2026 X 22,000 2/15/2027

Chief Scientific Officer

Richard Pops Adoption

Chief Commercial Officer

Matthew Abernethy Adoption

5/22/2026 X 77,176 5/22/2027

Stephen Sherwin Adoption

Chief Financial Officer

George Morrow Adoption

5/26/2026 X 15,000 5/22/2027

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

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.

* Intended to satisfy the affirmative defense of Rule 10b5-1(c)

4 unchanged sentences

2.1* Description:

Agreement and Plan of Merger, dated April 5, 2026, by and among Neurocrine Biosciences, Inc., Sigma Merger Sub, Inc.

and Soleno Therapeutics, Inc.

Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on April 6, 2026.

3.1 Description:

Certificate of Incorporation, as amended

7 unchanged sentences

10.1 Description:

Form of Tender and Support Agreement

Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on April 6, 2026.

10.2* Description:

Credit Agreement, dated May 14, 2026, among Neurocrine Biosciences, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 18, 2026.

10.3+ Description:

Neurocrine Biosciences, Inc.

2025 Equity Incentive Plan, as amended

31.1 Description:

Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

20 unchanged sentences

______________

+ Management contract or compensatory plan or arrangement.

* Certain annexes, exhibits or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The registrant hereby undertakes to furnish supplemental copies of any of the omitted annexes, exhibits and schedules upon request by the U.S.

Securities and Exchange Commission.

** These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C.

3 unchanged sentences

NEUROCRINE BIOSCIENCES, INC.

July 30, 2026

/s/ Matthew C.

2 unchanged sentences

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

What changed 10-Q

Item 5. Other Information