[SCHEDULE 13G/A] Neurogene Inc. Amended Passive Investment Disclosure
Neurogene stake held by Trails Edge at 4.5%
Neurogene Inc. received an updated ownership report from Trails Edge Capital Partners, LP, Trails Edge Biotechnology Master Fund, LP, and Ortav Yehudai.
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Neurogene Inc. received an updated ownership report from Trails Edge Capital Partners, LP, Trails Edge Biotechnology Master Fund, LP, and Ortav Yehudai. As of June 30, 2026, the filers may be deemed to beneficially own 714,885 shares of Neurogene common stock, all held directly by Trails Edge Biotechnology.
This position represents 4.5% of the outstanding shares, based on 15,801,901 shares reported outstanding as of May 8, 2026. Each filer reports sole voting and dispositive power over the 714,885 shares and indicates ownership of 5 percent or less of this class.
Key Figures
Beneficial ownership:714,885 sharesOwnership percentage:4.5%Shares outstanding baseline:15,801,901 shares+2 more
5 metrics
Beneficial ownership714,885 sharesShares of Neurogene common stock beneficially owned as of June 30, 2026
Ownership percentage4.5%Percentage of Neurogene common stock class beneficially owned by each filer
Shares outstanding baseline15,801,901 sharesNeurogene common shares issued and outstanding as of May 8, 2026
Sole voting power714,885 sharesShares over which filers report sole power to vote or direct the vote
Sole dispositive power714,885 sharesShares over which filers report sole power to dispose or direct disposition
Key Terms
beneficially own, investment manager, sole voting power, sole dispositive power, +1 more
5 terms
beneficially ownfinancial
"each Filer may be deemed to beneficially own an aggregate of 714,885 shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
investment managerfinancial
"Trails Edge Capital is the investment manager to Trails Edge Biotechnology"
sole voting powerfinancial
"Sole Voting Power 714,885.00 6 | Shared Voting Power 0.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
sole dispositive powerfinancial
"Sole Dispositive Power 714,885.00 8 | Shared Dispositive Power 0.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
joint filing agreementregulatory
"Exhibit 1 - Joint Filing Agreement, dated as of December 15, 2025"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Neurogene Inc. (NGNE) does Trails Edge currently report owning?
Trails Edge and associated filer Ortav Yehudai report beneficial ownership of 4.5% of Neurogene’s common stock. This is based on 714,885 shares versus 15,801,901 shares outstanding as of May 8, 2026.
How many Neurogene (NGNE) shares are beneficially owned by the Trails Edge filers?
The filers may be deemed to beneficially own 714,885 shares of Neurogene common stock. All of these shares are held directly by Trails Edge Biotechnology Master Fund, LP, with Trails Edge Capital acting as investment manager.
What is the reference share count used to calculate Trails Edge’s 4.5% NGNE stake?
The 4.5% ownership is calculated using 15,801,901 shares of Neurogene common stock outstanding. This outstanding share figure is taken as of May 8, 2026, from Neurogene’s Quarterly Report on Form 10-Q.
Who are the filers reporting the Neurogene (NGNE) ownership position?
The filers are Trails Edge Capital Partners, LP, Trails Edge Biotechnology Master Fund, LP, and Ortav Yehudai. Trails Edge Capital is the investment manager to Trails Edge Biotechnology, and Yehudai is Trails Edge Capital’s Chief Investment Officer.
Do the Trails Edge filers report sole or shared voting power over their NGNE shares?
The filers report sole voting and dispositive power over 714,885 shares and no shared voting or dispositive power. This means decisions to vote or dispose of these shares rest solely with the filers’ structure described.
Does this filing indicate the Trails Edge position in Neurogene (NGNE) is under 5%?
Yes. The filers state beneficial ownership of 4.5% of Neurogene’s common stock and complete the section for ownership of 5 percent or less of the class, confirming their stake is below that threshold.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Neurogene Inc.
(Name of Issuer)
Common Stock, $0.000001 par value per share
(Title of Class of Securities)
64135M105
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
64135M105
1
Names of Reporting Persons
Trails Edge Capital Partners, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
714,885.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
714,885.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
714,885.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.5 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: See Item 4 for additional information.
SCHEDULE 13G
CUSIP Number(s):
64135M105
1
Names of Reporting Persons
Trails Edge Biotechnology Master Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
714,885.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
714,885.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
714,885.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: See Item 4 for additional information.
SCHEDULE 13G
CUSIP Number(s):
64135M105
1
Names of Reporting Persons
Ortav Yehudai
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
714,885.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
714,885.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
714,885.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.5 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: See Item 4 for additional information.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Neurogene Inc.
(b)
Address of issuer's principal executive offices:
535 W 24th St., 5th Floor, New York, NY, 10011
Item 2.
(a)
Name of person filing:
This report on Schedule 13G/A (as amended, this "Schedule 13G") is being filed by Trails Edge Capital Partners, LP, a Delaware limited partnership ("Trails Edge Capital"), Trails Edge Biotechnology Master Fund, LP, a Cayman Islands limited partnership ("Trails Edge Biotechnology"), and Ortav Yehudai ("Mr. Yehudai"). Trails Edge Capital is the investment manager to Trails Edge Biotechnology, and Mr. Yehudai is the Chief Investment Officer of Trails Edge Capital. Each of Trails Edge Capital, Trails Edge Biotechnology and Mr. Yehudai are referred to individually as a "Filer" and collectively as the "Filers".
(b)
Address or principal business office or, if none, residence:
The address for each Filer is 3455 Peachtree Road NE, 5th Floor, Atlanta, GA 30326.
(c)
Citizenship:
See Item 4 of the cover page of each Filer.
(d)
Title of class of securities:
Common Stock, $0.000001 par value per share
(e)
CUSIP No.:
64135M105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of June 30, 2026 (the "Event Date"), each Filer may be deemed to beneficially own an aggregate of 714,885 shares of Common Stock, par value $0.000001 per share (the "Shares"), of Neurogene Inc. (the "Issuer"). The 714,885 Shares reported as beneficially owned on this Schedule 13G by each Filer consists of 714,885 Shares held directly by Trails Edge Biotechnology. As a result, Trails Edge Biotechnology beneficially owns 4.5% of the outstanding Shares of the Issuer as of the Event Date. Trails Edge Capital, as the investment manager to Trails Edge Biotechnology, may be deemed to beneficially own these securities. Mr. Yehudai, as the Chief Investment Officer of Trails Edge Capital, exercises voting and investment discretion with respect to these securities and as such may be deemed to beneficially own 4.5% of the outstanding Shares of the Issuer as of the Event Date.
Ownership percentages are based on 15,801,901 Shares reported as issued and outstanding as of May 8, 2026 in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2026.
(b)
Percent of class:
4.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
714,885.00
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
714,885.00
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Trails Edge Capital Partners, LP
Signature:
/s/ Trails Edge Capital Partners, LLC, GP of Trails Edge Capital Partners, LP /s/ Ortav Yehudai
Name/Title:
Ortav Yehudai / Chief Investment Officer of Trails Edge Capital Partners, LLC
Date:
08/14/2026
Trails Edge Biotechnology Master Fund, LP
Signature:
/s/ Trails Edge GP, LLC, GP of Trails Edge Biotechnology Fund GP, LP, GP of Trails Edge Biotechnology Master Fund, LP /s/ Ortav Yehudai
Exhibit 1 - Joint Filing Agreement, dated as of December 15, 2025, by and between Trails Edge Capital Partners, LP, Trails Edge Biotechnology Master Fund, LP and Ortav Yehudai (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on December 15, 2025).
