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Stock-Based Compensation
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
In March 2025, the Company’s board of directors approved the Neurogene Inc. 2025 Inducement Plan, which reserves for issuance up to 500,000 shares of the Company’s common stock underlying inducement awards.
In connection with the reverse merger, the Company stockholders approved the 2023 Equity Incentive Plan (the “2023 EIP”) on December 13, 2023 and Board of Directors ratified the 2023 EIP on December 18, 2023. The 2023 EIP provides for the grant of stock options, restricted stock, restricted stock units (“RSUs”) and other stock-based awards, any of which may be performance-based, and for incentive bonuses, which may be paid in cash, Company common stock or a combination thereof.
The number of shares reserved for issuance under the 2023 EIP is equal to 3,344,857 shares of the Company’s common stock. The 2023 EIP provides that the number of shares reserved and available for issuance under the 2023 EIP will automatically increase on January 1 of each year beginning in 2024 and ending with a final increase on January 1, 2033 in an amount equal to 4% of the total number of shares of common stock outstanding on such date, or to a lesser amount determined by the Compensation Committee of the Board of Directors. On January 1, 2025, the number of shares of common stock reserved under the 2023 EIP was increased by 594,189 shares. Following approval of the amendment to the 2023 EIP by the stockholders at the Annual Meeting in June 2025, starting January 1, 2026, the number of shares reserved and available for issuance under the 2023 EIP will automatically increase in an amount equal to 4% of the total number of shares of common stock outstanding on such date, including shares of common stock issuable on exercise of outstanding pre-funded warrants and conversion of outstanding preferred stock, if any.
As of December 31, 2025, 1,993,472 shares of the Company’s common stock were outstanding under the 2023 EIP.
As of December 31, 2025, 105,945 shares of the Company’s common stock were outstanding under the 2025 inducement plan.
In connection with the reverse merger, the Company assumed all of the options outstanding under the Neurogene OpCo 2018 Equity Incentive Plan. All of the stock options outstanding under the 2018 Stock Incentive Plan at the time of the Closing of the reverse merger were adjusted to the number of shares and exercise price to reflect the Exchange Ratio. As of December 31, 2025, 461,050 shares of the Company’s common stock were outstanding under the Neurogene OpCo 2018 Equity Incentive Plan and no further grants will be made under the Neurogene OpCo 2018 Equity Incentive Plan.
In connection with the reverse merger, the Company assumed all of the options outstanding under the Neoleukin 2014 Equity Incentive Plan. As of December 31, 2025, 36,568 shares of the Company’s common stock were outstanding under the Neoleukin 2014 Equity Incentive Plan and no further grants will be made under the Neoleukin 2014 Equity Incentive Plan.
The Company measures stock-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company recorded stock-based compensation expense in the following expense categories in its accompanying consolidated statements of operations (in thousands):
Year Ended
December 31,
20252024
Research and development expenses$6,473 $4,508 
General and administrative expenses7,710 3,812 
Total expense$14,183 $8,320 
The following table summarizes the option activity:
Number
of
shares		Weighted
average
exercise price
per share
Weighted average remaining contractual term (years)
Outstanding at December 31, 20241,387,556 $28.62 7.80
Granted926,726 $17.13 
Exercised(20,735)$12.70 
Expired/Forfeited(204,997)$30.55 
Outstanding at December 31, 20252,088,550 $23.49 7.91
Exercisable at December 31, 2025832,243 $25.11 6.56
As of December 31, 2025, the aggregate intrinsic value of outstanding options and exercisable options was approximately $6.1 million and $2.9 million, respectively. The aggregate intrinsic value of options exercised was approximately $0.2 million for the year ended December 31, 2025.
The weighted-average grant date fair value of options granted was $13.45 and $26.95 per share for the years ended December 31, 2025 and 2024, respectively. The Company recorded stock-based compensation related to stock options of approximately $8.5 million and $6.2 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the total unrecognized compensation expense related to unvested stock option awards was approximately $19.3 million, which the Company expects to recognize over a weighted-average period of 2.54 years.
The following table summarizes information about the outstanding and exercisable options at December 31, 2025 (in thousands, except share and per share amounts):
Options OutstandingOptions Exercisable
Exercise Price RangeNumber OutstandingWeighted Average Remaining ContractualWeighted Average Exercise PriceIntrinsic ValueNumber ExercisableWeighted Average Remaining ContractualWeighted average Exercise PriceIntrinsic Value
$5.82 - $20.00
1,106,6177.98$15.07 $6,116 314,7645.11$11.58 $2,841 
$20.01 - $30.00
273,2987.16$22.89 $29 155,6966.21$22.88 $16 
$30.01 - $40.00
627,1408.02$35.02 $— 305,1997.94$34.89 $— 
$40.01 - $256.80
81,4958.30$51.09 $— 56,5848.12$53.85 $— 
The fair value of each option was estimated on the date of grant using the weighted average assumptions in the table below:
Year Ended
December 31,
20252024
Expected volatility
83.58%-98.06%
86.39%-92.61%
Risk-free interest rate
3.72%-4.42%
3.43%-4.60%
Expected life (in years)
5.26-6.95
5.50-6.15
Expected dividend yield— — 
Restricted Stock Units
A summary of the Company’s restricted stock unit (“RSU”) activity and related information for the year ended December 31, 2025 is as follows:
RSUsNumber of SharesWeighted Average Grant Date Fair Value
Unvested at December 31, 2024222,530 $36.06 
Restricted stock units granted135,205 $16.14 
Restricted stock units vested(73,158)$36.06 
Restricted stock units forfeited(28,216)$30.52 
Unvested at December 31, 2025256,361 $26.16 
The Company recorded stock-based compensation expense related to RSUs of approximately $2.9 million and $2.2 million for the year ended December 31, 2025 and 2024, respectively. As of December 31, 2025, there was approximately $4.3 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a remaining weighted average vesting period of approximately 1.56 years.
Performance Stock Units
A summary of the Company’s performance stock unit (“PSU”) activity and related information for the year ended December 31, 2025 is as follows:
PSUsNumber of SharesWeighted Average Grant Date Fair Value
Unvested at December 31, 2024252,124 $36.06 
Performance stock units granted— $— 
Performance stock units vested— $— 
Performance stock units forfeited— $— 
Unvested at December 31, 2025252,124 $36.06 
The PSUs were granted with vesting in two equal tranches based on certain performance conditions. Each PSU entitles the holder to receive one share of the Company's common stock when the PSU vests. Stock-based compensation expense for PSUs will be recognized when it is probable that the performance conditions will be achieved. As of December 31, 2025, the performance conditions underlying the first tranche of 126,062 PSUs were achieved for the first milestone and are currently considered probable to vest. The Company recorded stock-based compensation expense related to PSUs of approximately $2.7 million for the year ended December 31, 2025. There was no expense recognized for 2024. As of December 31, 2025, the second tranche of 126,062 PSUs were not deemed probable of achievement and are not currently considered probable to vest. As of December 31, 2025, there was approximately $6.3 million of unrecognized compensation cost related to PSUs.
Employee Stock Purchase Plan
In connection with the reverse merger, the Company stockholders approved the 2023 Employee Stock Purchase Plan (the “2023 ESPP”) on December 13, 2023 and Board of Directors ratified the 2023 ESPP on December 18, 2023. The 2023 ESPP provides that the number of shares reserved and available for issuance under the 2023 ESPP will automatically increase on January 1 of each year beginning in 2025 and ending with a final increase on January 1, 2033 in an amount equal to 1% of the total number of shares of common stock outstanding on such date, or to a lesser amount determined by the Compensation Committee of the Board of Directors. On January 1, 2025, the number of shares of common stock reserved under the 2023 ESPP was increased by 148,547 shares. Following approval of the amendment to the 2023 ESPP by the stockholders at the Annual Meeting in June 2025, starting January 1, 2026, the number of shares reserved and available for issuance under the 2023 ESPP will automatically increase in an amount equal to 1% of the total number of shares of common stock outstanding on such date, including shares of common stock issuable on exercise of outstanding pre-funded warrants and conversion of outstanding preferred stock, if any. A total of 321,770 shares of common stock have been reserved for issuance under the 2023 ESPP.
Subject to share and dollar limits as described in the plan, the 2023 ESPP allows eligible employees to contribute, through payroll deductions, up to 15% of their earnings for the purchase of the Company’s shares of common stock at the lower of 85% of the closing price of the Company’s common stock on the first trading day of the offering period or 85% of the closing price of the Company’s common stock on the last trading day of the offering period. As of December 31, 2025, 8,682 shares have been issued under the 2023 ESPP.