RSU tax sale: Neurogene (NGNE) CMO disposes 828 shares

Rhea-AI Filing Summary

Neurogene Inc. Chief Medical Officer Julie Jordan reported an open-market sale of 828 shares of Common Stock at a weighted average price of $21.8932 per share. According to the disclosure, this sale was mandatory and executed solely to cover tax withholding arising from a partially vested restricted stock unit (RSU).

After this transaction, Jordan reports holding 12,472 shares, including 5,600 RSUs that vest in equal annual installments on March 26, 2027 and March 26, 2028, and 4,900 RSUs that vest in equal annual installments on February 20, 2027, February 20, 2028 and February 20, 2029, all subject to continued service.

Insider Trade Summary 10b5-1

Net Seller: 828 shares ($18,128)

Net Sell 1 txn

Insider Jordan Julie

Role Chief Medical Officer

Sold 828 shs ($18K)

Type	Security	Shares	Price	Value
Sale	Common Stock	828	$21.8932	$18K

Holdings After Transaction: Common Stock — 12,472 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 $21.68 to $22.19, 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. Consist of (a) 5,600 restricted stock units, which vest annually in equal installments on March 26, 2027 and March 26, 2028; and (b) 4,900 restricted stock units which 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.

Key Figures

Shares sold: 828 shares Weighted average sale price: $21.8932 per share Shares held after transaction: 12,472 shares +3 more

6 metrics

Shares sold 828 shares Open-market sale on March 26, 2026

Weighted average sale price $21.8932 per share Multiple transactions between $21.68 and $22.19

Shares held after transaction 12,472 shares Post-sale holdings reported by Julie Jordan

RSUs vesting March 2027-2028 5,600 RSUs Vest in equal annual installments on March 26, 2027 and 2028

RSUs vesting Feb 2027-2029 4,900 RSUs Vest in equal annual installments Feb 20, 2027-2029

Sale price range $21.68–$22.19 per share Prices for individual sale transactions

Key Terms

Restricted Stock Unit ("RSU"), weighted average price, tax withholding responsibility, vesting event, +1 more

5 terms

Restricted Stock Unit ("RSU") financial

"On March 26, 2026, a Restricted Stock Unit ("RSU") held by the Reporting Person vested in part."

weighted average price financial

"The price reported is a weighted average price."

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

"sell a number of shares necessary to cover the Reporting Person's tax withholding responsibility created by the vesting event"

vesting event financial

"tax withholding responsibility created by the vesting event"

equal installments financial

"which vest annually in equal installments on March 26, 2027 and March 26, 2028"

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^*

Jordan Julie

(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)
	Chief Medical Officer

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(1)		S		828	D	$21.8932(2)	12,472(3)	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. 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 $21.68 to $22.19, 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. Consist of (a) 5,600 restricted stock units, which vest annually in equal installments on March 26, 2027 and March 26, 2028; and (b) 4,900 restricted stock units which 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 Julie Jordan	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)