Item 5. Other Information
Item 5. Other Information
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
Date
Rule 10b5-1* Non-Rule 10b5-1**
Eric Benevich Adoption
6/9/2026 X
15,300 5/31/2027
Chief Commercial Officer
Matthew Abernethy Adoption
5/22/2026 X 77,176 5/22/2027
Chief Financial Officer
George Morrow Adoption
5/26/2026 X 15,000 5/22/2027
Director
______________
* 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
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.
Reference: 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
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)
10.1 Description: Form of Tender and Support Agreement
Reference: 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.
Reference: 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
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)
______________
+ 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. 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: July 30, 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.