Form 4: Neurocrine Director Sells Shares Under 10b5-1 Plan

Neurocrine Biosciences Director Gary A. Lyons exercised options and sold 15,000 shares of common stock for approximately $152.61 per share under a pre-arranged 10b5-1 trading plan.

Summary

• Gary A. Lyons, a Director of Neurocrine Biosciences Inc. (NBIX), engaged in an insider transaction on December 3, 2025.
• Mr. Lyons exercised 15,000 non-qualified stock options at an exercise price of $47.89 per share.
• Concurrently, he sold 15,000 shares of common stock at a weighted average sales price of $152.6055 per share, with prices ranging from $150.63 to $154.34.
• The disposition was executed pursuant to a Rule 10b5-1 trading plan adopted on September 3, 2025.
• Following these transactions, Mr. Lyons beneficially owns 120,482 shares of Neurocrine Biosciences common stock.
• Of the beneficially owned shares, 114,499 are held by the Gary A. Lyons Revocable Living Trust U/A 6/8/12, over which he has voting and investment power.
• The exercised options were granted on May 20, 2016, vested in 12 equal monthly installments starting June 20, 2016, and were due to expire on May 20, 2026.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider sale can sometimes be viewed negatively, the fact that it was executed under a pre-arranged 10b5-1 plan mitigates any negative implications, as it indicates a planned financial management activity rather than a reaction to new information.

Positives

• The transaction was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a structured approach to managing equity holdings rather than an immediate reaction to market conditions.
• The company's policy restricts the reporting person from amending or modifying 10b5-1 plans after adoption, demonstrating robust corporate governance around insider trading.

Negatives

• An insider sale, even if pre-planned, reduces the direct equity stake of a director in the company.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This insider transaction is a routine event for executives in publicly traded biotechnology companies like Neurocrine Biosciences, often used for personal financial planning and diversification, especially when options are nearing expiration. It does not inherently reflect broader industry trends or competitive positioning.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan aligns with best practices for corporate insiders to sell company stock without concerns of trading on material non-public information, a standard widely adopted across industries.
• The company's policy restricting amendments to 10b5-1 plans is a strong governance measure, exceeding the minimum requirements and demonstrating a commitment to preventing potential insider trading abuses, comparable to policies at leading pharmaceutical and biotech firms.

Corporate Governance

Stakeholder Impact

• Shareholders: May observe a slight decrease in direct insider ownership, but the pre-planned nature of the sale under a 10b5-1 plan typically minimizes concerns about management's confidence in the company's future.

Key Dates

Keywords

Neurocrine Biosciences, NBIX, Insider Trading, Form 4, Stock Option Exercise, Stock Sale, Rule 10b5-1 Plan, Director Transaction, Equity Management