Neurogene Inc.

(a) Entry Into a Material Contract

On August 11 2025, we entered into the Sales Agreement with Leerink, pursuant to which we may offer and sell, from time to time through Leerink, shares of our common stock having an aggregate offering price of up to $150.0 million (the “Shares”).

The offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-286057) we filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2025 and declared effective by the SEC on April 4, 2025, as supplemented by a prospectus supplement dated August 11, 2025 and to be filed with the SEC pursuant to Rule 424(b) under the Securities Act.

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Pursuant to the Sales Agreement, Leerink may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act, including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Global Market, at market prices or as otherwise agreed with Leerink. Leerink will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon our instructions, including any price or size limits or other customary parameters or conditions we may impose.

We are not obligated to make any sales of the Shares under the Sales Agreement. We and Leerink each have the right, by giving written notice as specified in the Sales Agreement, to terminate the Sales Agreement in each party’s sole discretion at any time.

We will pay Leerink a commission rate of up to 3.0% of the aggregate gross proceeds from each sale of Shares and have agreed to provide Leerink with customary indemnification and contribution rights. We will also reimburse Leerink for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. The opinion of the Company’s counsel regarding the validity of the Shares that will be issued pursuant to the Sales Agreement is also filed herewith as Exhibit 5.1.

This Quarterly Report on Form 10-Q shall not constitute an offer to sell or the solicitation of an offer to buy our common stock discussed herein, nor shall there be any offer, solicitation, or sale of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

(c)Trading Plans

During the quarter ended June 30, 2025, no director or officer (as defined in Section 16 of the Exchange Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) as amended (the “Rule”), or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.

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