NEUROCRINE BIOSCIENCES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:

Neurocrine Biosciences, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NEUROCRINE BIOSCIENCES, INC.

6027 Edgewood Bend Court

San Diego, CA 92130

Notice of Annual Meeting of Stockholders

To Be Held on May 22, 2024

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Neurocrine Biosciences, Inc., a Delaware corporation (the “Company”), will be held on May 22, 2024, at 10:30 a.m., local time, at the Company’s corporate offices located at 6027 Edgewood Bend Court, San Diego, California 92130, for the following purposes as more fully described in the Proxy Statement accompanying this Notice:

1. The election of the four nominees for Class I directors named herein to the Board of Directors to serve for a term of three years;

2. An advisory vote on the compensation paid to the Company’s named executive officers;

3. To approve an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 3,635,000 shares;

4. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and

5. To transact such other business as may properly come before the Annual Meeting of Stockholders or any continuation, adjournment or postponement thereof.

Only stockholders of record at the close of business on March 25, 2024 are entitled to receive notice of and to vote at the Annual Meeting of Stockholders.

All stockholders are invited to attend the Annual Meeting of Stockholders in person. However, we strongly urge our stockholders not to attend the Annual Meeting in person and to instead submit proxy votes. Our Annual Meeting will be purely functional in format to comply with the relevant legal requirements. There will be no presentations or exhibitions. No refreshments will be provided. Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to submit your proxy or voting instructions as soon as possible to vote your shares. You may vote over the Internet, as well as by telephone or by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in these proxy materials. Stockholders attending the Annual Meeting may vote in person even if they have returned a proxy. If you hold shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from such firm, bank or other nominee to vote your shares.

By Order of the Board of Directors,

Darin Lippoldt

Chief Legal Officer and Corporate Secretary

San Diego, California

April 10, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’

Meeting to be Held on May 22, 2024 at 10:30 a.m. Local Time at

6027 Edgewood Bend Court, San Diego, California 92130.

The Proxy Statement and Annual Report to stockholders are available at

www.proxyvote.com. Please have the control number on your proxy card available.

A copy of the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2023 is available without charge upon written request to the Company’s Corporate Secretary at

12780 El Camino Real, San Diego, California 92130.

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