Neurogene (NGNE) CFO’s 2,558-share sale tied to mandatory RSU tax withholding

Rhea-AI Filing Summary

Neurogene Inc. President and CFO Christine Mikail Cvijic reported an open-market sale of 2,558 shares of common stock on March 26, 2026 at a weighted average price of $21.6247 per share. According to the disclosure, this sale was mandatory and executed by the company solely to cover her tax withholding obligation arising from the partial vesting of a Restricted Stock Unit (RSU) award, with no election made by her.

After this transaction, she directly holds 103,240 shares, which include multiple unvested RSU grants: 10,635 RSUs granted on March 13, 2024 that vest on March 13, 2027; 13,533 RSUs granted on March 26, 2025 that vest in equal annual installments on March 26, 2027 and March 26, 2028; and 22,000 RSUs granted on February 20, 2026 that vest in equal annual installments on February 20, 2027, February 20, 2028 and February 20, 2029. Of the remaining shares, 19,200 are held jointly with her spouse.

Insights

Equity compensation analyst

Small, mandatory tax-cover sale tied to RSU vesting; routine event.

The transaction shows Neurogene’s President and CFO had 2,558 shares sold at a weighted average of $21.6247 per share. Footnotes clarify the company automatically sold these shares to satisfy her tax withholding responsibility from an RSU vesting, without any trading decision by her.

This makes the transaction more of a mechanical payroll-like event than a discretionary sale. She retains 103,240 shares after the sale and significant unvested RSU grants—10,635, 13,533, and 22,000 units vesting through 2029—plus 19,200 shares held jointly with her spouse. The filing therefore suggests continued substantial equity exposure rather than a meaningful reduction in her stake.

Insider Trade Summary 10b5-1

Net Seller: 2,558 shares ($55,316)

Net Sell 1 txn

Insider Cvijic Christine Mikail

Role President and CFO

Sold 2,558 shs ($55K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,558	$21.6247	$55K

Holdings After Transaction: Common Stock — 103,240 shares (Direct)

Footnotes (1)

1. On March 26, 2026, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.10 to $21.91, 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, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Includes (a) 10,635 restricted stock units granted on March 13, 2024 that will vest on March 13, 2027; (b) 13,533 restricted stock units granted on March 26, 2025, which will vest annually in equal installments on 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.

Key Figures

Shares sold: 2,558 shares Weighted average sale price: $21.6247 per share Shares held after transaction: 103,240 shares +4 more

7 metrics

Shares sold 2,558 shares Open-market sale on March 26, 2026

Weighted average sale price $21.6247 per share Multiple trades between $21.10 and $21.91

Shares held after transaction 103,240 shares Post-transaction direct holdings

RSU grant 2024 10,635 RSUs Granted March 13, 2024, vesting March 13, 2027

RSU grant 2025 13,533 RSUs Granted March 26, 2025, vesting in 2027 and 2028

RSU grant 2026 22,000 RSUs Granted February 20, 2026, vesting 2027–2029

Jointly held shares 19,200 shares Held jointly with spouse

Key Terms

Restricted Stock Unit, weighted average price, tax withholding responsibility, vesting, +1 more

5 terms

Restricted Stock Unit financial

"a Restricted Stock Unit ("RSU") held by the Reporting Person vested in part"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

weighted average price financial

"The price reported is a weighted average price. These shares were sold in multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

tax withholding responsibility financial

"necessary to cover the Reporting Person's tax withholding responsibility created by the vesting event"

vesting financial

"shares issuable on vesting of the RSU are reported as shares held"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

unvested RSU grants financial

"Includes (a) 10,635 restricted stock units granted on March 13, 2024 that will vest"

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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 NEW YORK 10011

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

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

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

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

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	03/26/2026		S(1)		2,558	D	$21.6247(2)	103,240	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 26, 2026, 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 $21.10 to $21.91, 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, 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) 13,533 restricted stock units granted on March 26, 2025, which will vest annually in equal installments on 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.

Remarks:

	/s/ Donna M. Cochener as attorney-in-fact for Christine Mikail Cvijic	03/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Neurogene (NGNE) executive Christine Mikail Cvijic report in this Form 4?

She reported an open-market sale of 2,558 Neurogene common shares at a weighted average price of $21.6247. Footnotes state the sale was mandatory, executed by the company to cover taxes triggered by a Restricted Stock Unit vesting event, not a discretionary trade.

Why were Neurogene (NGNE) shares sold for Christine Mikail Cvijic on March 26, 2026?

The sale covered tax withholding from a partially vested Restricted Stock Unit held by her. The RSU award agreement requires Neurogene to sell enough shares to satisfy her tax obligation, with no election made by her, making this a mechanical compliance transaction.

How many Neurogene (NGNE) shares does the CFO hold after the reported sale?

After selling 2,558 shares, she holds 103,240 Neurogene common shares. This figure includes her remaining stock and RSU-based holdings, with 19,200 of the shares held jointly with her spouse, indicating continued substantial equity exposure to the company.

What RSU grants for Neurogene (NGNE) does Christine Mikail Cvijic currently have outstanding?

She holds 10,635 RSUs granted March 13, 2024 vesting March 13, 2027; 13,533 RSUs granted March 26, 2025 vesting in 2027 and 2028; and 22,000 RSUs granted February 20, 2026 vesting annually from 2027 through 2029, subject to each grant’s vesting conditions.

Is the Neurogene (NGNE) Form 4 sale a discretionary insider sale or a tax-related transaction?

It is described as a tax-related transaction. The filing explains Neurogene was required under the RSU agreement to sell a sufficient number of shares to cover her tax withholding from RSU vesting, and the sales reported relate exclusively to that mandatory process.

At what prices were the Neurogene (NGNE) shares sold in this Form 4 transaction?

The weighted average sale price was $21.6247 per share. Footnotes state the shares were sold in multiple trades at prices ranging from $21.10 to $21.91, and the reporting person can provide full trade breakdowns upon request to the company, shareholders, or regulators.