Neurogene (NGNE) CSO sells 6,797 shares under 10b5-1 plan

Rhea-AI Filing Summary

Neurogene Inc. Chief Scientific Officer Stuart Cobb reported selling 6,797 shares of common stock in three open-market transactions on March 13, 2026. The sales occurred at prices reported as weighted averages of $20.41, $21.34, and $22.08, with detailed ranges noted in the disclosure.

The filing states these trades were made under a pre-arranged Rule 10b5-1 trading plan adopted on February 6, 2025. After these transactions, Cobb directly holds 30,497 shares, which include restricted stock units scheduled to vest between 2026 and 2029, subject to continued service.

Insights

Equity compensation and insider-trading analyst

CSO conducts modest, pre-planned stock sale and retains sizable equity stake.

Chief Scientific Officer Stuart Cobb sold 6,797 Neurogene common shares on March 13, 2026 across three open-market transactions. Reported weighted-average prices were $20.41, $21.34, and $22.08, with specified intra-day trading ranges for each block.

The disclosure notes all sales were executed under a Rule 10b5-1 trading plan adopted on February 6, 2025, indicating they were pre-scheduled rather than opportunistic. Following the sales, Cobb holds 30,497 shares, including restricted stock units vesting from 2026 through 2029, so his remaining exposure to Neurogene equity remains significant relative to the shares sold.

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^*

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)
03/13/2026

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	03/13/2026		S(1)		3,991	D	$20.41(2)	33,303(3)	D
Common Stock	03/13/2026		S(1)		2,658	D	$21.34(4)	30,645(3)	D
Common Stock	03/13/2026		S(1)		148	D	$22.08(5)	30,497(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. The transactions reported on this Form 4 were effected pursuant to a 10b5-1 plan adopted by the reporting person on February 6, 2025.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.94 to $20.93, 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 (the "SEC"), 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) 6,797 restricted stock units granted on March 13, 2025, which will vest on March 13, 2027; (b) 7,200 restricted stock units granted on March 23, 2025, which will vest annually in equal installments on March 23, 2026, March 23, 2027 and March 23, 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.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.97 to $21.96, inclusive. The reporting person undertakes to provide the Company, any securityholder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.97 to $22.16, inclsuive. The reporting person undertakes to provide Neurogene Inc. the Company, any securityholder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Donna M Cochener, as attorney-in-fact for Stuart Cobb	03/17/2026
	** 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.
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FAQ

What insider transaction did Neurogene (NGNE) report for Stuart Cobb?

Neurogene reported that Chief Scientific Officer Stuart Cobb sold 6,797 shares of common stock on March 13, 2026. The transactions were open-market sales executed in three blocks at weighted-average prices between about $20 and $22 per share.

At what prices did Neurogene (NGNE) CSO Stuart Cobb sell his shares?

Stuart Cobb’s reported weighted-average sale prices were $20.41, $21.34, and $22.08 per share. Footnotes state the underlying trades occurred in ranges from $19.94 to $22.16, with the company offering to provide full price-breakdown details on request.

Was the Neurogene (NGNE) insider sale by Stuart Cobb under a 10b5-1 plan?

Yes. The filing states the March 13, 2026 transactions were effected under a Rule 10b5-1 trading plan adopted on February 6, 2025. Such plans pre-schedule trades, reducing the significance of short-term market timing decisions by the insider.

How many Neurogene (NGNE) shares does Stuart Cobb hold after the sale?

After the reported transactions, Chief Scientific Officer Stuart Cobb directly holds 30,497 shares of Neurogene equity. This figure includes restricted stock units that are scheduled to vest between 2026 and 2029, contingent on his continued service with the company.

How large is Stuart Cobb’s Neurogene (NGNE) stock sale compared with his position?

Cobb sold 6,797 shares and ended with direct holdings of 30,497 shares, according to the disclosure. This indicates he retained a substantially larger equity position than the number of shares sold in these open-market transactions on March 13, 2026.

What do the weighted-average price footnotes mean in Neurogene (NGNE) CSO’s Form 4?

The filing notes each reported price is a weighted average across multiple trades in a price range. For example, one block spans $19.94–$20.93. Neurogene and the insider agree to provide exact share counts at each price point upon request.