10-K – 2026-02-11 – nbix-20251231.htm

9. Stock-Based Compensation
2025 Equity Incentive Plan
In May 2025, our stockholders approved the 2025 Equity Incentive Plan (the 2025 Plan). The 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other awards. As of December 31, 2025, 7.4  million shares of common stock remain available for future grant under the 2025 Plan.
Under the terms of the 2025 Plan, the number of shares of common stock available for issuance will be: (i) reduced by (a) one share for each share issued pursuant to an appreciation award (as defined in the 2025 Plan) and (b) 2.43 shares for each share issued pursuant to a full value award (as defined in the 2025 Plan); and (ii) increased by (a) one share for each share subject to an appreciation award that becomes available again for issuance under the terms of the 2025 Plan and (b) 2.43 shares for each share subject to a full value award that becomes available again for issuance under the terms of the 2025 Plan.
2020 Equity Incentive Plan
In May 2020, we adopted the 2020 Equity Incentive Plan (as amended, the Amended 2020 Plan). The Amended 2020 Plan was a stockholder-approved plan pursuant to which no additional awards will be granted following the effective date of the 2025 Plan. Outstanding awards under the Amended 2020 Plan will continue to be governed by its terms.
2011 Equity Incentive Plan
In May 2011, we adopted the 2011 Equity Incentive Plan (the 2011 Plan). The 2011 Plan was a stockholder-approved plan pursuant to which outstanding awards have been made, but from which no further awards can or will be made.
2018 Employee Stock Purchase Plan
In May 2022 and 2025, our stockholders approved amendments and restatements of the 2018 Employee Stock Purchase Plan (as so amended and restated, the Amended 2018 ESPP). As of December 31, 2025, 1.0 million shares of common stock remain available for future issuance under the Amended 2018 ESPP.

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Stock-Based Compensation Expense
The effect of stock-based compensation expense on the consolidated statements of income and comprehensive income by line-item follows:

Year Ended December 31,

(in millions) 2025 2024 2023
Selling, general, and administrative
$ 126.9   $ 126.7   $ 126.3  
Research and development
91.0   68.8   68.0  
Total stock-based compensation expense $ 217.9   $ 195.5   $ 194.3  

Stock-based compensation expense by award-type follows:

Year Ended December 31,

(in millions) 2025 2024 2023
Stock options $ 83.8   $ 80.7   $ 91.6  
RSUs 107.6   97.7   93.4  
PRSUs 19.0   11.5   4.6  
ESPP 7.5   5.6   4.7  
Total stock-based compensation expense $ 217.9   $ 195.5   $ 194.3  

As of December 31, 2025, unrecognized stock-based compensation expense by award-type and the weighted-average period over which such expense is expected to be recognized, as applicable, was as follows:

(dollars in millions) Unrecognized Expense Weighted-Average Recognition Period
Stock options $ 95.3   2.4 years
RSUs $ 213.8   2.3 years
PRSUs $ 22.7  

Stock Options
Typically, stock options have a 10-year term and vest over a three to four-year period. The exercise price of stock options granted is equal to the closing price of our common stock on the date of grant. We estimate the fair value of stock options using the Black-Scholes option-pricing model on the date of grant. The Black-Scholes option-pricing model incorporates various and highly sensitive assumptions including expected volatility, term and interest rates. The weighted-average grant-date fair values of stock options granted were $ 49.66 for 2025, $ 55.74 for 2024, and $ 45.19 for 2023.
The fair value of each stock option granted was estimated on the date of grant using the Black-Scholes option-pricing valuation model with the following weighted-average assumptions:

Year Ended December 31,

2025 2024 2023
Risk-free interest rate 4.4   % 4.3   % 3.9   %
Expected volatility of common stock 37.6   % 37.2   % 40.8   %
Dividend yield 0.0   % 0.0   % 0.0   %
Expected option term 5.4 years 5.5 years 5.5 years

The weighted-average valuation assumptions were determined as follows:
• The expected volatility of common stock is estimated based on the historical volatility of our common stock over the most recent period commensurate with the estimated expected term of our stock options.
• The expected option term is estimated based on historical experience as well as the status of the employee. For example, directors and officers have a longer expected option term than all other employees.
• The risk-free interest rate for periods within the contractual life of a stock option is based upon observed interest rates appropriate for the expected term of our employee stock options.
• We have not historically declared or paid dividends and do not intend to do so in the foreseeable future.

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The following table presents summary of activity related to stock options.

(in millions, except weighted average data) Number of
Stock Options Weighted
Average
Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value
Outstanding at December 31, 2024
9.6   $ 95.48  
Granted 1.9   $ 118.85  
Exercised ( 1.5 ) $ 76.54  
Canceled ( 0.2 ) $ 117.03  
Outstanding at December 31, 2025
9.8   $ 102.54   6.0 years $ 384.9  
Exercisable at December 31, 2025
7.0   $ 95.65   5.1 years $ 324.8  

The total intrinsic value of stock options exercised was $ 96.2 million for 2025, $ 122.5 million for 2024, and $ 39.9 million for 2023. Cash received from stock option exercises was $ 115.5 million for 2025, $ 110.8 million for 2024, and $ 55.5 million for 2023.
Restricted Stock Units
RSUs typically vest over a four-year period and may be subject to a deferred delivery arrangement at the election of eligible employees. The fair value of RSUs is based on the closing sale price of our common stock on the date of issuance. The total fair value of RSUs that vested was $ 116.1 million for 2025, $ 116.7 million for 2024, and $ 101.0 million for 2023.
The following table presents a summary of activity related to RSUs.

(in millions, except weighted average data) Number of
RSUs Weighted-Average Grant Date
Fair Value Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value
Unvested at December 31, 2024
2.4   $ 111.90  
Granted 1.3   $ 119.14  
Released ( 0.9 ) $ 107.48  
Canceled ( 0.2 ) $ 115.53  
Unvested at December 31, 2025
2.6   $ 116.79   1.2 years $ 373.4  

Performance-Based Restricted Stock Units
PRSUs vest based on the achievement of certain predefined Company-specific performance criteria. Any unvested PRSUs will expire if it is determined the related performance criteria has not been met during the applicable three to four-year performance period. The fair value of PRSUs is estimated based on the closing sale price of our common stock on the date of grant. The fair value of PRSUs that vested was $ 34.4  million during 2023. No PRSUs vested during 2025 or 2024.
The following table presents a summary of activity related to PRSUs.

(in millions, except weighted average data) Number of
PRSUs Weighted-Average Grant Date
Fair Value Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value
Unvested at December 31, 2024
0.4   $ 105.11  
Granted 0.1   $ 118.24  

Canceled ( 0.1 ) $ 81.19  
Unvested at December 31, 2025
0.4   $ 114.70   1.5 years $ 61.2  

Employee Stock Purchase Plan
Under the Amended 2018 ESPP, eligible employees may purchase shares of our common stock at a discount semi-annually based on a percentage of their annual compensation. The discounted purchase price is equal to the lower of 85 % of (i) the market value per share of the common stock on the first day of the offering period or (ii) the market value per share of common stock on the purchase date.

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10. Income Taxes
The following table presents income from continuing operations before provision for income taxes for domestic and international operations.

Year Ended December 31,

(in millions) 2025 2024 2023
Domestic
$ 845.2   $ 597.5   $ 409.2  
Foreign ( 139.8 ) ( 111.5 ) ( 77.1 )
Income before provision for income taxes $ 705.4   $ 486.0   $ 332.1  

The following table presents the components of income tax expense for continuing operations.

Year Ended December 31,

(in millions) 2025 2024 2023
Current:
Federal $ 55.5   $ 215.2   $ 115.0  
State 50.9   52.5   28.1  
Foreign
( 43.8 ) —   —  
Current income taxes 62.6   267.7   143.1  
Deferred:
Federal 142.5   ( 104.9 ) ( 45.2 )
State 1.9   ( 18.1 ) ( 15.5 )
Foreign 19.8   —   —  
Deferred income taxes
164.2   ( 123.0 ) ( 60.7 )
Provision for income taxes $ 226.8   $ 144.7   $ 82.4  

As discussed in Note 1 , we adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, on January 1, 2025 on a prospective basis. As a result, our rate reconciliation for 2025 is presented in accordance with the new disclosure requirements, while the reconciliations for 2024 and 2023 continue to be presented under disclosure requirements in effect for those periods.

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The provision for income taxes on earnings subject to income taxes differed from the statutory federal rate due to the following (after the adoption of ASU 2023-09):

Year Ended December 31, 2025
(dollars in millions)
Amount
%
Federal income taxes at 21 %
$ 148.1   21.0   %
State and local income taxes, net of federal benefit (1)
3.1   0.4   %
Foreign tax effects
Switzerland
Statutory tax rate difference between Switzerland and U.S.
16.4   2.3   %
Changes in valuation allowances ( 18.8 ) ( 2.7 ) %
Undistributed earnings
19.8   2.8   %
Other ( 11.2 ) ( 1.6 ) %
Other foreign jurisdictions 3.7   0.5   %
Effect of cross-border tax laws
Global intangible low-taxed income, net 52.9   7.5   %
Foreign tax credits
( 7.9 ) ( 1.1 ) %
Other effects of cross-border tax laws total - below 1.05 %
( 0.5 ) ( 0.1 ) %
Tax credits
Research and development tax credits ( 35.6 ) ( 5.0 ) %
Changes in valuation allowance 7.7   1.1   %
Nontaxable or nondeductible items
Officer compensation
13.6   1.9   %
Branded prescription drug fee
7.5   1.1   %
Other non-deductible and non-taxable total - below 1.05 %
8.3   1.2   %
Other
Stock-based compensation expense (windfall/shortfall)
( 13.7 ) ( 1.9 ) %
Basis difference in subsidiary held for sale
( 15.7 ) ( 2.2 ) %
Changes in unrecognized tax benefits 49.1   7.0   %
Provision for income taxes $ 226.8   32.2   %

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(1) 50% or more of our state tax provision relates to the Tennessee and Kentucky state jurisdictions.
The provision for income taxes on earnings subject to income taxes differed from the statutory federal rate due to the following (prior to the adoption of ASU 2023-09):

Year Ended December 31,

(dollars in millions)
2024 2023
Federal income taxes at 21 %
$ 102.1   $ 69.7  
State income tax, net of federal benefit 34.6   17.5  
Branded prescription drug fee 7.5   8.7  
Loss on extinguishment of convertible senior notes 29.1   —  
Stock-based compensation expense ( 20.4 ) ( 3.9 )
Officer compensation 3.3   9.6  
Foreign rate differential
7.2   3.4  
Change in tax rate ( 0.6 ) ( 5.5 )

Research credits ( 49.2 ) ( 42.2 )
Change in valuation allowance 23.9   22.0  
Other 7.2   3.1  
Provision for income taxes $ 144.7   $ 82.4  

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The following table presents income taxes paid for 2025:

(in millions) Amount

U.S. Federal
$ 72.7  
Aggregated state and local jurisdictions (1)
8.7  
Total income taxes paid, net
$ 81.4  

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(1) The amount of income taxes paid during 2025 did not meet the 5% disaggregation threshold.
The following table presents the significant components of our deferred tax assets:

  December 31,

(in millions) 2025 2024
Deferred tax assets:
Net operating losses $ 8.4   $ 50.5  
Research and development credits 74.6   62.8  
Capitalized research and development 85.7   255.7  
Stock-based compensation expense 59.7   61.4  
Operating lease assets 111.8   122.7  
Intangible assets 117.0   121.4  
Accrued payroll
27.2   24.1  
Other 55.0   27.6  
Total deferred tax assets 539.4   726.2  
Deferred tax liabilities:

Operating lease liabilities ( 96.9 ) ( 112.8 )
Other ( 24.9 ) ( 15.5 )
Total deferred tax liabilities ( 121.8 ) ( 128.3 )
Net of deferred tax assets and liabilities 417.6   597.9  
Valuation allowance ( 97.3 ) ( 112.2 )
Net deferred tax assets $ 320.3   $ 485.7  

As of December 31, 2025 and 2024, we recorded a valuation allowance of $ 97.3 million and $ 112.2 million, respectively, against our gross deferred tax asset balance.
As of each reporting date, management considers new evidence, both positive and negative, that could affect its assessment of the future realizability of our deferred tax assets. As of December 31, 2025, management determined there was sufficient positive evidence to conclude that it is more likely than not deferred tax assets of $ 320.3 million are realizable. The recorded valuation allowance of $ 97.3 million consisted primarily of unrealized capital losses, state net operating losses, and state research credit carryforwards for which management cannot conclude it is more likely than not to be realized.
As of December 31, 2025, we had state income tax net operating loss carryforwards of $ 279.0 million. We had no federal or foreign income tax operating loss carryforwards as of December 31, 2025. California net operating losses and net operating losses related to other states will begin to expire in 2032 and 2041, respectively, unless previously utilized.
As of December 31, 2025, we had state R&D tax credit carryforwards of $ 114.7 million. California R&D tax credits carry forward indefinitely, while R&D tax credits related to other states will begin to expire in 2034 unless previously utilized.
Additionally, the future utilization of our state net operating loss and R&D tax credit carryforwards to offset future taxable income may be subject to an annual limitation, pursuant to Internal Revenue Code Sections 382 and 383, as a result of ownership changes that could occur in the future. No ownership changes have occurred through December 31, 2025.
As of December 31, 2025, we have recorded a U.S. deferred income tax liability of $ 12.0 million on the unremitted earnings of certain foreign subsidiaries as we cannot assert these earnings are indefinitely reinvested in foreign operations.

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The impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.
We recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2025 and 2024, we had accruals for interest related to income tax matters of $ 24.9 million and $ 10.9 million, respectively. In addition, we had accruals for penalties related to income tax matters of $ 3.8 million and $ 2.2 million, respectively, as of December 31, 2025 and 2024.
We are subject to taxation in the U.S. and various state and foreign jurisdictions. Our tax years for 2002 for federal, 2000 for California, 2015 for other significant state jurisdictions, and 2019 and forward for foreign jurisdictions are subject to examination by tax authorities due to the carryforward of net operating losses and R&D tax credits.
The IRS is currently examining the 2023 tax year. Management believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust the provision for income taxes in the period such resolution occurs.
The following table presents a summary of activity related to unrecognized tax benefits:

Year Ended December 31,

(in millions) 2025 2024 2023
Balance at January 1 $ 179.8   $ 121.0   $ 84.5  
(Decrease) increase related to prior year tax positions
( 11.2 ) 4.0   3.4  
Increase related to current year tax positions 51.3   54.8   36.7  
Decrease related to prior year tax positions
—   —   ( 3.6 )

Balance at December 31 $ 219.9   $ 179.8   $ 121.0  

As of December 31, 2025, we had $ 177.6 million of unrecognized tax benefits that, if recognized and realized, would affect the effective tax rate, subject to changes in the valuation allowance.
On July 4, 2025, the One Big Beautiful Bill Act (the OBBBA) was signed into law. The OBBBA includes significant changes to U.S. tax and related laws. Some of the provisions of the OBBBA affecting us include the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act (TCJA), changes to the treatment of research and development expenditures under Internal Revenue Code Section 174, modifications to the Global Intangible Low-Taxed Income (GILTI) and Foreign-Derived Intangible Income (FDII) international tax provisions, and reinstatement of 100% bonus depreciation deduction from the TCJA for eligible property acquired after January 19, 2025. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBBA’s financial reporting implications have been recognized in our income tax provision for 2025.
Swiss Cantonal Tax Relief
In August 2025, the Company received approval from Swiss tax authorities granting cantonal tax relief to its Swiss subsidiary, Neurocrine Switzerland GmbH. The tax relief applies for a period of 10 tax years beginning with the 2024 tax year through 2033.
The Swiss cantonal tax relief had a minimal impact on the Company’s earnings per share for the year ended December 31, 2025.

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11. Collaboration and License Agreements
Nxera Pharma UK Limited (Nxera)
In 2021, we entered into a collaboration and license agreement with Nxera (formerly Sosei Heptares) to develop and commercialize certain compounds containing sub-type selective muscarinic M1, M4, or dual M1/M4 receptor agonists, which we have the exclusive rights to develop, manufacture and commercialize worldwide, excluding in Japan, where Nxera retains the rights to develop, manufacture, and commercialize all compounds comprised of M1 receptor agonists, subject to certain exceptions. With respect to such rights retained by Nxera, we retain the rights to opt in to profit sharing arrangements, pursuant to which we and Nxera will equally share in the operating profits and losses for such compounds in Japan. Subject to specified conditions, we may elect to exercise such opt-in rights with respect to each such compound either before initiation of the first proof of concept Phase 2 clinical trial for such compound or following our receipt from Nxera of the top-line data from such clinical trial for such compound. We are responsible for all development, manufacturing, and commercialization costs of any collaboration product.
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 2025, we expensed a milestone payment of $ 15.0 million to Nxera as R&D in 2025. In connection with the successful completions of a long-term toxicity program for direclidine and Phase 2 clinical study for direclidine in schizophrenia in 2024, we expensed milestone payments totaling $ 50.0 million to Nxera as R&D in 2024.
Under the terms of the agreement, Nxera may be entitled to receive potential future payments of up to $ 2.50 billion upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any collaboration product.
Unless earlier terminated, the agreement will continue on a licensed product-by-licensed product and country-by-country basis until the date on which the royalty term for such licensed product has expired in such country. On a licensed product-by-licensed product and country-by-country basis, royalty payments would commence on the first commercial sale of a licensed product and terminate on the later of (i) the expiration of the last patent covering such licensed product in such country, (ii) a number of years from the first commercial sale of such licensed product in such country and (iii) the expiration of regulatory exclusivity for such licensed product in such country.
Following the expiration of the research collaboration term, we may terminate the agreement in its entirety or with respect to one or more targets upon 90 days’ written notice to Nxera. Following the expiration of the research collaboration term, Nxera may terminate the agreement on a target-by-target basis in the event that we do not conduct any material development activities outside of Japan with respect to a certain compound or licensed product within the applicable target class for a continuous period of not less than 365 days and do not commence any such activities within 120 days of receiving written notice. Either party may terminate the agreement, subject to specified conditions, (i) in the event of material breach by the other party, subject to a cure period, (ii) if the other party challenges the validity or enforceability of certain intellectual property rights, subject to a cure period, or (iii) if the other party becomes insolvent or takes certain actions related to insolvency.
Takeda Pharmaceutical Company Limited (Takeda)
In 2020, we entered into an exclusive license agreement with Takeda (the 2020 Takeda Agreement), pursuant to which we acquired the exclusive rights to develop and commercialize certain early to mid-stage psychiatry compounds, including luvadaxistat, NBI-1070770, osavampator (NBI-1065845), NBI-1065846, and three non-clinical stage compounds. Pursuant to the 2020 Takeda Agreement, osavampator was designated as a profit-share product, meaning we and Takeda would equally share in the operating profits and losses. Takeda also retained the right to opt-out of the profit-sharing arrangement, pursuant to which Takeda would be entitled to receive potential future payments upon the achievement of certain event-based milestones with respect to osavampator and receive royalties on the future net sales of osavampator (in lieu of equally sharing in the operating profits and losses).
In October 2024, we provided Takeda with written notice of termination of the license under the 2020 Takeda Agreement with respect to certain DAAO inhibitors, including the license to develop and commercialize luvadaxistat and NBI-1065846, which became effective in April 2025.

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In January 2025, we and Takeda amended and restated the exclusive license agreement (the Restated Takeda Agreement) to, among other things, reflect the conversion from sharing operating profits and losses with respect to the development and commercialization of osavampator to a royalty-bearing license, the return of rights to osavampator in Japan to Takeda, and our previous termination of of the license to develop and commercialize certain DAAO inhibitors under the 2020 Takeda Agreement, including luvadaxistat, and GPR139 agonists, including NBI-1065846.
Under the Restated Takeda Agreement, we retain exclusive rights to develop and commercialize osavampator for all indications in all territories worldwide except Japan, where Takeda reacquired exclusive development and commercialization rights. In addition, each party is responsible for development costs for osavampator in its respective territory, and each party is eligible to receive royalty payments based on the other party’s net sales of osavampator in the other party’s territory. Pursuant to the Restated Takeda Agreement and upon the successful development and commercialization of osavampator, we will incur tiered based royalties payable to Takeda in the mid-to-upper teens in the U.S. and low double-digits outside of the U.S. on a blended basis as a percentage of net sales. Additionally, we are entitled to receive royalties from Takeda on the future net sales of osavampator in Japan.
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 to Takeda as R&D in 2025.
NBI-1070770 is a novel, selective, and orally active, negative allosteric modulator (NAM) of the NR2B subunit-containing N-methyl-D-aspartate (NMDA NR2B) receptor in development as a potential treatment for MDD. In connection with the initiation of a Phase 2 clinical study for NBI-1070770 in MDD in 2024, we expensed a milestone payment of $ 7.5 million to Takeda as R&D in 2024. In November 2025, we announced that the Phase 2 study evaluating the efficacy, safety, and tolerability of NBI-1070770 in adults with MDD did not meet the primary endpoint.
Takeda may be entitled to receive potential future payments of up to $ 0.74 billion upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any royalty-bearing product.
Unless earlier terminated, the Restated Takeda Agreement will continue on a licensed product-by-licensed product and country-by-country basis until the date on which, (i) for any royalty-bearing product, the royalty term has expired in such country; and (ii) for any profit-share product, for so long as we continue to develop, manufacture, or commercialize such licensed product. On a licensed product-by-licensed product and country-by-country basis, royalty payments would commence on the first commercial sale of a royalty-bearing product and terminate on the later of (i) the expiration of the last patent covering such royalty-bearing product in such country, (ii) a number of years from the first commercial sale of such royalty-bearing product in such country and (iii) the expiration of regulatory exclusivity for such royalty-bearing product in such country.
We may terminate the Restated Takeda Agreement in its entirety or in one or more (but not all) of the U.S., Japan, the European Union and the United Kingdom, or, collectively, the major markets, upon six months ’ written notice to Takeda (i) with respect to all licensed products prior to the first commercial sale of the first licensed product for which first commercial sale occurs, or (ii) with respect to all licensed products in one or more given target classes, as defined in the Restated Takeda Agreement, prior to the first commercial sale of the first licensed product in such target class for which first commercial sale occurs. We may terminate the Restated Takeda Agreement in its entirety or in one or more (but not all) of the major markets upon 12 months’ written notice to Takeda (i) with respect to all licensed products following the first commercial sale of the first licensed product for which first commercial sale occurs, or (ii) with respect to all licensed products in one or more given target classes following the first commercial sale of the first licensed product in such target class for which first commercial sale occurs. Takeda may terminate the Restated Takeda Agreement, subject to specified conditions, (i) if we challenge the validity or enforceability of certain Takeda intellectual property rights or (ii) on a target class-by-target class basis, in the event that we do not conduct any material development or commercialization activities with respect to any licensed product within such target class for a specified continuous period. Subject to a cure period, either party may terminate the Restated Takeda Agreement in the event of any material breach, solely with respect to the target class of a licensed product to which such material breach relates, or in its entirety in the event of any material breach that relates to all licensed products, or if either party challenges the validity or enforceability of certain intellectual property rights.

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Xenon Pharmaceuticals Inc. (Xenon)
In 2019, we entered into a collaboration and license agreement with Xenon to identify, research, and develop sodium channel inhibitors, including NBI-921352 and three preclinical candidates, which compounds we have the exclusive rights to develop and commercialize. In connection with the agreement, we purchased 1.4 million shares (at $ 14.196 per share) of Xenon common stock in 2019, 0.3 million shares (at $ 19.9755 per share) of Xenon common stock in 2021, and 0.3 million shares (at $ 31.855 per share) of Xenon common stock in 2022. We are responsible for all development and manufacturing costs of any collaboration product, subject to certain exceptions.
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 2025.
Under the terms of the agreement, Xenon may be entitled to receive potential future payments of up to $ 1.70 billion upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any collaboration product. Xenon retains the right to elect to co-develop one product in a major indication, pursuant to which Xenon would receive a mid-single digit percentage increase in royalties earned on the future net sales of such product in the U.S. and we and Xenon would equally share in the development costs of such product in the applicable indication, except where such development costs relate solely to the regulatory approval of such product outside the U.S.
Unless earlier terminated, the agreement will continue on a licensed product-by-licensed product and country-by-country basis until the expiration of the royalty term for such product in such country. Upon the expiration of the royalty term for a particular licensed product and country, the license obtained by us with respect to such product and country will become fully paid, royalty free, perpetual and irrevocable. We may terminate the agreement upon 90 days’ written notice to Xenon, provided that such unilateral termination will not be effective for certain products until we have used commercially reasonable efforts to complete certain specified clinical studies. Either party may terminate the agreement in the event of a material breach in whole or in part, subject to specified conditions.
Voyager Therapeutics, Inc. (Voyager)
2019 Voyager Agreement
In 2019, we entered into a collaboration and license agreement with Voyager (the 2019 Voyager Agreement), pursuant to which we obtained certain rights to develop and commercialize product candidates, including the rights to gene therapy product candidates for the treatment of Friedreich’s ataxia (FA) and two undisclosed programs. In April 2025, we mutually agreed with Voyager to discontinue the two undisclosed programs and the rights to the targets selected under these programs returned to Voyager. We are responsible for all development and commercialization costs of any collaboration product under the 2019 Voyager Agreement, subject to certain co-development and co-commercialization rights retained by Voyager.
In connection with the 2019 Voyager Agreement, we purchased 4.2 million shares (at $ 11.9625 per share) of Voyager common stock (the 2019 Voyager Shares), which are subject to certain transfer, beneficial ownership, and voting restrictions until February 23, 2026, the third anniversary of the closing date of the share purchase transaction.
In connection with the selection of a development candidate under the FA program pursuant to our collaboration with Voyager, we expensed a milestone payment of $ 5.0 million to Voyager as R&D in 2024.
Under the terms of the 2019 Voyager Agreement, Voyager may be entitled to receive potential future payments of up to $ 0.47 billion upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any collaboration product, subject to certain co-development and co-commercialization rights retained by Voyager.

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Unless terminated earlier, the 2019 Voyager Agreement will continue in effect until the expiration of the last to expire royalty term with respect to any collaboration product under the agreement or the last expiration or termination of any exercised co-development and co-commercialization rights by Voyager as provided for in the 2019 Voyager Agreement. We may terminate the 2019 Voyager Agreement upon 180 days’ written notice to Voyager prior to the first commercial sale of any collaboration product under the 2019 Voyager Agreement or upon one year after the date of notice if such notice is provided after the first commercial sale of any collaboration product under the 2019 Voyager Agreement.
2023 Voyager Agreement
In 2023, we entered into a collaboration and license agreement with Voyager, which we amended in April 2024 (as amended, the 2023 Voyager Agreement), pursuant to which we acquired the global rights to the gene therapy products directed to the gene that encodes glucosylceramidase beta 1 (GBA1) for the treatment of Parkinson's disease and other diseases associated with GBA1 (the GBA1 Program), and three gene therapy programs directed to rare central nervous system (CNS) targets, each enabled by Voyager's next-generation TRACER ® capsids.
With respect to collaboration products subject to the GBA1 Program, we are responsible for all development and commercialization costs of any such products, including in the U.S., where Voyager retains certain co-development and co-commercialization rights. Voyager may elect to exercise such rights, pursuant to which we and Voyager would equally share in the operating profits and losses of such products in the U.S. (in lieu of Voyager being entitled to receive potential future payments of certain event-based milestones upon their achievement in the U.S. and receive royalties on the future net sales of such products in the U.S.), following Voyager’s receipt of the top-line data from a first clinical trial in Parkinson’s disease. 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. 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. and would be entitled to receive royalties on the future net sales of any such product outside the U.S.
With respect to collaboration products subject to the three gene therapy programs directed to rare CNS targets, we are responsible for all development and commercialization costs for any such products.
In connection with the 2023 Voyager Agreement, we paid Voyager $ 175.0 million upfront, including a purchase of 4.4 million shares (at $ 8.88 per share) of Voyager common stock (the 2023 Voyager Shares), which are subject to certain transfer, beneficial ownership, and voting restrictions until February 23, 2026, the third anniversary of the closing date of the share purchase transaction. We accounted for the transaction as an asset acquisition as the set of acquired assets did not constitute a business. In addition, as part of the collaboration, Jude Onyia, Ph.D., Chief Scientific Officer of Neurocrine Biosciences, was appointed to Voyager's board of directors. Dr. Onyia (or another individual designated by us) will be nominated for election to Voyager's board of directors annually for a maximum duration of 10 years from the effective date of the 2023 Voyager Agreement. As a result, our equity investment in Voyager became subject to the equity method of accounting, and Voyager became a related party, following our purchase of the 2023 Voyager Shares, after which, together with the 2019 Voyager Shares, we owned approximately 19.9 % of the voting stock of Voyager. We elected the fair value option to account for our equity investment in Voyager as we believe it creates greater transparency regarding the investment's fair value at future reporting dates. The 2023 Voyager Shares were recorded at a fair value of $ 31.3 million after considering Voyager’s stock price on the measurement date. The remaining $ 143.9 million of the purchase price, which includes certain transaction-related costs, was expensed as in-process research and development in 2023 as the license had no foreseeable alternative future use.
In connection with the selection of development candidates under the GBA1 Program pursuant to our collaboration with Voyager, we expensed milestone payments totaling $ 3.0 million and $ 6.0 million, respectively, to Voyager as R&D in 2025 and 2024.
Under the terms of the 2023 Voyager Agreement, Voyager may be entitled to receive potential future payments of up to $ 6.10 billion upon the achievement of certain event-based milestones and is entitled to receive royalties on the future net sales of any collaboration product, subject to certain co-development and co-commercialization rights retained by Voyager.

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Unless terminated earlier, the 2023 Voyager Agreement will continue in effect until the expiration of the last to expire royalty term with respect to any collaboration product under the 2023 Voyager Agreement or the last expiration or termination of any exercised co-development and co-commercialization rights by Voyager as provided for in the 2023 Voyager Agreement. We may terminate the 2023 Voyager Agreement upon 180 days’ written notice to Voyager prior to the first commercial sale of any collaboration product under the 2023 Voyager Agreement or upon one year after the date of notice if such notice is provided after the first commercial sale of any collaboration product under the 2023 Voyager Agreement.
Sanofi S.A. (Sanofi)
In 2014, we entered into a license agreement with Sanofi, pursuant to which we acquired the global rights to develop and commercialize certain corticotropin-releasing factor type 1 (CRF-1) receptor antagonists, including crinecerfont. We launched CRENESSITY ® (crinecerfont) in the U.S. as a first-in-class FDA-approved treatment of classic congenital adrenal hyperplasia due to 21-hydroxylase deficiency (CAH) in December 2024. We are responsible for all manufacturing, development, and commercialization costs of any licensed product.
In connection with FDA approval of CRENESSITY capsules and oral solution as an adjunctive treatment of CAH in December 2024, we paid a $ 5.0 million milestone to Sanofi in January 2025, which we accrued to other current liabilities and recorded within intangible assets, net on the consolidated balance sheet as of December 31, 2024.
Under the terms of our license agreement with Sanofi, Sanofi may be entitled to receive potential future payments of up to $ 10.0 million upon the achievement of certain event-based milestones and is entitled to receive royalties at tiered percentage rates ranging from 3.0 % to 5.0 % on our future net sales of CRENESSITY in the U.S. for the longer of 16 years or the life of the related patent rights.

12. Assets and Liabilities Held for Sale
On December 24, 2025, we committed to a plan 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 are presented separately as “Assets held for sale” and “Liabilities related to assets held for sale” below, and 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 disposal group was measured at the lower of the carrying amount or fair value less costs to sell. Based on an estimated fair value (net of selling costs) of $ 62.2 million and a carrying value of $ 34.6 million, no impairment loss was recognized in connection with the held-for-sale classification. In addition, depreciation and amortization associated with the disposal group ceased as of the held-for-sale classification date. The disposal group did not qualify as a discontinued operation under ASC 205, as it does not represent a strategic shift that will have a major effect on our operations or financial results. As required by ASC 360, any potential gain or loss will be recognized upon completion of the sale.
The major classes of assets and liabilities classified as held for sale as of December 31, 2025, were as follows:
(in millions) Amount
Assets held for sale:

Intangible assets, net
$ 29.8  
Other assets 13.0  
Total assets held for sale included in other current assets $ 42.8  

Liabilities related to assets held for sale:

Accounts payable and accrued liabilities
$ 6.8  
Other liabilities
1.4  
Total liabilities related to assets held for sale included in other current liabilities $ 8.2  

As of December 31, 2025, the disposal group classified as held for sale excludes certain assets and obligations that will not be transferred to the buyer upon closing. Specifically, cash and cash equivalents of the disposal group are not expected to be conveyed to the buyer. Accordingly, such cash and the related liabilities expected to be settled prior to closing are excluded from the assets and liabilities presented as held for sale as of December 31, 2025.

94

Subsequent to December 31, 2025, on January 21, 2026, we completed the sale of Neurocrine Group Limited to Immedica Pharma AB for $ 65.0 million in cash, and we expect to recognize the related gain in the first quarter of 2026.

13. Retirement Plan
We have a 401(k) defined contribution savings plan for the benefit of all qualifying employees and permits voluntary contributions by employees up to 60 % of base salary limited by the IRS-imposed maximum. Employer contributions were $ 19.7 million for 2025, $ 15.5 million for 2024, and $ 12.5 million for 2023.

14. Segment Reporting and Disaggregation of Relevant Expense Captions
Neurocrine Biosciences operates as a single global business segment dedicated to the research and development, commercialization, and sale of pharmaceuticals primarily in the U.S. for the treatment of under-addressed neurological, psychiatric, endocrine, and immunological disorders. The accounting policies of the segment are the same as those described in the summary of significant accounting policies.
The determination of a single business segment is consistent with the consolidated financial information regularly reviewed by the Chief Executive Officer as chief operating decision maker (CODM) in assessing segment performance and deciding how to allocate resources on a consolidated basis.
The CODM assesses performance for the segment and decides how to allocate resources based on net income that also is reported on the consolidated statements of income and comprehensive income as consolidated net income. The CODM uses net income to monitor budget and forecast versus actual results in assessing segment performance and to evaluate income generated from segment assets in deciding how to allocate resources. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.
The following table presents information about reported segment revenues, segment profit, and significant segment expenses.

Year Ended December 31,
(in millions) 2025 2024 2023
Revenues:

INGREZZA net product sales $ 2,513.7   $ 2,313.5   $ 1,836.0  
CRENESSITY net product sales 301.2   1.7   —  
Other revenues (1)
45.6 40.1 51.1
Total revenues 2,860.5   2,355.3   1,887.1  
Less:

Cost of revenues 52.1   34.0   39.7  
Research and development:
External research and development 507.3   343.5   310.0  
Payroll and benefits 306.4   236.7   206.7  
Milestones 65.4   71.7   0.8  
Other research and development (2)
136.6   79.2   47.5  
Total research and development 1,015.7   731.1   565.0  
Acquired in-process research and development 17.4   12.5   143.9  
Selling, general, and administrative 1,156.2   1,007.2   887.6  
Unrealized loss (gain) on equity investments 4.0   37.1   ( 28.4 )
Charges associated with convertible senior notes —   138.4   —  
Interest income and other, net ( 90.3 ) ( 91.0 ) ( 52.8 )
Provision for income taxes 226.8   144.7   82.4  
Net income
$ 478.6   $ 341.3   $ 249.7  

_________________________
(1) Other revenues primarily consist of net product sales of ALKINDI and EFMODY and royalties earned on AbbVie net sales of elagolix and TPC 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.

95

15. Legal Matters
Legal Proceedings
In March 2025, we received a notice from Zydus Lifesciences Global FZE (Zydus FZE) that it had filed an abbreviated new drug application, or ANDA, with the FDA seeking approval of a generic version of INGREZZA SPRINKLE (valbenazine). The ANDA contained a Paragraph IV Patent Certification alleging that certain of our patents covering INGREZZA SPRINKLE are invalid and/or will not be infringed by Zydus FZE’s importation, manufacture, use or sale of the medicine for which the ANDA was submitted. We filed suit in the U.S. District Court for the District of Delaware in April 2025 against Zydus Pharmaceuticals (USA) Inc. and its affiliates Zydus FZE, Zydus Worldwide DMCC (entity subsequently dismissed), Zydus Lifesciences Limited, and Zydus Healthcare (USA) LLC (entity subsequently dismissed) (collectively, Zydus). The complaint alleged that by filing their ANDAs, Zydus infringed certain of our patents covering INGREZZA SPRINKLE and sought to prevent Zydus from selling a generic version of INGREZZA SPRINKLE. We also filed suit in the U.S. 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.
From time to time, we may become subject to other legal proceedings or claims arising in the ordinary course of our business. We currently believe that none of the claims or actions pending against us is likely to have, individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations. Given the unpredictability inherent in litigation, however, we cannot predict the outcome of these matters.
U.S. Department of Justice Investigation
In August 2025, we received a civil investigative demand from the U.S. Department of Justice (DOJ) requesting certain documents and information related to our sales and marketing of INGREZZA. We are cooperating with the DOJ’s request. No assurance can be given as to the timing or outcome of the DOJ’s investigation.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.

Item 9A. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rule 13a-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the year covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the year covered by this report.

97

Management’s Report on Internal Control Over Financial Reporting
Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company.
Management has used the framework set forth in the report entitled Internal Control-Integrated Framework (2013 framework) published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2025. Ernst & Young LLP, our independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2025, which is included herein.
There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

98

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Neurocrine Biosciences, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Neurocrine Biosciences, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Neurocrine Biosciences, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 11, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

San Diego, California
February 11, 2026

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Item 9B. Other Information
None .

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.

100

PART III

Item 10. Directors, Executive Officers and Corporate Governance
Information required by this item will be contained in our Definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A with the SEC within 120 days of December 31, 2025. Such information is incorporated herein by reference.
We have adopted a code of business conduct and ethics that applies to our Chief Executive Officer, Chief Financial Officer, and to all of our other officers, directors, employees and agents. The code of business conduct and ethics is available at the Corporate Governance section of the Investors page on our website at www.neurocrine.com. We intend to disclose future amendments to, or waivers from, certain provisions of our code of business conduct and ethics on the above website within four business days following the date of such amendment or waiver. Information found on, or accessible through, our website is not part of, and is not incorporated into, this Annual Report on Form 10-K.

Item 11. Executive Compensation
Information required by this item will be contained in our Definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A with the SEC within 120 days of December 31, 2025. Such information is incorporated herein by reference, except as to information disclosed therein pursuant to Item 402(v) of Regulation S-K relating to pay versus performance.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this item will be contained in our Definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A with the SEC within 120 days of December 31, 2025. Such information is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this item will be contained in our Definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A with the SEC within 120 days of December 31, 2025. Such information is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services
Information required by this item will be contained in our Definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A with the SEC within 120 days of December 31, 2025. Such information is incorporated herein by reference.

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PART IV

Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report.
1. List of Financial Statements. The following are included in Item 8 of this report:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2025, 2024, and 2023
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
Notes to the Consolidated Financial Statements
2. List of all Financial Statement schedules. All schedules are omitted because they are not applicable, or the required information is shown in the Financial Statements or notes thereto.
3. List of Exhibits required by Item 601 of Regulation S-K. See part (b) below.
(b) 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)
     
4.2 Description: Description of Common Stock of the Company

     
19.1 Description:
Neurocrine Biosciences, Inc. Insider Trading Policy

Reference:
Incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

21.1 Description: Subsidiaries of the Company

     
23.1 Description: Consent of Independent Registered Public Accounting Firm

24.1
Description:
Power of Attorney (included on signature page to this report)

     
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

     
97 +
Description:
Neurocrine Biosciences, Inc. Clawback Policy

Reference:
Incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K filed on February 9, 2024

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.

102

     
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)

Collaboration and License Agreements :

   
10.1*
Description: Collaboration Agreement dated June 15, 2010, by and between Abbott International Luxembourg S.a.r.l. and the Company as amended on August 31, 2011

  Reference: Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on May 5, 2021
     
10.2*
Description: First Amendment to Collaboration and License Agreement Dated August 31, 2011 between the Company and Abbott International Luxemburg S.a.r.l.

  Reference: Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed on May 5, 2021
     
10.3*
Description: Collaboration and License Agreement dated March 31, 2015 between Mitsubishi Tanabe Pharma Corporation and the Company

  Reference: Incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed on May 5, 2021
     
10.4* Description: Collaboration and License Agreement dated January 28, 2019 between Voyager Therapeutics, Inc. and the Company

Reference: Incorporated by reference to Exhibit 10.4 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

     
10.5 Description: Stock Purchase Agreement dated January 28, 2019 between Voyager Therapeutics, Inc. and the Company

  Reference: Incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K filed on February 7, 2019
     
10.6 Description: Amendment No. 1 to Collaboration and License Agreement dated June 14, 2019 between Voyager Therapeutics, Inc. and the Company

  Reference: Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 29, 2019

10.7*
Description: Collaboration and License Agreement dated November 22, 2021 between Heptares Therapeutics Limited and the Company

Reference: Incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K filed on February 11, 2022

10.8*
Description: Collaboration and License Agreement dated January 8, 2023 between Voyager Therapeutics, Inc. and the Company

Reference: Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023

10.9*
Description:
First Amendment to the Collaboration and License Agreement, effective April 3, 2024, between the Company and Voyager Therapeutics, Inc.

Reference:
Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on August 1, 2024

10.10
Description: Stock Purchase Agreement dated January 8, 2023 between Voyager Therapeutics, Inc. and the Company

Reference: Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023

10.11
Description: Amended and Restated Investor Agreement dated January 8, 2023 between Voyager Therapeutics, Inc. and the Company

Reference: Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023

10.12*
Description: Amended and Restated Exclusive License Agreement dated January 24, 2025 by and between Takeda Pharmaceutical Company Limited and the Company

Reference: Incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q filed on May 5, 2025

10.13*
Description:
License Agreement dated December 19, 2014 by and between Sanofi S.A. and the Company

103

10.14*
Description:
Amendment 1 to the License Agreement dated D ecember 19, 2016 by and between Sanofi S.A. and the Company

10.15*
Description:
Amendment 2 to the License Agreement dated October 21, 2019 by and between Sanofi S.A. and the Company

Equity Plans and Related Agreements :

     
10.16 +
Description: Neurocrine Biosciences, Inc. 2011 Equity Incentive Plan, as amended

  Reference: Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

10.17 +
Description: Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. 2011 Equity Incentive Plan, and Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for use under the Neurocrine Biosciences, Inc. 2011 Equity Incentive Plan

  Reference: Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on June 1, 2015

10.18 +
Description:
Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. 2011 Equity Incentive Plan, as amended

Reference:
Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

10.19 +
Description: Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan, as amended and restated

Reference: Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

10.20 +
Description: Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for grants on or after February 13, 2024 made under the Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan

Reference: Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024

10.21 +
Description: Form of Stock Option Grant Notice and Option Agreement for grants made to Kevin Gorman on or after February 13, 2024 made under the Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan

Reference: Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024
     
10.22 +
Description: Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan, and Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use under the Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan

Reference: Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K filed on February 11, 2022

10.23 +
Description: Form of Stock Option Grant Notice and Option Agreement for grants made on or after January 30, 2025 made under the Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan

Reference: Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 5, 2025

10.24 +
Description: Neurocrine Biosciences, Inc. 2025 Equity Incentive Plan

Reference: Incorporated by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477)

10.25 +
Description: Form of Standard Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. 2025 Equity Incentive Plan

Reference: Incorporated by reference to Exhibit 99.3 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477)

10.26 +
Description: Form of Standard Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use under the Neurocrine Biosciences, Inc. 2025 Equity Incentive Plan

Reference: Incorporated by reference to Exhibit 99.4 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477)

10.27 +
Description: Form of Director Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. 2025 Equity Incentive Plan

Reference: Incorporated by reference to Exhibit 99.5 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477)

104

10.28 +
Description: Form of Director Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use under the Neurocrine Biosciences, Inc. 2025 Equity Incentive Plan

Reference: Incorporated by reference to Exhibit 99.6 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477)

10.29 +
Description: Form of Non-U.S. Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. 2025 Equity Incentive Plan

Reference: Incorporated by reference to Exhibit 99.7 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477)

10.30 +
Description: Form of Non-U.S. Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use under the Neurocrine Biosciences, Inc. 2025 Equity Incentive Plan

Reference: Incorporated by reference to Exhibit 99.8 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477)

10.31 +
Description: Neurocrine Biosciences, Inc. Inducement Plan, as amended

  Reference: Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K filed on February 13, 2018
     
10.32 +
Description: Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. Inducement Plan, and Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for use under the Neurocrine Biosciences, Inc. Inducement Plan

  Reference: Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 29, 2015

10.33 +
Description: Neurocrine Biosciences, Inc. 2018 Employee Stock Purchase Plan, as amended and restated

Reference: Incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 (Registration No. 333-287477)

Agreements with Officers and Directors :

     
10.34 +
Description:
Neurocrine Biosciences, Inc. Executive Severance Plan effective February 7, 2025

Reference: Incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

10.35 +
Description: Form of Indemnity Agreement entered into between the Company and its officers and directors

  Reference: Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 1, 2017

10.36 +
Description:
Amended and Restated Employment Agreement effective February 7, 2025 between the Company and Kyle W. Gano, Ph.D.

Reference: Incorporated by reference to Exhibit 10.31 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

10.37 +
Description:
Amended and Restated Employment Agreement effective February 7, 2025 between the Company and Matthew C. Abernethy

Reference: Incorporated by reference to Exhibit 10.32 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

10.38 +
Description:
Amended and Restated Employment Agreement effective February 7, 2025 between the Company and Eric Benevich

Reference: Incorporated by reference to Exhibit 10.33 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

10.39 +
Description: Employment Agreement effective April 2, 2025 between the Company and Sanjay Keswani

10.40 +
Description:
Amended and Restated Employment Agreement effective February 7, 2025 between the Company and Jude Onyia

Reference: Incorporated by reference to Exhibit 10.34 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

10.41 +
Description:
Amended and Restated Employment Agreement effective February 7, 2025 between the Company and Eiry W. Roberts

Reference: Incorporated by reference to Exhibit 10.35 of the Company’s Annual Report on Form 10-K filed on February 10, 2025

105

10.42 +
Description: Amended and Restated Employment Agreement dated May 30, 2025 between the Company and Eiry W. Roberts, M.D.

Reference: Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 30, 2025

10.43 +
Description: Amendment to Amended and Restated Employment Agreement dated November 21, 2025 between the Company and Eiry W. Roberts, M.D.

Reference: Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on November 24, 2025

Agreements Related to Real Property :

     
10.44
Description: Amended and Restated Lease dated November 1, 2011 between the Company and Kilroy Realty, L.P.

  Reference: Incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed on January 18, 2012
     
10.45
Description: First Amendment to Amended and Restated Lease between the Company and Kilroy Realty, L.P., dated June 5, 2017

  Reference: Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2017
     
10.46
Description: Second Amendment to Amended and Restated Lease between the Company and Kilroy Realty, L.P., dated October 12, 2017

  Reference: Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on November 1, 2017
     
10.47
Description: Third Amendment to Amended and Restated Lease between the Company and Kilroy Realty, L.P. dated August 7, 2019

  Reference: Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 4, 2019

10.48
Description: Commercial Lease dated February 8, 2022, by and between the Company and Gemdale Aperture Phase I, LLC

Reference: Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 4, 2022

+ Management contract or compensatory plan or arrangement.

*
Certain information in this exhibit has been omitted pursuant to Item 601 of Regulation S-K.

**
These certifications are being furnished solely to accompany this annual 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.

(c) Financial Statement Schedules. See Item 15(a)(2) above.

106

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)

By: /s/ Kyle W. Gano
Kyle W. Gano
Chief Executive Officer

Date: February 11, 2026

By: /s/ Matthew C. Abernethy

  Matthew C. Abernethy

  Chief Financial Officer

Date: February 11, 2026

107

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kyle W. Gano and Matthew C. Abernethy, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power of authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated as of February 11, 2026:

Signature Title

/s/ Kyle W. Gano
Chief Executive Officer and Director
Kyle W. Gano, Ph.D. (Principal Executive Officer)

/s / Matthew C. Abernethy
Chief Financial Officer
Matthew C. Abernethy (Principal Financial and Accounting Officer)

/s/ William H. Rastetter Chairman of the Board of Directors
William H. Rastetter, Ph.D.  

/s/ Kevin C. Gorman Director
Kevin C. Gorman, Ph.D.

/s/ Gary A. Lyons Director
Gary A. Lyons  

/s/ Johanna Mercier Director
Johanna Mercier

/s/ George J. Morrow Director
George J. Morrow  

/s/ Leslie V. Norwalk Director
Leslie V. Norwalk  

/s/ Christine A. Poon
Director
Christine A. Poon

/s/ Richard F. Pops Director
Richard F. Pops  

/s/ Shalini Sharp Director
Shalini Sharp  

/s/ Stephen A. Sherwin Director
Stephen A. Sherwin, M.D.  

108