Redmile discloses 9.9% Neurogene (NGNE) ownership stake via warrants and shares

Rhea-AI Filing Summary

Neurogene Inc. has a significant institutional holder disclosing a 9.9% stake in its common stock. Redmile Group, LLC and its principal, Jeremy C. Green, report beneficial ownership of 1,557,179 shares, equal to 9.9% of the company’s common stock, including shares that could be issued from pre-funded warrants.

Those warrants are subject to a 9.99% Beneficial Ownership Limitation, which caps how many shares can be issued so their ownership does not exceed that threshold. An affiliated fund, Redmile Biopharma Investments I, L.P., reports beneficial ownership of 749,610 shares, or 4.8% of the class. The reporting persons certify the securities are not held to change or influence control of Neurogene.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

Neurogene Inc.

(Name of Issuer)

Common Stock, $0.000001 par value

(Title of Class of Securities)

64135M105

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 64135M105

1

Names of Reporting Persons

Redmile Group, LLC

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 0.00
6	Shared Voting Power 1,557,179.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,557,179.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,557,179.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: Redmile Group, LLC's beneficial ownership of the Issuer's common stock ("Common Stock") is comprised of 1,459,599 shares of Common Stock owned by certain private investment vehicles managed by Redmile Group, LLC (the "Redmile Clients"), including Redmile Biopharma Investments I, L.P. ("RBI I"). Subject to the Beneficial Ownership Blocker (as defined below), Redmile Group, LLC may also be deemed to beneficially own 160,003 shares of Common Stock issuable upon exercise of certain pre-funded warrants to purchase Common Stock (the "Warrants"). Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrant, and a holder of a Warrant does not have the right to exercise the Warrant held by such holder, to the extent that after giving effect to such issuance after exercise, the holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates), would beneficially own in excess of 9.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issued upon exercise of the Warrant (the "Beneficial Ownership Blocker"). The Beneficial Ownership Limitation may be changed at a holder's election upon 61 days' notice to the Issuer. The 1,557,179 shares of Common Stock reported as beneficially owned by Redmile Group, LLC in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with the footnote below), which includes 97,580 shares of Common Stock that could be issued upon exercise of certain of the Warrants under the Beneficial Ownership Blocker. The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Percentage based on: (i) 15,489,800 shares of Common Stock outstanding as of November 11, 2025, as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2025 filed with the SEC on November 13, 2025 (the "Form 10-Q"); plus (ii) 97,580 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.

SCHEDULE 13G

CUSIP No. 64135M105

1

Names of Reporting Persons

Jeremy C. Green

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 KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,557,179.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,557,179.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,557,179.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Jeremy C. Green's beneficial ownership of Common Stock is comprised of 1,459,599 shares of Common Stock owned by the Redmile Clients, including RBI I. Subject to the Beneficial Ownership Blocker, Mr. Green may also be deemed to beneficially own 160,003 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrant, and a holder of a Warrant does not have the right to exercise the Warrant held by such holder, to the extent that the Beneficial Ownership Blocker applies. The 1,557,179 shares of Common Stock reported as beneficially owned by Mr. Green in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with the footnote below), which includes 97,580 shares of Common Stock that could be issued upon exercise of certain of the Warrants under the Beneficial Ownership Blocker. The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Percentage based on: (i) 15,489,800 shares of Common Stock outstanding as of November 11, 2025, as reported in the Form 10-Q; plus (ii) 97,580 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.

SCHEDULE 13G

CUSIP No. 64135M105

1

Names of Reporting Persons

Redmile Biopharma Investments I, L.P.

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 0.00
6	Shared Voting Power 749,610.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 749,610.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

749,610.00

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)

4.8 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: RBI I's beneficial ownership of Common Stock is comprised of 652,030 shares of Common Stock directly held by RBI I. Subject to the Beneficial Ownership Blocker, RBI I may also be deemed to beneficially own 160,003 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI I. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The shares of Common Stock reported as beneficially owned by RBI I in this Schedule 13G represent the shares of Common Stock held directly by RBI I and the 97,580 shares of Common Stock that could be issued to RBI I upon exercise of certain of the Warrants directly held by RBI I under the Beneficial Ownership Blocker. Percentage based on: (i) 15,489,800 shares of Common Stock outstanding as of November 11, 2025, as reported in the Form 10-Q; plus (ii) 97,580 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI I, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Neurogene Inc.
(b)	Address of issuer's principal executive offices: 535 W 24th Street, 5th Floor, New York, NY 10011
Item 2.
(a)	Name of person filing: Redmile Group, LLC Jeremy C. Green Redmile Biopharma Investments I, L.P.
(b)	Address or principal business office or, if none, residence: Redmile Group, LLC One Letterman Drive Building D, Suite D3-300 The Presidio of San Francisco San Francisco, California 94129 Jeremy C. Green c/o Redmile Group, LLC (NY Office) 45 W. 27th Street, Floor 11 New York, NY 10001 Redmile Biopharma Investments I, L.P. c/o Redmile Group, LLC One Letterman Drive Building D, Suite D3-300 The Presidio of San Francisco San Francisco, California 94129
(c)	Citizenship: Redmile Group, LLC: Delaware Jeremy C. Green: United Kingdom Redmile Biopharma Investments I, L.P.: Delaware
(d)	Title of class of securities: Common Stock, $0.000001 par value
(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: Redmile Group, LLC - 1,557,179 (1) Jeremy C. Green - 1,557,179 (1) Redmile Biopharma Investments I, L.P. - 749,610 (2)
(b)	Percent of class: Redmile Group, LLC - 9.9% (3) Jeremy C. Green - 9.9% (3) Redmile Biopharma Investments I, L.P. - 4.8% (3)
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Redmile Group, LLC - 0 Jeremy C. Green - 0 Redmile Biopharma Investments I, L.P. - 0
	(ii) Shared power to vote or to direct the vote: Redmile Group, LLC - 1,557,179 (1) Jeremy C. Green - 1,557,179 (1) Redmile Biopharma Investments I, L.P. - 749,610 (2)
	(iii) Sole power to dispose or to direct the disposition of: Redmile Group, LLC - 0 Jeremy C. Green - 0 Redmile Biopharma Investments I, L.P. - 0
	(iv) Shared power to dispose or to direct the disposition of: Redmile Group, LLC - 1,557,179 (1) Jeremy C. Green - 1,557,179 (1) Redmile Biopharma Investments I, L.P. - 749,610 (2) (1) Redmile Group, LLC's and Jeremy C. Green's beneficial ownership of the Issuer's Common Stock is comprised of 1,459,599 shares of Common Stock owned by the Redmile Clients, including RBI I. Subject to the Beneficial Ownership Blocker, Redmile Group, LLC and Mr. Green may also be deemed to beneficially own 160,003 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The 1,557,179 shares of Common Stock reported as beneficially owned by Redmile Group, LLC and Mr. Green in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (3) below), which represent the shares of Common Stock held directly by the Redmile Clients and the 97,580 shares of Common Stock that could be issued upon exercise of certain of the Warrants under the Beneficial Ownership Blocker. The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. (2) RBI I's beneficial ownership of Common Stock is comprised of 652,030 shares of Common Stock. Subject to the Beneficial Ownership Blocker, RBI I may also be deemed to beneficially own 160,003 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI I. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The shares of Common Stock reported as beneficially owned by RBI I in this Schedule 13G represent the shares of Common Stock held directly by RBI I and the 97,580 shares of Common Stock that could be issued to RBI I upon exercise of certain of the Warrants directly held by RBI I under the Beneficial Ownership Blocker. (3) Percentage based on: (i) 15,489,800 shares of Common Stock outstanding as of November 11, 2025, as reported in the Form 10-Q; plus (ii) 97,580 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.
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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See the response to Item 4.
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.

Redmile Group, LLC

Signature:	/s/ Jeremy C. Green
Name/Title:	Managing Member
Date:	02/17/2026

Jeremy C. Green

Signature:	/s/ Jeremy C. Green
Name/Title:	Jeremy C. Green
Date:	02/17/2026

Redmile Biopharma Investments I, L.P.

Signature:	/s/ Jeremy C. Green
Name/Title:	Managing Member of Redmile Group, LLC, Managing Member of Redmile Biopharma Investments I (GP), LLC, General Partner of Redmile Biopharma Investments
Date:	02/17/2026

FAQ

What stake in Neurogene Inc. (NGNE) does Redmile Group report?

Redmile Group, LLC and Jeremy C. Green report beneficial ownership of 1,557,179 Neurogene common shares, representing 9.9% of the class. This figure includes some shares that could be issued upon exercise of pre-funded warrants, subject to a 9.99% Beneficial Ownership Limitation.

How many Neurogene (NGNE) shares does Redmile Biopharma Investments I, L.P. own?

Redmile Biopharma Investments I, L.P. reports beneficial ownership of 749,610 Neurogene common shares, equal to 4.8% of the class. This amount includes shares directly held and additional shares that could be issued from warrants under the stated beneficial ownership blocker.

What is the Beneficial Ownership Limitation in the Neurogene (NGNE) warrants?

The Neurogene pre-funded warrants include a 9.99% Beneficial Ownership Limitation. The issuer cannot issue, and a holder cannot exercise, warrants if doing so would push the holder’s beneficial ownership above 9.99% of outstanding common shares immediately after the warrant exercise.

How many Neurogene (NGNE) shares are counted as outstanding for Redmile’s percentages?

Redmile’s ownership percentages are based on 15,489,800 Neurogene common shares outstanding as of November 11, 2025, plus 97,580 shares issuable upon warrant exercise. That warrant amount reflects the maximum issuable under the 9.99% Beneficial Ownership Limitation.

Do the Redmile reporting persons seek control of Neurogene (NGNE)?

The reporting persons certify that the Neurogene securities were not acquired and are not held for the purpose or effect of changing or influencing control of the issuer, and are not held in connection with any transaction having that control-related purpose or effect.

Who are the reporting persons in this Neurogene (NGNE) beneficial ownership disclosure?

The reporting persons are Redmile Group, LLC, its principal Jeremy C. Green, and affiliated fund Redmile Biopharma Investments I, L.P.. Redmile Group acts as investment manager to certain private investment vehicles that collectively hold Neurogene common shares and related warrants.