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NEUROCRINE BIOSCIENCES INC

For the period ended Apr 15, 2026. Filed Apr 15, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 15, 2026 · Filed Apr 15, 2026

NBIX$164.63+3.0%Stored close · as of Nov 6, 2026
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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:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

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):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NEUROCRINE BIOSCIENCES, INC.

6027 Edgewood Bend Court

San Diego, CA 92130

Notice of Annual Meeting of Stockholders

To Be Held on May 27, 2026

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders of Neurocrine Biosciences, Inc., a Delaware corporation (the “Company”), will be held on May 27, 2026, 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 Board of Directors' three nominees for Class III 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 2025 Equity Incentive Plan to increase the aggregate number of shares of common stock reserved for issuance thereunder by 4,000,000 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, 2026; and

  5. To transact such other business as may properly come before the Annual Meeting of Stockholders or any one or more continuations, adjournments or postponements thereof.

Only stockholders of record at the close of business on March 31, 2026 are entitled to receive notice of and to vote at the Annual Meeting of Stockholders.

All stockholders on the record date and their proxyholders 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 15, 2026

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

Meeting to be Held on May 27, 2026 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, 2025 is available without charge upon written request to the Company’s Corporate Secretary at

6027 Edgewood Bend Court, San Diego, California 92130.

TABLE OF CONTENTS

Proxy Summary1Compensation Philosophy and Objectives44
About the Annual Meeting2Overall Compensation Determination Process45
Security Ownership of Certain Beneficial Owners and Management5Components of Executive Compensation48
Our Board of Directors72025 Named Executive Officer Compensation Decisions50
General7Other Features of our Executive Compensation Program55
Director Biographies of Class III Directors Nominated for Reelection at the 2026 Annual Meeting of Stockholders7Officer Equity Ownership Guidelines55
Director Biographies of Class I and Class II Directors not Nominated for Reelection at the 2026 Annual Meeting of Stockholders8Equity Trading Policies and Procedures; Prohibition on Hedging and Pledging;55
The Board of Directors and Corporate Governance Matters11Equity Grant Practices56
General11Compensation Recoupment Policy56
Corporate Governance Best Practices11Tax and Accounting Considerations56
Board of Directors Overview12Risk Analysis of Our Compensation Program57
Board Leadership Structure12Executive Compensation and Other Information58
Board Independence13Summary Compensation Table58
Classified Board Structure13Grants of Plan-Based Awards During 202559
Overboarding Policy13Agreements with Named Executive Officers Effective During Fiscal Year 202559
Director Refreshment13Executive Severance Plan61
Board and Committee Meetings During 202514Outstanding Equity Awards at Fiscal Year-End62
Information About Board Committees14Option Exercises and Stock Vested During the Year63
Compensation Committee Interlocks and Insider Participation15Potential Payments upon Termination or Change-in-Control64
Director Nomination Process15CEO Pay Ratio65
Board Self-Assessment15Item 402(v) Pay Versus Performance66
Board Education16Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information69
Identification and Evaluation of Nominees for Director16Directors Compensation Summary70
Proxy Access16Non-Employee Director Compensation Philosophy70
Process for Stockholder Communications with the Board of Directors16Non-Employee Director Compensation for 202570
Role of Board in Risk Oversight17Director Compensation Table71
Corporate Responsibility17Non-Employee Director Compensation for 202671
Risk Assessment Concerning Compensation Practices and Policies17Non-Employee Director Equity Ownership Guidelines72
Role of Board in Succession Planning17Additional Information72
Policy Regarding Board Member Attendance at the Company's Annual Meeting17Related Person Transactions72
Report of the Audit Committee18Other Matters72
Principal Accountant Fees and Services19Additional Information72
Compensation Committee Report20Special Note Regarding Forward-Looking Statements73
Proposal One: Election of Directors21Appendix A - 2025 Equity Incentive Plan
Proposal Two: Advisory Vote on Compensation Paid to the Company's Named Executive Officers23
Proposal Three: Approval of an Amendment to the Company's 2025 Equity Incentive Plan24
Equity Compensation Plans36
Proposal Four: Ratification of Appointment of Independent Registered Public Accounting Firm37
Executive Officers38
Compensation Discussion and Analysis40
Executive Summary40
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.