Neurogene (NGNE) CEO McMinn logs small, tax-related sale after RSU vesting

Rhea-AI Filing Summary

Neurogene Inc. director and CEO Rachel McMinn reported an automatic sale of common stock tied to RSU vesting. On March 26, 2026, 3,352 shares of Neurogene common stock were sold at a weighted average price of $22.0749 per share to cover tax withholding from a partially vested Restricted Stock Unit award. The award agreement required the company to sell enough shares to satisfy tax obligations, with no election by McMinn, making this a mechanistic tax-related sale rather than a discretionary open-market trade. After the transaction, she directly held 1,344,307 shares of common stock, along with additional restricted stock units scheduled to vest between February 2027 and February 2029.

Insights

Equity compensation analyst

CEO sale is a routine, tax-driven RSU vesting event, not a discretionary stock trade.

The transaction shows Rachel McMinn, CEO of Neurogene Inc., selling 3,352 common shares at a weighted average of $22.0749 per share. Footnotes state this sale was mandated by the RSU award agreement to cover tax withholding when the RSU vested in part on March 26, 2026.

Because the company, under the agreement, sells the necessary shares with no election by McMinn, this is a standard tax-settlement mechanism rather than a discretionary open-market sale. The relatively small number of shares sold compared with her post-transaction holding of 1,344,307 shares indicates her equity exposure remains largely intact.

Footnotes also note remaining unvested RSUs, including 15,933 units vesting in equal annual installments on March 23, 2027 and March 23, 2028, and 25,900 units vesting annually from February 20, 2027 through February 20, 2029. These awards continue to tie a portion of her compensation to Neurogene’s future share performance.

Insider Trade Summary 10b5-1

Net Seller: 3,352 shares ($73,995)

Net Sell 1 txn

Insider McMinn Rachel

Role Chief Executive Officer

Sold 3,352 shs ($74K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,352	$22.0749	$74K

Holdings After Transaction: Common Stock — 1,344,307 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 $21.67to $22.50, 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) 15,933 restricted stock units that vest annually in equal installments on March 23, 2027 and March 23, 2028; and (b) 25,900 restricted stock units that vest annually in equal installments on February 20, 2027, February 20, 2028 and February 20, 2029.

Key Figures

Shares sold: 3,352 shares Weighted average sale price: $22.0749 per share Post-transaction holdings: 1,344,307 shares +3 more

6 metrics

Shares sold 3,352 shares Open-market sale on March 26, 2026

Weighted average sale price $22.0749 per share Tax-related RSU vesting sale

Post-transaction holdings 1,344,307 shares Common stock held directly after sale

RSUs vesting March 2027–2028 15,933 units Vest annually on March 23, 2027 and 2028

RSUs vesting 2027–2029 25,900 units Vest annually on February 20, 2027–2029

Price range of sales $21.67–$22.50 per share Multiple transactions within this range

Key Terms

Restricted Stock Unit, weighted average price, tax withholding responsibility, vest annually in equal installments, +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."

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

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

vest annually in equal installments financial

"restricted stock units that vest annually in equal installments on March 23, 2027 and March 23, 2028"

multiple transactions financial

"These shares were sold in multiple transactions at prices ranging from $21.67 to $22.50"

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^*

McMinn Rachel

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		3,352(2)	D	$22.0749	1,344,307(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 $21.67to $22.50, 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) 15,933 restricted stock units that vest annually in equal installments on March 23, 2027 and March 23, 2028; and (b) 25,900 restricted stock units that vest annually in equal installments on February 20, 2027, February 20, 2028 and February 20, 2029.

Remarks:

	/s/ Donna M. Cochener, as attorney-in-fact for Rachel McMinn	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 insider transaction did Neurogene (NGNE) report for CEO Rachel McMinn?

Neurogene reported that CEO Rachel McMinn sold 3,352 shares of common stock. The sale occurred on March 26, 2026 at a weighted average price of $22.0749 per share and was tied to a Restricted Stock Unit vesting event rather than a discretionary trade.

Why did Neurogene (NGNE) CEO Rachel McMinn sell 3,352 shares?

The 3,352 shares were sold automatically to cover tax withholding from a partially vested Restricted Stock Unit award. The RSU agreement requires Neurogene to sell enough shares to satisfy McMinn’s tax obligations, with no election made by her regarding whether or how many shares to sell.

At what price were the Neurogene (NGNE) shares sold in this Form 4 filing?

The filing reports a weighted average sale price of $22.0749 per share. Footnotes explain that the 3,352 shares were sold in multiple transactions at prices ranging from $21.67 to $22.50, and detailed trade breakdowns are available from the company or the reporting person on request.

How many Neurogene (NGNE) shares does CEO Rachel McMinn hold after this transaction?

After the tax-related sale of 3,352 shares, Rachel McMinn directly holds 1,344,307 shares of Neurogene common stock. This indicates the reported sale represents only a small portion of her total direct equity position in the company following the vesting event.

What Restricted Stock Units (RSUs) remain outstanding for Neurogene (NGNE) CEO Rachel McMinn?

Footnotes state that McMinn’s holdings include 15,933 RSUs vesting in equal annual installments on March 23, 2027 and March 23, 2028, and 25,900 RSUs vesting annually on February 20 from 2027 through 2029. These unvested RSUs provide additional future equity-based compensation.