Neurogene (NGNE) director receives non-qualified stock options for 12,050 shares

Rhea-AI Filing Summary

Neurogene Inc. director Woods Keith reported receiving a grant of non-qualified stock options covering 12,050 shares of Neurogene common stock. This is classified as an acquisition of derivative securities as a grant or award, rather than an open-market purchase or sale.

According to the disclosure, the option vests in equal monthly installments of 1/12 of the total shares beginning on March 20, 2026, and will be fully vested by February 20, 2027. Vesting is conditioned on Keith continuing to provide services to Neurogene on each vesting date, meaning the award is tied to ongoing service over this roughly one-year period.

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^*

Woods Keith

(Last) (First) (Middle)

C/O NEUROGENE INC.

535 W 24TH ST, 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, Attorney-in-Fact for Keith Woods	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 (NGNE) director Woods Keith report?

Neurogene director Woods Keith reported an acquisition of derivative securities, specifically a grant of non-qualified stock options for 12,050 shares. The filing classifies this as a grant or award, not an open-market trade, and it increases his direct derivative holdings in the company.

How many Neurogene (NGNE) shares are covered by the new stock option grant?

The reported non-qualified stock option grant covers 12,050 shares of Neurogene common stock. These options are held directly by Woods Keith and represent potential future share ownership, subject to the vesting schedule and his continued service to the company through the vesting period.

What is the vesting schedule for Woods Keith’s Neurogene (NGNE) stock options?

The option vests as to 1/12 of the 12,050 shares each month, starting March 20, 2026. Vesting continues monthly until February 20, 2027, when the award is fully vested, provided Woods Keith continues to serve Neurogene on each monthly vesting date.

Is the Neurogene (NGNE) option grant to Woods Keith an open-market purchase?

No, the transaction is not an open-market purchase. It is categorized as a non-qualified stock option grant, described as a grant, award, or other acquisition. The options were awarded with no reported per-share purchase price shown in the transaction details.

Does Woods Keith hold the Neurogene (NGNE) options directly or indirectly?

The filing labels the ownership of the non-qualified stock option as direct. There is no footnote indicating any trust, partnership, or other entity, so the 12,050-option award is reported as directly held by Woods Keith following this transaction.

What conditions apply to vesting of the Neurogene (NGNE) option grant?

Vesting is explicitly conditioned on continued service. The footnote states the option vests monthly only if Woods Keith continues providing service to Neurogene on each vesting date, linking the award to ongoing involvement with the company until February 20, 2027.