Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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

(Print or Type Responses)

1. Name and Address of Reporting Person * McMinn Rachel 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 (Last) (First) (Middle) C/O NEUROGENE INC., 535 W 24TH STREET, 5TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/20/2026 (Street) NEW YORK, NY 10011 4. If Amendment, Date 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 (City) (State) (Zip) 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 02/20/2026 A 25,900(1) A $ 0 1,347,659(2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities (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 of Derivative Security: 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

Stock Option (Right to Buy)

$17.64

02/20/2026

A

155,100

(3)

02/20/2036

Common Stock

155,100

$ 0

155,100

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McMinn Rachel C/O NEUROGENE INC. 535 W 24TH STREET, 5TH FLOOR NEW YORK, NY 10011	X		Chief Executive Officer

Signatures

/s/ Donna M. Cochener, as attorney-in-fact for Rachel McMinn		02/24/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Consist of 25,900 restricted stock units, which will vest in three equal annual installments beginning on the first anniversary of the grant date, subject to the Reporting Person's continued provision of services to the Issuer on each vesting date.
(2)	Includes (a) 23,900 restricted stock units granted on March 26, 2025, which will vest annually in equal installments on March 26, 2026, March 26, 2027 and March 26, 2028; and (b) 25,900 restricted stock units granted on February 20, 2029, which will vest annually in equal installments on February 20, 2027, February 20, 2028 and February 20, 2029. Due to an administrative error, the amount reported in Column 5 on the Reporting Person's Form 4 filed on March 28, 2025 was understated by the 47,500 shares reported as purchased by the Reporting Person on the Reporting Person's Form 4 filed on November 25, 2024. This Form 4 reflects the correct amount of common stock beneficially owned by the Reporting Person.
(3)	This option represents the right to purchase 155,100 shares of the Issuer's common stock, one quarter of which will vest on the first anniversary of the grant date with the remaining three quarters vesting in equal monthly installments through the fourth anniversary of the grant date, subject to the Reporting Person's continued provision of service to the Issuer on each vesting date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.