Neurogene (NGNE) grants 12,050 non-qualified stock options to director Palekar

Rhea-AI Filing Summary

PALEKAR ROHAN reported acquisition or exercise transactions in this Form 4 filing.

Neurogene Inc. director Rohan Palekar received a grant of 12,050 non-qualified stock options on February 20, 2026. These options give him the right to buy Neurogene shares if and when they vest.

The award vests in equal monthly installments over one year, with 1/12 of the options vesting each month starting March 20, 2026 and becoming fully vested by February 20, 2027, as long as he continues providing service to the company on each vesting date.

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^*

PALEKAR ROHAN

(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 Rohan Palekar	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 insider transaction did Neurogene (NGNE) report for Rohan Palekar?

Neurogene reported that director Rohan Palekar received a grant of 12,050 non-qualified stock options on February 20, 2026. This is an equity award, not an open-market stock purchase or sale, and increases his potential future ownership in Neurogene.

How many Neurogene (NGNE) stock options were granted to Rohan Palekar?

Rohan Palekar was granted 12,050 non-qualified stock options in Neurogene. Each option represents the right to buy one share of Neurogene stock if the option vests and is exercised, aligning his potential upside with the company’s future performance.

What is the vesting schedule for Rohan Palekar’s Neurogene (NGNE) stock options?

The options vest in monthly installments over one year. Specifically, 1/12 of the total options vest each month beginning March 20, 2026, with full vesting on February 20, 2027, provided he continues to serve Neurogene on each vesting date.

Is Rohan Palekar’s Neurogene (NGNE) option grant tied to continued service?

Yes, vesting of the 12,050 stock options depends on ongoing service. Each monthly vesting installment from March 20, 2026 through February 20, 2027 is conditioned on Rohan Palekar’s continued provision of service to Neurogene on the relevant vesting date.

Does the Form 4 for Neurogene (NGNE) show a stock purchase or sale by Rohan Palekar?

The Form 4 reports an acquisition of stock options, not a market trade. It records a grant of 12,050 non-qualified options to director Rohan Palekar as compensation, with no open-market buying or selling of Neurogene common shares disclosed.

What type of equity award did Neurogene (NGNE) give director Rohan Palekar?

Neurogene granted non-qualified stock options to director Rohan Palekar. This derivative award gives him the right to buy 12,050 Neurogene shares if the options vest and he chooses to exercise them, linking his potential gains to the company’s share performance.