Director at Neurogene (NGNE) granted 12,050 non-qualified stock options

Rhea-AI Filing Summary

Neurogene Inc. director Robert Baffi received a grant of 12,050 non-qualified stock options on February 20, 2026. The options have a $0.00 exercise price and vest in equal 1/12 installments each month from March 20, 2026 through February 20, 2027, contingent on continued service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BAFFI ROBERT

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Non-Qualified Stock Option (right to buy)	12,050	$0.00	--

Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 12,050 shares (Direct)

Footnotes (1)

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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).

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^*

BAFFI ROBERT

(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 Robert Baffi	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 Robert Baffi?

Neurogene reported that director Robert Baffi received a grant of 12,050 non-qualified stock options. The award was made on February 20, 2026 and represents a form of equity-based compensation rather than an open-market stock purchase or sale.

What type of security was granted to Robert Baffi at Neurogene (NGNE)?

Robert Baffi was granted a non-qualified stock option, giving him the right to buy Neurogene shares. Non-qualified options are a common director compensation tool and differ from incentive stock options in tax treatment and eligibility under U.S. tax rules.

How many Neurogene (NGNE) stock options did Robert Baffi receive?

Robert Baffi received 12,050 stock options from Neurogene. These options were reported as a single derivative transaction on the Form 4 and represent his total option holdings following the grant, according to the filing data provided.

What is the vesting schedule for Robert Baffi’s Neurogene (NGNE) options?

The option vests in 12 equal monthly installments. Vesting begins on March 20, 2026 and continues each month until fully vested on February 20, 2027, provided that Baffi continues to provide service to Neurogene on each vesting date.

Did Robert Baffi buy or sell Neurogene (NGNE) shares in this Form 4?

The Form 4 shows an acquisition of stock options, not a share purchase or sale. It reports a grant of 12,050 non-qualified stock options as compensation, with no open-market buying or selling of Neurogene common stock indicated in the provided data.

Is the Neurogene (NGNE) option grant to Robert Baffi direct or indirect ownership?

The option grant is reported as directly owned by Robert Baffi. The filing classifies the ownership type as direct, and there is no footnote indicating holdings through a trust, LLC, partnership, or other indirect investment vehicle.