Neurogene (NGNE) director receives stock option grant for 15,400 shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Neurogene Inc. director Woods Keith received a stock option grant to acquire 15,400 shares of common stock at an exercise price of $32.30 per share. The option was granted as a compensation award and vests in equal monthly installments through January 16, 2027, conditioned on continued service. Following this grant, Woods holds 15,400 stock options expiring on January 16, 2034.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Woods Keith

Role null

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	15,400	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 15,400 shares (Direct, null)

Footnotes (1)

[object Object]

Key Figures

Options granted: 15,400 options Exercise price: $32.30 per share Expiration date: January 16, 2034 +3 more

6 metrics

Options granted 15,400 options Stock Option (Right to Buy) grant to director Woods Keith

Exercise price $32.30 per share Exercise price of stock options granted on January 16, 2024

Expiration date January 16, 2034 Option term end for Woods Keith’s stock option grant

Underlying shares 15,400 shares Common stock underlying the granted stock options

Vesting period end January 16, 2027 Options vest in equal monthly installments through this date

Post-grant option holdings 15,400 options Total stock options held directly by Woods Keith after grant

Key Terms

Stock Option (Right to Buy), Grant, award, or other acquisition, vests in equal monthly installments, exercise price

4 terms

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)""

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

vests in equal monthly installments financial

"vests in equal monthly installments through January 16, 2027"

exercise price financial

"conversion_or_exercise_price: "32.3000""

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/16/2026 - 05:32 PM Accepted by SEC EDGAR 06/16/2026 - 05:32 PM

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^*

Woods Keith

(Last)

(First)

(Middle)

C/O NEUROGENE INC.

535 W 24TH ST, 5TH FLOOR

(Street)

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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2024

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)
01/18/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$32.3	01/16/2024		A		15,400		⁽¹⁾	01/16/2034	Common Stock	15,400	$0	15,400	D

Explanation of Responses:

1. This option represents the right to purchase 15,400 shares of common stock of the Issuer, and vests in equal monthly installments through January 16, 2027, subject to the reporting person's continued service to the Issuer through each applicable vesting date.

Remarks:

This Form 4 was originally filed on January 18, 2024 using the incorrect CIK number for the Reporting Person and is being refiled under the correct CIK number. This filing amends and replaces the original filing in its entirety.

	/s/ Donna M. Cochener, Attorney-in-Fact for Keith Woods	06/15/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Neurogene Inc. (NGNE) report for Woods Keith?

Neurogene Inc. reported a grant of stock options to director Woods Keith. He received options for 15,400 shares of common stock as a compensation award, providing the right to buy shares at a fixed exercise price if vesting conditions are met.

How many Neurogene (NGNE) shares are covered by Woods Keith’s stock option grant?

The stock option grant to Woods Keith covers 15,400 underlying shares of Neurogene common stock. These options give him the right to purchase that number of shares if they vest and are exercised under the terms of the award.

What is the exercise price and expiration date of Woods Keith’s Neurogene (NGNE) options?

Woods Keith’s stock options have an exercise price of $32.30 per share and expire on January 16, 2034. He can exercise vested portions any time before expiration, subject to the plan and award terms.

How do Woods Keith’s Neurogene (NGNE) options vest over time?

The options granted to Woods Keith vest in equal monthly installments through January 16, 2027. Vesting is conditioned on his continued service to Neurogene, meaning he must remain in service at each vesting date to receive those installments.

Is Woods Keith’s Neurogene (NGNE) Form 4/A transaction a purchase or a grant?

The Form 4/A reflects a grant, not an open-market purchase. The transaction is coded as an award acquisition of stock options, meaning the company granted options to Woods as compensation rather than him buying shares in the market.

How many stock options does Woods Keith hold in Neurogene (NGNE) after this grant?

After this transaction, Woods Keith holds 15,400 Neurogene stock options directly. This total corresponds to the newly granted options, which may become exercisable over time as they vest through January 16, 2027.