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Equity Compensation Plans and Other Incentive Compensation | 12 Months Ended
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May 31, 2026
Share-Based Payment Arrangement [Abstract] |
Equity Compensation Plans and Other Incentive Compensation | 9. Equity Compensation Plans and Other Incentive Compensation The Company’s long-term incentive plans allow for the grant of various types of share-based awards to officers, directors and other key employees of the Company. Remaining shares available for grant under share-based compensation plans were 11.5 million at May 31, 2026, 13.8 million shares at May 31, 2025, and 16.8 millions at May 31, 2024. Compensation expense related to share-based awards was $13.4 million, $17.3 million, and $13.8 million in fiscal years 2026, 2025 and 2024, respectively. Options Incentive and non-qualified options to purchase shares of common stock have been granted under the terms of the 2018 and 2023 Omnibus Incentive Plans. These options were granted at an exercise price equal to the closing price of the common stock on the date of grant. Options vest ratably over three and five year periods and the contractual terms are generally five, seven or ten years. The fair value of the options was estimated at the date of the grant using the Black-Scholes option pricing model.
(option amounts in millions) |  | Options |  |  | Weighted-Average Exercise Price |  |  | Weighted-Average Grant Date Fair Value |
Outstanding at May 31, 2023 (1.4 exercisable) |  |  | 4.2 |  |  | $ | 25.56 |  |  | $ | 6.51 |
Granted |  |  | 1.9 |  |  |  | 15.43 |  |  |  | 5.98 |
Exercised |  |  | — |  |  |  | 13.61 |  |  |  | 4.44 |
Forfeited |  |  | (1.2 | ) |  |  | 30.27 |  |  |  | 7.26 |
Outstanding at May 31, 2024 (1.5 exercisable) |  |  | 4.9 |  |  |  | 20.41 |  |  |  | 6.12 |
Granted |  |  | 2.0 |  |  |  | 15.47 |  |  |  | 4.96 |
Exercised |  |  | — |  |  |  | 14.50 |  |  |  | 4.59 |
Forfeited |  |  | (1.0 | ) |  |  | 27.92 |  |  |  | 7.10 |
Outstanding at May 31, 2025 (2.1 exercisable) |  |  | 5.9 |  |  |  | 17.51 |  |  |  | 5.56 |
Granted |  |  | 6.2 |  |  |  | 5.93 |  |  |  | 2.20 |
Exercised |  |  | 0.1 |  |  |  | 5.43 |  |  |  | 2.11 |
Forfeited |  |  | (4.5 | ) |  |  | 14.31 |  |  |  | 4.61 |
Outstanding at May 31, 2026 (2.7 exercisable) |  |  | 7.7 |  |  | $ | 10.05 |  |  | $ | 3.35 |
The following is a summary of stock options outstanding at May 31, 2026:
|  | Options Outstanding |  |  | Options Exercisable |
|  |  |  |  | Average Contractual |  |  | Weighted-Average |  |  |  |  |  | Weighted-Average |
(option amounts in millions) |  |  |  |  | Life |  |  | Exercise |  |  |  |  |  | Exercise |
Range of Exercise Price |  | Number |  |  | (in years) |  |  | Price |  |  | Number |  |  | Price |
$5.14 - $15.00 |  |  | 6.1 |  |  |  | 7.8 |  |  | $ | 7.48 |  |  |  | 1.2 |  |  | $ | 12.55 |
$15.01 - $25.00 |  |  | 1.3 |  |  |  | 2.5 |  |  |  | 16.24 |  |  |  | 1.2 |  |  |  | 16.23 |
$25.01 - $35.00 |  |  | 0.1 |  |  |  | 0.9 |  |  |  | 28.72 |  |  |  | 0.1 |  |  |  | 28.73 |
$35.01 - $42.46 |  |  | 0.2 |  |  |  | 0.4 |  |  |  | 41.00 |  |  |  | 0.2 |  |  |  | 41.01 |
|  |  | 7.7 |  |  |  | 6.7 |  |  | $ | 10.05 |  |  |  | 2.7 |  |  | $ | 16.66 |
The weighted average exercise price of shares subject to options that were exercisable at May 31, 2025 and 2024 was $19.53 and $26.11, respectively. Remaining compensation cost to be expensed in future periods for non-vested options was $9.0 million at May 31, 2026, with a weighted average expense recognition period of 2.4 years.
|  | Year Ended May 31, |
|  | 2026 |  |  | 2025 |  |  | 2024 |
Aggregate intrinsic value of options outstanding |  | $ | 14.5 |  |  | $ | 0.1 |  |  | $ | 0.1 |
Aggregate intrinsic value of options exercisable |  | $ | 0.4 |  |  | $ | — |  |  | $ | — |
Aggregate intrinsic value of options exercised |  | $ | 0.4 |  |  | $ | — |  |  | $ | — |
The fair value of stock options granted was estimated using the following weighted-average assumptions:
|  | Year Ended May 31, |
|  | 2026 |  |  | 2025 |  |  | 2024 |
Risk-free interest rate |  |  | 3.7 | % |  |  | 3.7 | % |  |  | 4.7 | %
Expected dividend yield |  |  | 0.0 | % |  |  | 0.0 | % |  |  | 0.0 | %
Expected stock volatility |  |  | 43.4 | % |  |  | 38.1 | % |  |  | 37.3 | %
Expected option life |  | 3.8 years |  |  | 3.4 years |  |  | 4.5 years |
The risk-free interest rate for periods within the expected life of options granted is based on the U.S. Treasury yield curve in effect at the time of grant. Expected stock price volatility is based on historical volatility of the Company’s stock. The expected option life, representing the period of time that options granted are expected to be outstanding, is based on historical option exercise and employee termination data. We include recent historical experience in estimating our forfeitures. As employees terminate, grant tranches expire. Restricted Stock Units The Company granted restricted stock units (RSUs) under the terms of the 2018 and 2023 Omnibus Incentive Plans, which vest ratably over three and five year periods. The fair value of the RSUs is determined based on the closing price of the common stock on the date of grant. The remaining weighted-average period for the Company's outstanding RSUs is 1.3 years. On May 31, 2026, there was $8.2 million in unamortized compensation costs related to non-vested RSUs. The fair value of restricted stock units vested during fiscal years 2026, 2025 and 2024 was $8.1 million, $5.2 million, and $3.8 million, respectively.
(RSU amounts in millions) |  | RSUs |  |  | Weighted Average Grant Date Fair Value |
Outstanding at May 31, 2023 |  |  | 0.8 |  |  | $ | 19.30 |
Granted |  |  | 0.6 |  |  |  | 15.55 |
Released |  |  | (0.2 | ) |  |  | 18.53 |
Forfeited |  |  | (0.2 | ) |  |  | 19.98 |
Outstanding at May 31, 2024 |  |  | 1.0 |  |  | $ | 17.17 |
Granted |  |  | 0.5 |  |  |  | 15.49 |
Released |  |  | (0.4 | ) |  |  | 16.89 |
Forfeited |  |  | (0.1 | ) |  |  | 17.47 |
Outstanding at May 31, 2025 |  |  | 1.0 |  |  | $ | 16.25 |
Granted |  |  | 1.5 |  |  |  | 6.00 |
Released |  |  | (0.5 | ) |  |  | 15.82 |
Forfeited |  |  | (0.5 | ) |  |  | 12.82 |
Outstanding at May 31, 2026 |  |  | 1.5 |  |  | $ | 7.29 |
Performance Stock Units The Company granted performance stock units (PSUs) under the terms of the 2023 Omnibus Incentive Plan, which cliff vest after a three year performance period. The performance units contain an additional market condition and were fair valued utilizing a Monte Carlo simulation. The actual number of PSUs that will vest, which may range from 0% to 240% of the target award amount, depends on the Company’s achievement of target performance goals and market outcomes related to the Company’s revenue growth, adjusted EBITDA margin expansion, free cash flow conversion, and total shareholder return over a performance period. The remaining weighted-average period for the Company's outstanding PSUs is 2.0 years. On May 31, 2026, there was $3.6 million in unamortized compensation cost related to non-vested PSUs.
(PSU amounts in millions) |  | PSUs |  |  | Weighted Average Grant Date Fair Value |
Outstanding at May 31, 2025 |  |  | — |  |  | $ | — |
Granted |  |  | 1.3 |  |  |  | 6.28 |
Vested |  |  | — |  |  |  | — |
Forfeited |  |  | (0.4 | ) |  |  | 5.90 |
Outstanding at May 31, 2026 |  |  | 0.9 |  |  | $ | 6.45 |
Employee Stock Purchase Plan The Company offers eligible employees the option to purchase common stock at a 5% discount to the lower of the market value of the stock at the beginning or end of each participation period under the terms of the 2021 Employee Stock Purchase Plan. The discount is recorded in general and administrative expense. Total individual purchases in any year are limited to 10% of compensation. Shares purchased by employees through this program were 0.3 million, 0.2 million, and 0.1 million in fiscal year 2026, 2025, and 2024, respectively. As of May 31, 2026, common stock totaling 0.3 million of the 1.0 million authorized shares remained reserved for issuance under the plan. Defined Contribution Benefit Plan and Bonus Compensation The Company maintains a defined contribution 401(k) benefit plan covering substantially all domestic employees. Employees are permitted to defer compensation up to IRS limits, with Neogen matching 100% of the first 3% of deferred compensation and 50% of the next 2% of deferred compensation. Our expense under this plan was $4.2 million, $3.7 million, and $3.4 million in fiscal years 2026, 2025 and 2024, respectively. The Company also offers an annual bonus opportunity to certain employees, as an additional component of their compensation. Amounts are determined based on company performance and employee performance. The bonus amounts earned during fiscal year 2026 will be paid to employees in the first quarter of fiscal 2027. As of May 31, 2026 and 2025, the Company had an accrued bonus of $13.5 million and $1.8 million, respectively, recorded within accrued compensation on the consolidated balance sheets.

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