Neurogene Inc. (NGNE) CSO awarded 16,500 restricted stock units

Rhea-AI Filing Summary

Neurogene Inc. reported that Chief Scientific Officer Cobb Stuart acquired 16,500 shares of common stock in the form of restricted stock units. These units were granted at no cash cost and will vest in three equal annual installments starting on February 20, 2027, contingent on continued service.

After this grant, Stuart holds 37,294 restricted stock units in total, reflecting multiple prior awards. According to the footnotes, these earlier grants vest annually from March 13, 2025 through March 13, 2027 and from March 26, 2026 through March 26, 2028, with the new grant vesting through February 20, 2029.

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^*

Cobb Stuart

(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)
	Chief Scientific Officer

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
Common Stock	02/20/2026		A		16,500(1)	A	$0	37,294(2)	D

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. Consist of 16,500 restricted stock units, which will vest in three equal annual installments beginning on the first anniversary of the grant date, subject to the Reporting Person's continued provision of services to the Issuer on each vesting date.

2. Consist of (a) 13,594 restricted stock units remaining from a grant of 20,391 restricted stock units granted on March 13, 2024, which vests annually in equal installments on March 13, 2025, March 13, 2026 and March 13, 2027; (b) 7,200 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) 16,500 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, in each case subject to the Reporting Person's continued provision of services to the Issuer on each vesting date.

Remarks:

	/s/ Donna M Cochener, as attorney-in-fact for Stuart Cobb	02/24/2026
	** 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 Inc. (NGNE) disclose for Cobb Stuart?

Neurogene Inc. reported that Chief Scientific Officer Cobb Stuart received a grant of 16,500 restricted stock units. The award was made at no cash cost and represents stock-based compensation that will vest over time, contingent on his continued service with the company.

How will Cobb Stuart’s new 16,500 Neurogene (NGNE) RSUs vest?

The 16,500 restricted stock units granted to Cobb Stuart will vest in three equal annual installments beginning on February 20, 2027. Each installment requires his continued provision of services to Neurogene Inc. on the relevant vesting date, aligning the award with multi-year retention incentives.

How many Neurogene Inc. (NGNE) restricted stock units does Cobb Stuart now hold?

Following the February 20, 2026 grant, Cobb Stuart holds 37,294 restricted stock units in total. This balance combines remaining units from a March 13, 2024 grant, units from a March 26, 2025 grant, and the new 16,500-unit award granted on February 20, 2026.

What are the vesting schedules for Cobb Stuart’s earlier Neurogene (NGNE) RSU grants?

Earlier RSU grants to Cobb Stuart vest annually on specific dates. Remaining units from a March 13, 2024 grant vest on March 13, 2025, 2026, and 2027. Units from a March 26, 2025 grant vest on March 26, 2026, 2027, and 2028, subject to continued service.

Did Cobb Stuart pay cash for the 16,500 Neurogene Inc. (NGNE) RSUs?

The 16,500 restricted stock units were granted at a price of $0.0000 per share, indicating no cash payment by Cobb Stuart. This structure is typical for equity compensation awards, where value depends on future stock price and satisfaction of vesting conditions.

Is Cobb Stuart’s ownership in Neurogene Inc. (NGNE) direct or indirect?

The filing classifies Cobb Stuart’s ownership as direct, with no separate entity or trust listed for the reported restricted stock units. The Form 4 shows the nature of ownership as direct, meaning the RSUs are attributed personally to him rather than to an affiliated entity.