Results of Operations and Financial Condition. On July 30, 2026, Neurocrine Biosciences, Inc. announced its financial results for the second quarter ended June 30, 2026. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 1…

The filing pertains to the approval of an equity plan amendment at the annual meeting.

Regulation FD Disclosure. On May 18, 2026, the Company issued a press release announcing the closing of the Merger, a copy of which is attached as Exhibit 99.1 to this Report and incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section and will not be incorp…

Entry into a Material Definitive Agreement. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On May 14, 2026 (the “ Closing Date ”), the Company entered into a credit agreement (the “ Credit Agreement ”) with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacities, the “ Agent ”), and the lenders party thereto. The Credit Agreement provides for a five-year, $1.0 billion senior secured revolving credit facility (the “ Revolving Credit F…

The Offer and related withdrawal rights expired as scheduled at one minute following 11:59 p.m. Eastern time on May 15, 2026 (such date and time, the “ Expiration Date ”). Purchaser was advised by Equiniti Trust Company, LLC, the depositary for the Offer, that as of the Expiration Date, a total of 46,356,114 Soleno Shares had been validly tendered (and not validly withdrawn) pursuant to the Offer, representing approximately 88.9% of the issued and outstanding Soleno Shares as of the Expiratio…

Results of Operations and Financial Condition. On May 5, 2026, Neurocrine Biosciences, Inc. announced its financial results for the first quarter ended March 31, 2026. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18…

or Exhibit 99.1 and Exhibit 99.2. Forward-Looking Statements This Report contains forward-looking statements that involve risks and uncertainties relating to future events and the future performance of each of Soleno and Neurocrine, including statements relating to the ability to complete and the timing of completion of the transactions contemplated by the Merger Agreement, including the anticipated occurrence, manner and timing of the proposed Offer; the parties’ ability to satisfy the condi…

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On April 5, 2026, Neurocrine Biosciences, Inc., a Delaware corporation (“ Neurocrine ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among Neurocrine, Sigma Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Neurocrine (“ Purchaser ”), and Soleno Therapeutics, Inc., a Delaware corporation (“ Soleno ”). Pursuant to the Merger Agreement, and upon the terms and subje…

Results of Operations and Financial Condition. On February 11, 2026, Neurocrine Biosciences, Inc. announced its financial results for the fourth quarter and fiscal year ended December 31, 2025. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” f…

Chief Medical Officer — Eiry W. Roberts: The filing discloses the extension of a transition period for the outgoing Chief Medical Officer who has already been succeeded by a named successor, indicating an orderly succession rather than a sudden loss.

Results of Operations and Financial Condition. On October 28, 2025, Neurocrine Biosciences, Inc. announced its financial results for the third quarter ended September 30, 2025. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Se…

Results of Operations and Financial Condition. On July 30, 2025, Neurocrine Biosciences, Inc. announced its financial results for the second quarter ended June 30, 2025. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 1…

Chief Medical Officer — Eiry W. Roberts: The Chief Medical Officer is transitioning to a strategic advisory role with a named successor, indicating an orderly succession rather than a sudden loss of executive leadership.

The filing discloses the approval of equity incentive plans and an ESPP amendment, which are compensatory arrangements rather than a change in management personnel.

Results of Operations and Financial Condition. On May 5, 2025, Neurocrine Biosciences, Inc. announced its financial results for the first quarter ended March 31, 2025. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18…

Chief Medical Officer — Eiry W. Roberts, M.D.: The Chief Medical Officer is retiring after seven years with a named successor and an agreed transition plan, representing an orderly succession rather than a sudden loss.

Results of Operations and Financial Condition. On February 6, 2025, Neurocrine Biosciences, Inc. announced its financial results for the fourth quarter and fiscal year ended December 31, 2024. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” fo…

Regulation FD Disclosure. On January 27, 2025, the Company issued a press release announcing its entry into the Restated License Agreement with Takeda. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Pursuant to the Restated License Agreement and upon the successful development and commercialization of osavampator, the Company expects tiered based royalties payable to Takeda to be in the mid-to-upper teens in the United States and low double-digits…

Entry into a Material Definitive Agreement. On January 24, 2025, Neurocrine Biosciences, Inc. (“Neurocrine Biosciences” or the “Company”) entered into an Amended and Restated Exclusive License Agreement (the “Restated License Agreement”), which amends and restates in its entirety the Exclusive License Agreement with Takeda Pharmaceutical Company Limited (“Takeda”), dated as of June 12, 2020 (the “Original License Agreement”). Pursuant to the Restated License Agreement, among other things, the…

Other Events On October 31, 2024, Neurocrine Biosciences, Inc. (“Neurocrine Biosciences” or the “Company”) entered into an accelerated share repurchase (“ASR”) transaction under an agreement (the “ASR Agreement”) with Goldman Sachs & Co. LLC (“GS&Co.”), to repurchase an aggregate of $300.00 million (the “Repurchase Price”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The ASR transaction is being completed pursuant to a previously announced $300.00…

Results of Operations and Financial Condition. On October 30, 2024, Neurocrine Biosciences, Inc. announced its financial results for the third quarter ended September 30, 2024. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Se…

CEO — Kyle Gano, Ph.D.: The filing details the formalization of Kyle Gano's promotion to President and CEO, which is a succession event rather than a loss of an executive.

Other Events. On August 28, 2024, Neurocrine announced positive top-line data for its Phase 2 clinical study of NBI-1117568 (“NBI-’568”) in adults with schizophrenia. NBI-’568 is the first investigational, oral, muscarinic M4 selective agonist in development for the treatment of schizophrenia. The NBI-’568-SCZ2028 dose-finding study met its primary endpoint for the once-daily 20 mg dose. It demonstrated a clinically meaningful and statistically significant reduction from baseline in the Posit…

Results of Operations and Financial Condition. On August 1, 2024, Neurocrine Biosciences, Inc. announced its financial results for the second quarter ended June 30, 2024. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section…