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Long Term Debt | 12 Months Ended
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May 31, 2026
Debt Disclosure [Abstract] |
Long Term Debt | 8. Long-Term Debt The Company’s long-term debt consists of the following:
|  | May 31, 2026 |  |  | May 31, 2025 |
Term Loan |  | $ | 405.0 |  |  | $ | 450.0 |
Senior Notes |  |  | 346.5 |  |  |  | 350.0 |
Revolver Facility |  |  | 48.5 |  |  |  | 100.0 |
Finance Lease |  |  | — |  |  |  | 2.4 |
Total debt and finance lease |  |  | 800.0 |  |  |  | 902.4 |
Less: Current portion |  |  | — |  |  |  | (19.3 | )
Total non-current debt |  |  | 800.0 |  |  |  | 883.1 |
Less: Unamortized debt issuance costs |  |  | (6.3 | ) |  |  | (8.3 | )
Total non-current debt, net |  | $ | 793.7 |  |  | $ | 874.8 |
Credit Facilities On June 30, 2022, Neogen Food Safety Corporation entered into a credit agreement consisting of a five-year senior secured term loan facility (“term loan facility”) in the amount of $650.0 million and a five-year senior secured revolving facility (“revolving facility”) in the amount of $150.0 million to fund the acquisition of 3M's Food Safety Division ("the FSD transaction"). In fiscal year 2023, the Company made $100.0 million in prepayments on the term loan facility. During fiscal year 2026, the Company repaid $51.5 million of outstanding principal under its Revolving Credit Facility, made $45.0 million of prepayments on its Term Loan, and repurchased $3.5 million of Senior Notes through open-market transactions. The Term Loan prepayments resulted in an extinguishment loss of $0.4 million related to unamortized debt issuance costs. In April 2025, Neogen Food Safety Corporation entered into the Amendment No. 1 and Refinancing Amendment to Credit Agreement (the “Refinancing Amendment”), which amended the existing credit agreement, dated June 30, 2022. The Refinancing Amendment, among other things, provides for (i) a new tranche of senior secured term loans in an aggregate principal amount of $450.0 million (the “2025 Term Loans”) and (ii) a revolving credit facility in an aggregate principal amount of $250.0 million (collectively, the “Credit Facilities”), against which $100.0 million has been drawn (the “2025 Revolving Facility”). The 2025 Term Loans will mature on April 4, 2030. The 2025 Revolving Facility will terminate on the earlier of April 4, 2030, or the date on which the revolving commitments under the 2025 Revolving Facility are terminated. The Refinancing Amendment lowered the spread on the term loan and revolver facility borrowings from 2.35% to 1.75% based on a net leverage ratio being greater than 3.0 to 1.0. The Refinancing Amendment reduced the syndicate of lenders for the 2025 Term Loans, which resulted in an accounting for debt extinguishment for seven lenders and resulted in an extinguishment loss of $1.9 million. For the remaining existing lenders, the Refinancing Amendment was accounted for as a debt modification. As a result of the Refinancing Amendment, the Company incurred total debt financing fees of $2.8 million, of which $2.0 million has been deferred and amortized over the contractual life of the loans to interest expense using the straight line rate method and $0.8 million has been recorded to general and administrative expenses. The Credit Facilities bear interest based on term SOFR plus an applicable margin which ranges between 137.5 to 175 basis points, determined for each interest period and paid monthly. During the twelve months ended May 31, 2026, the interest rates ranged from 5.37% to 6.10% per annum. The Company has a $250.0 million revolving credit facility, against which $48.5 million has been drawn, with any amount outstanding to be repaid on or before the termination date of the revolving commitments. As of May 31, 2026 and May 31, 2025, the Company incurred $3.5 million and $1.0 million of interest expense related to the drawn revolving credit facility. In fiscal year 2025, debt issuance costs of $1.0 million were incurred related to the 2025 revolving facility. As part of the Refinancing Amendment, $0.4 million was recorded as an extinguishment cost, which reduced the outstanding debt issuance costs. Collectively, these outstanding debt issuance costs are being amortized as interest expense in the consolidated statements of operations over the contractual life of the revolving facility using the straight line method. Amortization of the deferred debt issuance costs for the revolving facility was $0.3 million and $0.5 million during the twelve months ended May 31, 2026 and 2025, respectively. As of May 31, 2026 and May 31, 2025, the Company had $1.3 million and $1.7 million, respectively, of unamortized debt issuance costs. The Company must pay an annual commitment fee ranging from 0.15% and 0.25% on the unused portion of the revolving facility, paid quarterly. As of May 31, 2026, the commitment fee was 0.25%. During the twelve months ended May 31, 2026 and 2025, $0.5 million was recorded in each year as interest expense in the consolidated statements of operations. There was $0.1 million accrued interest on the term loan as of May 31, 2026 and May 31, 2025, respectively. In fiscal year 2025, the Company incurred additional debt issuance costs of $1.0 million related to the Refinancing Amendment. As part of the Refinancing Amendment, $1.6 million was recorded as an extinguishment cost, which reduced the outstanding debt issuance costs. Collectively, these outstanding debt issuance costs are being amortized over the contractual life of the loan to interest expense using the straight-line method. The amortization of deferred debt issuance costs of $0.8 million and interest expense of $24.1 million (excluding swap expense of $0.3 million) for the term loan was included in the consolidated statements of operations during the twelve months ended May 31, 2026. The amortization of deferred debt issuance costs of $1.9 million and interest expense of $38.1 million (excluding swap credit of $1.5 million) for the term loan was included in the consolidated statements of operations during the twelve months ended May 31, 2025. As of May 31, 2026 and May 31, 2025, the Company had $2.9 million and $4.1 million, respectively, of unamortized debt issuance costs. Financial covenants include maintaining specified levels of funded debt to EBITDA, and debt service coverage. As of May 31, 2026, the Company was in compliance with its debt covenants. Senior Notes On July 20, 2022, Neogen Food Safety Corporation closed on an offering of $350.0 million aggregate principal amount of 8.625% senior notes due in 2030 (the “Notes”) in a private placement at par. The Notes were initially issued by Neogen Food Safety Corporation to 3M and were transferred and delivered by 3M to the selling securityholder in the offering, in satisfaction of certain of 3M’s existing debt. Upon closing of the FSD transaction on September 1, 2022, the Notes became guaranteed on a senior unsecured basis by the Company and certain wholly owned domestic subsidiaries of the Company. The Company determined that the redemption features of the Notes did not meet the definition of a derivative and thus does not require bifurcation from the host liability and accordingly has accounted for the entire instrument at amortized cost. Accrued interest on the Notes was $10.9 million as of May 31, 2026. Accrued interest on the Notes was $11 million as of May 31, 2025. These amounts were included in current liabilities on the consolidated balance sheets. In fiscal year 2023, the Company incurred total debt issuance costs of $6.7 million, which is recorded as an offset to the Notes and amortized over the contractual life of the Notes to interest expense using the straight line method. The amortization of deferred debt issuance costs of $0.8 million in each fiscal year and interest expense of $29.9 million and $30.2 million for the Notes was included in the consolidated statements of operations during the twelve months ended May 31, 2026 and May 31, 2025, respectively. As of May 31, 2026 and May 31, 2025, the Company had $3.4 million and $4.2 million, respectively, of unamortized debt issuance costs. There are no additional required principal payments for the Term Loan until the second quarter of fiscal year 2028. The expected maturities associated with the Company’s outstanding debt as of May 31, 2026, were as follows:
Fiscal Year |  | Amount |
2027 |  | $ | — |
2028 |  |  | 16.9 |
2029 |  |  | 22.5 |
2030 |  |  | 414.1 |
2031 |  |  | 346.5 |
Thereafter |  |  | — |
Total |  | $ | 800.0 |
Finance Lease The finance lease was a building lease that was classified within property and equipment and the current portion of debt on the consolidated balance sheets as of May 31, 2025. There were no finance leases as of May 31, 2026. Subsequent Event In June 2026, the Company made $20.0 million of prepayments on its Term Loan. Based on this prepayment, there are no additional required principal payments for the Term Loan until the first quarter of fiscal year 2029.

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