Tax-driven share sale by Neurogene (NGNE) president and CFO disclosed

Rhea-AI Filing Summary

Neurogene Inc. President and CFO Christine Mikail Cvijic reported automatic sales of common stock tied to a restricted stock unit (RSU) vesting. On March 13, 2026, a total of 4,045 shares of Neurogene common stock were sold in three open-market transactions at weighted average prices of $20.4224, $21.2451, and $22.0195 per share.

According to the disclosure, these sales were executed under the RSU award agreement, which requires the company to sell enough shares to cover the executive’s tax withholding obligations from the March 12, 2025 vesting event, with no election by the executive. After the sales, Cvijic directly owned 105,798 common shares, in addition to multiple unvested RSU awards scheduled to vest between 2026 and 2029.

Insights

Insider trading and equity compensation analyst

Small, tax-driven insider sale linked to RSU vesting; routine event.

The transactions involve 4,045 Neurogene common shares sold by President and CFO Christine Mikail Cvijic on March 13, 2026. All are coded as open-market sales at weighted average prices between $19.92 and $22.075 per share.

A key footnote states the RSU award agreement obligates the company to sell enough shares to cover her tax withholding from a March 12, 2025 vesting, with no election by her. That makes this a mechanistic, tax-driven sale rather than a discretionary portfolio move.

After these sales, she directly holds 105,798 shares plus several unvested RSU grants scheduled to vest from 2026 through 2029. Given the modest size relative to her remaining position and the mandatory nature, this looks like a routine compensation-related transaction with limited signaling value.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cvijic Christine Mikail

(Last) (First) (Middle)

C/O NEUROGENE INC.

535 W 24TH STREET, 5TH FLOOR

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Neurogene Inc. [ NGNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/13/2026		S(1)		2,387	D	$20.4224(2)	107,456	D(3)
Common Stock	03/13/2026		S(1)		1,395	D	$21.2451(4)	106,061	D(3)
Common Stock	03/13/2026		S(1)		263	D	$22.0195(5)	105,798	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On March 12, 2025, a Restricted Stock Unit (RSU) held by the Reporting Person vested in part. The shares issuable on vesting of the RSU are reported as shares held by the Reporting Person. The award agreement for the RSU provides that the Registrant shall sell a number of shares necessary to cover the Reporting Person's tax withholding responsibility created by the vesting event, with no election made by the Reporting Person. The sales reported on this Form 4 relate exclusively to this mandatory sale upon vesting of the RSU.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.92 to $20.87, inclusive. The reporting person undertakes to provide Neurogene Inc. (the "Company"), any securityholder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Includes (a) 10,635 restricted stock units granted on March 13, 2024 that will vest on March 13, 2027; (b) 20,300 restricted stock units granted on March 26, 2025, which will vest annually in equal installments on March 26, 2026, March 26, 2027 and March 26, 2028; and (c) 22,000 restricted stock units granted on February 20, 2026, which will vest annually in equal installments on February 20, 2027, February 20, 2028 and February 20, 2029. Of the remaining shares, 19,200 are held jointly by the reporting person and her spouse, David Cvijic.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.92 to $21.91, inclusive. The reporting person undertakes to provide the Company, any securityholder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.92 to $22.075, inclusive. The reporting person undertakes to provide the Company, any securityholder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Donna M. Cochener as attorney-in-fact for Christine Mikail Cvijic	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Neurogene (NGNE) report for its President and CFO?

Neurogene reported that President and CFO Christine Mikail Cvijic sold 4,045 common shares. The sales occurred on March 13, 2026 in three open-market trades at weighted average prices between $19.92 and $22.075 per share, as part of a tax-related arrangement.

Why did Christine Mikail Cvijic sell Neurogene (NGNE) shares in this Form 4 filing?

The sales were made to cover tax withholding from an RSU vesting. A March 12, 2025 restricted stock unit vested in part, and the award requires Neurogene to sell enough shares to satisfy her tax obligations, with no election by her.

How many Neurogene (NGNE) shares does the President and CFO hold after the reported sales?

After the reported transactions, Christine Mikail Cvijic directly owns 105,798 Neurogene common shares. In addition, she holds several unvested RSU awards that are scheduled to vest in annual installments between 2026 and 2029, increasing her potential future equity stake.

At what prices were the Neurogene (NGNE) shares sold in the latest insider Form 4?

The 4,045 Neurogene shares were sold at weighted average prices of $20.4224, $21.2451, and $22.0195. Footnotes explain each average reflects multiple trades within narrower ranges from $19.92 up to $22.075 per share on March 13, 2026.

Does the Neurogene (NGNE) Form 4 indicate discretionary selling by the President and CFO?

The filing indicates these sales were not discretionary. Footnotes state the RSU agreement obligates Neurogene to sell shares to cover Christine Mikail Cvijic’s tax withholding from a vesting event, with no election made by her regarding these specific sales.

What future equity compensation does Neurogene’s (NGNE) President and CFO have outstanding?

The filing notes several unvested RSU grants for Christine Mikail Cvijic. These include awards granted in 2024, 2025, and 2026, scheduled to vest on dates from March 13, 2027 through February 20, 2029, subject to the original award terms.