Neurogene (NGNE) director receives grant of 12,050 non-qualified options

Rhea-AI Filing Summary

Neurogene Inc. director Sarah B. Noonberg received a grant of non-qualified stock options for 12,050 shares at an exercise price of $0.00 per share. The option vests in equal monthly installments of 1/12 from March 20, 2026 until fully vested on February 20, 2027, conditioned on continued service.

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

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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).

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^*

Noonberg Sarah B.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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

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
Non-Qualified Stock Option (right to buy)	$17.64	02/20/2026		A		12,050		(1)	02/20/2036	Common Stock	12,050	$0	12,050	D

Explanation of Responses:

1. The option vests as to 1/12 of the total shares monthly beginning March 20, 2026 until the option is fully vested on February 20, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Remarks:

	/s/ Donna M. Cochener, as attorney-in-fact for Sarah B. Noonberg	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Neurogene (NGNE) disclose in this Form 4 filing?

Neurogene reported that director Sarah B. Noonberg received a grant of 12,050 non-qualified stock options. These derivative securities give her the right to buy Neurogene shares, subject to vesting over time and continued service with the company.

How many Neurogene (NGNE) options were granted to Sarah B. Noonberg?

Sarah B. Noonberg was granted 12,050 non-qualified stock options. The filing shows all 12,050 options as beneficially owned following the transaction, reflecting this new award rather than a purchase or sale of already outstanding common shares.

What is the exercise price of Sarah B. Noonberg’s Neurogene (NGNE) options?

The Form 4 states an exercise price of $0.00 per share for the 12,050 non-qualified stock options. This indicates the options were granted without a cash exercise cost, functioning as an equity-based compensation award rather than a market-price purchase.

What is the vesting schedule for the Neurogene (NGNE) options granted?

The option vests as to 1/12 of the shares monthly, beginning on March 20, 2026. Vesting continues each month until the award is fully vested on February 20, 2027, provided Sarah B. Noonberg continues to provide service on each vesting date.

Is the Neurogene (NGNE) option grant to Sarah B. Noonberg direct or indirect ownership?

The Form 4 classifies the 12,050 non-qualified stock options as direct ownership. The ownership code is listed as “D,” and there are no footnotes indicating that the options are held through a separate entity, trust, or other indirect structure.

Does this Neurogene (NGNE) Form 4 reflect a stock purchase or sale?

The filing shows a grant/award acquisition of non-qualified options, coded as an “A” transaction. It does not report an open-market buy or sell of Neurogene common stock, but rather an equity compensation award subject to future vesting.