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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
Commission File Number: 001-35756
NEOGENOMICS, INC.
(Exact name of registrant as specified in its charter)

Nevada |  | 74-2897368
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
9490 NeoGenomics Way, | Fort Myers, |  |
Florida |  | 33912
(Address of principal executive offices) |  | (Zip Code)

(239) 768-0600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common stock ($0.001 par value) |  | NEO |  | The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes S No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | S |  | Accelerated filer | ☐
Non-accelerated filer | ☐ |  | Smaller Reporting Company | ☐
|  |  | Emerging Growth Company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No S
As of April 24, 2026, the registrant had 130,211,780 shares of common stock, par value $0.001 per share outstanding.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION |  |
Item 1. Financial Statements (unaudited) |  | 5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |  | 22
Item 3. Quantitative and Qualitative Disclosures About Market Risk |  | 33
Item 4. Controls and Procedures |  | 33
PART II OTHER INFORMATION |  |
Item 1. Legal Proceedings |  | 34
Item 1A. Risk Factors |  | 34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |  | 34
Item 3. Defaults Upon Senior Securities |  | 34
Item 4. Mine Safety Disclosures |  | 34
Item 5. Other Information |  | 34
Item 6. Exhibits |  | 35
SIGNATURES |  | 36

FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intends,” “may,” “plan,” “potential,” , “project,”, “seek,” “will,” “would,” and similar words and expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements address various matters, including the Company’s strategy, planned future operations and related expectations with respect to timing and performance, future financial position, future revenues, growth potential and expected growth drivers, the timing, performance and anticipated benefits of collaboration, partnership and licensing activities, projected costs and capital expenditures, prospects and plans, and objectives of management. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that could cause the Company's actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. Applicable risks and uncertainties include, among others, the Company's ability to identify and implement appropriate financial and operational initiatives to execute on its strategic priorities, to enter new markets and increase market share in both current and new markets, to assemble and maintain an effective executive team, to continue gaining new customers, develop and commercialize new types of tests, integrate its acquisitions, manage the effects of seasonality, execute on its long-range strategic priorities, and otherwise implement its business plans, as well as the potential impact of evolving regulatory requirements related to laboratory developed tests, the impact of tariffs and trade policy uncertainty on the Company's supply chain and costs, and any potential reimbursement changes by the government and commercial payors, and the risks set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2026.
The forward-looking statements included in this Quarterly Report on Form 10-Q speak only as of the date of this report, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
3

Glossary
Throughout this Quarterly Report on Form 10-Q, we may use certain abbreviations, acronyms and terms which are described below:

ACLA |  | American Clinical Laboratory Association
CAP |  | College of American Pathologists
CLIA |  | Clinical Laboratory Improvement Amendments of 1988
CMS |  | Centers for Medicare and Medicaid Services
CRO |  | Contract research organizations
FDA |  | U.S. Food and Drug Administration
FISH |  | Fluorescence In-Situ Hybridization
GAAP |  | U.S. generally accepted accounting principles
IHC |  | Immunohistochemistry
LDT |  | Laboratory developed tests
LIMS |  | Laboratory Information Management System
MRD |  | Molecular residual disease
NGS |  | Next-generation sequencing
OIG |  | The Office of Inspector General of the Department of Health and Human Services
PCR |  | Polymerase chain reaction

4

PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NEOGENOMICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

|  | (unaudited) March 31, 2026 |  | December 31, 2025
ASSETS |  |  |  |
Current assets |  |  |  |
Cash and cash equivalents |  | $ | 146,143 |  |  | $ | 159,618 |
Accounts receivable, net |  | 167,424 |  |  | 159,242 |
Inventories |  | 29,837 |  |  | 28,566 |
Prepaid assets |  | 23,666 |  |  | 21,443 |
Other current assets |  | 6,614 |  |  | 7,417 |
Total current assets |  | 373,684 |  |  | 376,286 |
Property and equipment (net of accumulated depreciation of $215,966 and $209,057, respectively) |  | 83,659 |  |  | 84,834 |
Operating lease right-of-use assets |  | 76,703 |  |  | 78,444 |
Intangible assets, net |  | 278,895 |  |  | 286,528 |
Goodwill |  | 523,995 |  |  | 524,344 |
Other assets |  | 9,595 |  |  | 9,394 |
Total non-current assets |  | 972,847 |  |  | 983,544 |
Total assets |  | $ | 1,346,531 |  |  | $ | 1,359,830 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |
Current liabilities |  |  |  |
Accounts payable |  | $ | 25,898 |  |  | $ | 23,090 |
Accrued compensation |  | 40,576 |  |  | 47,580 |
Accrued expenses and other liabilities |  | 12,727 |  |  | 12,003 |
Current portion of operating lease liabilities |  | 4,828 |  |  | 4,776 |
Contract liabilities |  | 561 |  |  | 851 |
Total current liabilities |  | 84,590 |  |  | 88,300 |
Long-term liabilities |  |  |  |
Operating lease liabilities |  | 61,461 |  |  | 62,822 |
Convertible senior notes, net |  | 342,240 |  |  | 341,858 |
Deferred income tax liabilities, net |  | 17,450 |  |  | 18,219 |
Other long-term liabilities |  | 12,030 |  |  | 12,069 |
Total long-term liabilities |  | 433,181 |  |  | 434,968 |
Total liabilities |  | $ | 517,771 |  |  | $ | 523,268 |
Commitments and contingencies (Note 11) |  |  |  |
Stockholders’ equity |  |  |  |
Common stock, $0.001 par value, (250,000,000 shares authorized; 129,653,642 and 128,989,152 shares issued and outstanding, respectively) |  | $ | 129 |  |  | $ | 129 |
Additional paid-in capital |  | 1,279,539 |  |  | 1,270,235 |
Accumulated other comprehensive income (loss) |  | 4 |  |  | 4 |
Accumulated deficit |  | (450,912) |  |  | (433,806) |
Total stockholders' equity |  | $ | 828,760 |  |  | $ | 836,562 |
Total liabilities and stockholders’ equity |  | $ | 1,346,531 |  |  | $ | 1,359,830 |

See the accompanying notes to the unaudited Condensed Consolidated Financial Statements.
5

NEOGENOMICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)

|  | Three Months Ended March 31, |  |
|  | 2026 |  | 2025 |  |  |  |
NET REVENUE |  | $ | 186,672 |  |  | $ | 168,035 |  |  |  |  |
COST OF REVENUE |  | 105,808 |  |  | 94,789 |  |  |  |  |
GROSS PROFIT |  | 80,864 |  |  | 73,246 |  |  |  |  |
Operating expenses: |  |  |  |  |  |  |  |
General and administrative |  | 65,741 |  |  | 68,207 |  |  |  |  |
Research and development |  | 9,534 |  |  | 10,181 |  |  |  |  |
Sales and marketing |  | 23,830 |  |  | 22,683 |  |  |  |  |
Total operating expenses |  | 99,105 |  |  | 101,071 |  |  |  |  |
LOSS FROM OPERATIONS |  | (18,241) |  |  | (27,825) |  |  |  |  |
Interest income |  | (1,273) |  |  | (3,721) |  |  |  |  |
Interest expense |  | 598 |  |  | 1,618 |  |  |  |  |
Other expense (income), net |  | 12 |  |  | (65) |  |  |  |  |
Loss before taxes |  | (17,578) |  |  | (25,657) |  |  |  |  |
Income tax (benefit) expense |  | (472) |  |  | 266 |  |  |  |  |
NET LOSS |  | $ | (17,106) |  |  | $ | (25,923) |  |  |  |  |
NET LOSS PER SHARE |  |  |  |  |  |  |  |
Basic |  | $ | (0.13) |  |  | $ | (0.20) |  |  |  |  |
Diluted |  | $ | (0.13) |  |  | $ | (0.20) |  |  |  |  |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |  |  |  |  |  |  |  |
Basic |  | 129,166 |  |  | 127,376 |  |  |  |  |
Diluted |  | 129,166 |  |  | 127,376 |  |  |  |  |

See the accompanying notes to the unaudited Condensed Consolidated Financial Statements.
6

NEOGENOMICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)

|  | Three Months Ended March 31, |  |
|  | 2026 |  | 2025 |  |  |  |
NET LOSS |  | $ | (17,106) |  |  | $ | (25,923) |  |  |  |  |
OTHER COMPREHENSIVE INCOME: |  |  |  |  |  |  |  |
Net unrealized gain on marketable securities, net of tax |  | — |  |  | 150 |  |  |  |  |
Total other comprehensive income, net of tax |  | — |  |  | 150 |  |  |  |  |
COMPREHENSIVE LOSS |  | $ | (17,106) |  |  | $ | (25,773) |  |  |  |  |

See the accompanying notes to the unaudited Condensed Consolidated Financial Statements.
7

NEOGENOMICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited, in thousands, except share data)

|  |  |  | Common Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Income |  | Accumulated Deficit |  |  |  | Total
|  |  |  |  |  | Shares |  | Amount |  |  |  |  |
Balance, December 31, 2025 |  |  |  |  |  | 128,989,152 |  |  | $ | 129 |  |  | $ | 1,270,235 |  |  | $ | 4 |  |  | $ | (433,806) |  |  |  |  | $ | 836,562 |
Issuance of common stock for ESPP |  |  |  |  |  | 94,795 |  |  | — |  |  | 909 |  |  | — |  |  | — |  |  |  |  | 909 |
Issuance of restricted stock, net of forfeitures |  |  |  |  |  | 485,573 |  |  | — |  |  | (2,002) |  |  | — |  |  | — |  |  |  |  | (2,002) |
Issuance of common stock for stock options |  |  |  |  |  | 84,122 |  |  | — |  |  | 764 |  |  | — |  |  | — |  |  |  |  | 764 |
Stock issuance fees and expenses |  |  |  |  |  | — |  |  | — |  |  | (3) |  |  | — |  |  | — |  |  |  |  | (3) |
Stock-based compensation expense |  |  |  |  |  | — |  |  | — |  |  | 9,636 |  |  | — |  |  | — |  |  |  |  | 9,636 |
Net loss |  |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (17,106) |  |  |  |  | (17,106) |
Balance, March 31, 2026 |  |  |  |  |  | 129,653,642 |  |  | $ | 129 |  |  | $ | 1,279,539 |  |  | $ | 4 |  |  | $ | (450,912) |  |  |  |  | $ | 828,760 |

|  |  |  | Common Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Loss |  | Accumulated Deficit |  | Total
|  |  |  |  |  | Shares |  | Amount |  |  |  |
Balance, December 31, 2024 |  |  |  |  |  | 128,145,333 |  |  | $ | 128 |  |  | $ | 1,228,198 |  |  | $ | (206) |  |  | $ | (325,781) |  |  | $ | 902,339 |
Issuance of common stock for ESPP |  |  |  |  |  | 132,961 |  |  | — |  |  | 1,424 |  |  | — |  |  | — |  |  | 1,424 |
Issuance of restricted stock, net of forfeitures |  |  |  |  |  | 70,829 |  |  | — |  |  | (530) |  |  | — |  |  | — |  |  | (530) |
Issuance of common stock for stock options |  |  |  |  |  | 7,204 |  |  | — |  |  | 58 |  |  | — |  |  | — |  |  | 58 |
Stock issuance fees and expenses |  |  |  |  |  | — |  |  | — |  |  | (3) |  |  | — |  |  | — |  |  | (3) |
Stock-based compensation expense |  |  |  |  |  | — |  |  | — |  |  | 10,754 |  |  | — |  |  | — |  |  | 10,754 |
Net unrealized gain on marketable securities, net of tax |  |  |  |  |  | — |  |  | — |  |  | — |  |  | 150 |  |  | — |  |  | 150 |
Net loss |  |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (25,923) |  |  | (25,923) |
Balance, March 31, 2025 |  |  |  |  |  | 128,356,327 |  |  | $ | 128 |  |  | $ | 1,239,901 |  |  | $ | (56) |  |  | $ | (351,704) |  |  | $ | 888,269 |

See the accompanying notes to the unaudited Condensed Consolidated Financial Statements.
8

NEOGENOMICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

|  | Three Months Ended March 31,
|  | 2026 |  | 2025
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |
Net loss |  | $ | (17,106) |  |  | $ | (25,923) |
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |
Depreciation |  | 8,780 |  |  | 9,366 |
Amortization of intangibles |  | 7,633 |  |  | 8,362 |
Stock-based compensation |  | 9,636 |  |  | 10,754 |
Non-cash operating lease expense |  | 1,720 |  |  | 1,584 |
Other adjustments |  | 402 |  |  | 772 |
Changes in assets and liabilities, net |  |  |  |
Accounts receivable, net |  | (8,182) |  |  | (668) |
Inventories |  | (1,271) |  |  | (3,024) |
Prepaid and other assets |  | (1,395) |  |  | (3,105) |
Operating lease liabilities |  | (1,299) |  |  | (1,090) |
Deferred income tax liabilities, net |  | (769) |  |  | (541) |
Accrued compensation |  | (7,004) |  |  | (22,957) |
Accounts payable and other liabilities |  | 718 |  |  | 1,143 |
Net cash used in operating activities |  | (8,137) |  |  | (25,327) |
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |
Proceeds from maturities of marketable securities |  | — |  |  | 8,060 |
Purchases of property and equipment |  | (5,000) |  |  | (4,500) |
Net cash (used in) provided by investing activities |  | (5,000) |  |  | 3,560 |
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |
Issuance of common stock, net |  | (338) |  |  | 949 |
Net cash (used in) provided by financing activities |  | (338) |  |  | 949 |
Net change in cash and cash equivalents |  | (13,475) |  |  | (20,818) |
Cash and cash equivalents, beginning of period |  | 159,618 |  |  | 367,012 |
Cash and cash equivalents, end of period |  | $ | 146,143 |  |  | $ | 346,194 |

Supplemental disclosure of cash flow information: |  |  |  |
Interest paid |  | $ | 431 |  |  | $ | 1 |
Income taxes paid |  | $ | — |  |  | $ | — |
Supplemental disclosure of non-cash investing and financing information: |  |  |  |
Purchases of property and equipment included in accounts payable |  | $ | 4,321 |  |  | $ | 1,376 |

See the accompanying notes to the unaudited Condensed Consolidated Financial Statements.
9

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1. Nature of the Business
NeoGenomics, Inc., a Nevada corporation (the “Company” or “NeoGenomics”), and its subsidiaries provide a wide range of oncology diagnostic testing and consultative services, including technical laboratory services and professional interpretation of laboratory test results by licensed physicians or molecular experts who specialize in pathology and oncology. The Company operates a network of cancer-focused testing laboratories in the United States and the United Kingdom.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying interim Condensed Consolidated Financial Statements (“Consolidated Financial Statements”) are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. All intercompany transactions and balances have been eliminated in the accompanying Consolidated Financial Statements.
The accounting policies of the Company are the same as those set forth in Note 2. Summary of Significant Accounting Policies, to the audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Unaudited Interim Financial Information
Certain information and footnote disclosures normally included in the Company’s annual audited Consolidated Financial Statements and accompanying notes have been condensed or omitted in the accompanying interim Consolidated Financial Statements and footnotes. Accordingly, the accompanying interim unaudited Consolidated Financial Statements included herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The results of operations presented in this Quarterly Report on Form 10-Q are not necessarily indicative of the results of operations that may be expected for any future periods. In the opinion of Management, these unaudited Consolidated Financial Statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein.
Use of Estimates
The Company prepares its Consolidated Financial Statements in conformity with GAAP. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the Consolidated Financial Statements. Actual results and outcomes may differ from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these Consolidated Financial Statements include, but are not limited, to those related to revenue recognition and the determination of the amount expected to be collected, including estimates of implicit price concessions, accounts receivable and related allowances, contingencies, self-insurance exposures, useful lives and recovery of long-term assets and intangible assets, the fair value of assets and liabilities acquired in business combinations, income taxes and valuation allowances, stock-based compensation, and impairment analysis of goodwill. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected on the Consolidated Financial Statements prospectively from the date of the change in estimate.
Self-Insurance
The Company is self-insured for its employee health care benefits. Liabilities for self-insured exposures are accrued for the amounts expected to be paid based on historical claims experience and actuarial data for forecasted settlements of claims filed and for incurred but not yet reported claims. As of March 31, 2026, the Company has recorded a self-insurance liability of $1.7 million. The Company’s estimate is subject to inherent variability which may lead to ultimate payments being either greater or less than the amounts presented above. Self-insurance liabilities have been classified as a current liability in accrued compensation on the Consolidated Balance Sheets.
Sales and Marketing Expenses
Sales and marketing expenses are primarily attributable to employee-related costs including sales management, sales representatives, sales and marketing consultants, and marketing and customer service personnel. Advertising costs are expensed at the time they are incurred and were immaterial for the three months ended March 31, 2026 and 2025.
10

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Accounting Pronouncements Pending Adoption
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update replaces the existing “development phase” model with a principle based threshold approach, allowing capitalization of software development costs once management has authorized funding and it is probable the project will be completed and used as intended, provided there is no significant development uncertainty. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statement presentation and disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. This update requires entities to disaggregate operating expenses into specific categories, such as purchases of inventory, compensation, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. ASU 2024-03 may be applied retrospectively or prospectively. The Company is currently evaluating the impact of this standard on its financial statement presentation and disclosures.
Note 3. Acquisitions and Disposals
Acquisition of Pathline, LLC
On April 4, 2025 (the “Pathline Acquisition Date”), the Company completed the acquisition of a 100% ownership interest in Pathline LLC (“Pathline”), a CLIA/CAP/NYS-certified laboratory based in New Jersey. The purchase price consisted of (i) gross initial consideration of $8.0 million, which was reduced by a net adjustment of $0.7 million reflective of cash and other adjustments and (ii) up to $2.0 million of contingent consideration if Pathline completes certain validation milestones within a specific timeline. As of the Pathline Acquisition Date, the Company estimated the contingent consideration liability to be $1.0 million, reflecting its best estimate regarding the achievement of the validation milestone. In September 2025, the Company met the contingent consideration threshold of $1.0 million upon achievement of the validation milestone. The Pathline acquisition aligns with the Company's strategic objective of expanding its presence, capabilities, and offerings in the Northeastern United States.
The acquisition of Pathline was determined to be a business combination and has been accounted for using the acquisition method. The purchase price and purchase price allocation were based upon management’s best estimates and assumptions and were considered final as of March 31, 2026. The following table summarizes the purchase consideration recorded for the acquisition of Pathline, the fair value of the net assets acquired and liabilities assumed, and the calculation of goodwill based on the excess of the consideration transferred over the fair value of the net assets acquired and liabilities assumed at the Pathline Acquisition Date (in thousands, except per share data):
11

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

|  | April 4, 2025 (as initially reported) |  | Measurement Period Adjustments |  | April 4, 2025 (as adjusted)
Purchase consideration: |  |  |  |  |  |
Initial cash consideration, net(1) |  | $ | 7,275 |  |  | $ | 220 |  |  | $ | 7,495 |
Contingent consideration |  | 1,000 |  |  | — |  |  | 1,000 |
Total purchase consideration |  | $ | 8,275 |  |  | $ | 220 |  |  | $ | 8,495 |
Allocation of the purchase consideration: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 317 |  |  | $ | — |  |  | $ | 317 |
Accounts receivable, net |  | 3,324 |  |  | — |  |  | 3,324 |
Inventories |  | 657 |  |  | — |  |  | 657 |
Prepaid and other current assets |  | 443 |  |  | 234 |  |  | 677 |
Intangible assets |  | 1,200 |  |  | — |  |  | 1,200 |
Property and equipment |  | 1,264 |  |  | — |  |  | 1,264 |
Operating lease right-of-use assets |  | 6,632 |  |  | (161) |  |  | 6,471 |
Other non-current assets |  | 200 |  |  | — |  |  | 200 |
Total identifiable assets acquired |  | 14,037 |  |  | 73 |  |  | 14,110 |
Total identifiable liabilities assumed |  | 10,602 |  |  | (258) |  |  | 10,344 |
Net identifiable assets acquired |  | 3,435 |  |  | 331 |  |  | 3,766 |
Goodwill(2) |  | 4,840 |  |  | (111) |  |  | 4,729 |
Total purchase consideration |  | $ | 8,275 |  |  | $ | 220 |  |  | $ | 8,495 |

_________________
(1) Includes net adjustments of $0.7 million reflective of cash and other adjustments as initially reported, and $0.5 million reflective of cash and other adjustments as adjusted.
(2) Includes measurement period adjustments of negative $0.3 million recognized during the three months ended March 31, 2026 and $0.2 million recognized during the year ended December 31, 2025.
The goodwill recognized was primarily attributable to expected synergies of the combined businesses, increased market penetration, and expanded service capabilities in the Northeast resulting from the acquisition. A majority of the goodwill resulting from the acquisition of Pathline is expected to be deductible for income tax purposes.
Acquired intangible assets consist of customer relationships, which were valued using an income-based approach by discounting expected cash flows from existing customer relationships to determine the economic benefit expected to be realized post-acquisition. These assets will be amortized over a weighted average period of seven years.
Sale of Trapelo Health, LLC
On December 31, 2025, the Company completed the sale of substantially all of the operating assets of Trapelo Health, LLC (“Trapelo”), its wholly owned subsidiary, for upfront consideration of $2.5 million and contingent consideration of up to $5.0 million upon achievement of certain revenue milestones within a specified period. During the three months ended March 31, 2026, there were no changes to the Company's estimate of contingent consideration. During 2025, the Company recognized total impairment charges of $15.9 million related to the Trapelo disposal group, consisting of a $3.5 million loss on goodwill and a $12.4 million loss on developed technology, which were included within impairment charges on the Consolidated Statements of Operations. There were no impairment charges related to Trapelo during the three months ended March 31, 2026 and December 31, 2025.
Note 4. Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable.
12

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Level 1: Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.
Level 2: Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily available pricing sources for comparable instruments.
Level 3: Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis
The Company measures certain financial assets at fair value on a recurring basis, including marketable securities and certain cash equivalents. The Company considers all securities available-for-sale, including those with maturity dates beyond 12 months, and therefore these securities are classified within current assets on the Consolidated Balance Sheets as they are available to support current operational liquidity needs. The money market accounts are valued based on quoted market prices in active markets and are included in cash and cash equivalents on the Consolidated Balance Sheets.
There were no marketable securities outstanding as of March 31, 2026 or December 31, 2025. The Company had $0.4 million and $0.5 million of accrued interest receivable at March 31, 2026 and December 31, 2025, respectively, included in other current assets on its Consolidated Balance Sheets related to marketable securities. There were no realized gains or losses on marketable securities for the three months ended March 31, 2026 and 2025.
The following tables set forth the Company’s cash equivalents that were measured at fair value on a recurring basis based on the fair value hierarchy as of March 31, 2026 and December 31, 2025.

|  | March 31, 2026
(in thousands) |  | Level 1 |  | Level 2 |  | Level 3 |  | Total
Financial Assets: |  |  |  |  |  |  |  |
Cash equivalents: |  |  |  |  |  |  |  |
Money market funds |  | $ | 141,985 |  |  | $ | — |  |  | $ | — |  |  | $ | 141,985 |
Total |  | $ | 141,985 |  |  | $ | — |  |  | $ | — |  |  | $ | 141,985 |

|  | December 31, 2025
(in thousands) |  | Level 1 |  | Level 2 |  | Level 3 |  | Total
Financial Assets: |  |  |  |  |  |  |  |
Cash equivalents: |  |  |  |  |  |  |  |
Money market funds |  | $ | 157,895 |  |  | $ | — |  |  | $ | — |  |  | $ | 157,895 |
Total |  | $ | 157,895 |  |  | $ | — |  |  | $ | — |  |  | $ | 157,895 |

There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for the three months ended March 31, 2026 and 2025.
Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis
The carrying value of cash, certain cash equivalents, accounts receivable, net, other current assets, accounts payable, accrued expenses and other liabilities, and contract liabilities are considered reasonable estimates of their respective fair values at March 31, 2026 and December 31, 2025 due to their short-term nature.
The Company also measures certain non-financial assets at fair value on a nonrecurring basis, primarily intangible assets, goodwill, and long-lived assets in connection with periodic evaluations for potential impairment. The Company estimates the fair value of these assets using primarily unobservable inputs and as such, these are considered Level 3 fair value measurements.
Note 5. Goodwill and Intangible Assets
The following table summarizes the carrying amounts of goodwill at March 31, 2026 and December 31, 2025 (in thousands):
13

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

|  | Goodwill Carrying Amount
Balance as of December 31, 2024 |  | $ | 522,766 |
Acquired goodwill(1) |  | 5,078 |
Impairment charges(2) |  | (3,500) |
Balance as of December 31, 2025 |  | $ | 524,344 |
Acquired goodwill adjustment(1) |  | (349) |
Balance as of March 31, 2026 |  | $ | 523,995 |

_________________
(1) In connection with the acquisition of Pathline, the Company recognized $5.1 million of goodwill during the year ended December 31, 2025 and an adjustment of $0.3 million during the three months ended March 31, 2026, reflecting the allocation of the purchase price to the identifiable assets acquired and liabilities assumed. Please refer to Note 3. Acquisitions and Disposals for further information about the acquisition of Pathline.
(2) In connection with the classification of the Trapelo assets as held for sale, the Company recognized an impairment charge of $3.5 million to write down the carrying value of the disposal group to its estimated fair value less costs to sell. Please refer to Note 3. Acquisitions and Disposals for further information about the sale of Trapelo.
Intangible assets consisted of the following (in thousands):

|  |  |  | March 31, 2026
|  | Amortization Period (years) |  | Cost |  | Accumulated Amortization |  | Net
Customer Relationships |  | 7 - 15 |  | $ | 144,301 |  |  | $ | 87,957 |  |  | $ | 56,344 |
Developed Technology |  | 10 - 15 |  | 276,825 |  |  | 88,327 |  |  | 188,498 |
Trademarks |  | 15 |  | 30,261 |  |  | 9,655 |  |  | 20,606 |
Trademark - Indefinite lived |  | — |  | 13,447 |  |  | — |  |  | 13,447 |
Total |  |  |  | $ | 464,834 |  |  | $ | 185,939 |  |  | $ | 278,895 |

|  |  |  | December 31, 2025
|  | Amortization Period (years) |  | Cost |  | Accumulated Amortization |  | Net
Customer Relationships(1) |  | 7 - 15 |  | $ | 144,301 |  |  | $ | 85,441 |  |  | $ | 58,860 |
Developed Technology(2) |  | 10 - 15 |  | 276,825 |  |  | 83,714 |  |  | 193,111 |
Trademarks(3) |  | 15 |  | 30,261 |  |  | 9,151 |  |  | 21,110 |
Trade Name |  | 2.5 |  | 2,584 |  |  | 2,584 |  |  | — |
Trademark - Indefinite lived |  | — |  | 13,447 |  |  | — |  |  | 13,447 |
Total |  |  |  | $ | 467,418 |  |  | $ | 180,890 |  |  | $ | 286,528 |

_________________
(1) Includes $1.2 million of acquired client relationships related to Pathline. Please refer to Note 3. Acquisitions and Disposals for further information about the acquisition of Pathline.
(2) Includes an impairment loss of $10.5 million on InVisionFirst®-Lung developed technology and an adjustment of $12.4 million related to the classification of Trapelo as held for sale. Please refer to Note 3. Acquisitions and Disposals for further information about the disposal of Trapelo assets.
(3) Includes an impairment loss of $0.9 million on InVisionFirst®-Lung trademarks.
The Company records amortization expense within cost of revenue and general and administrative expense on the Consolidated Statement of Operations. The following table summarizes the amortization expense for the three months ended March 31, 2026 and 2025 (in thousands):

|  | Three Months Ended March 31, |  |
|  | 2026 |  | 2025 |  |  |  |
Amortization of intangibles included in cost of revenue |  | $ | 4,614 |  |  | $ | 4,910 |  |  |  |  |
Amortization of intangibles included in general and administrative expenses |  | 3,019 |  |  | 3,452 |  |  |  |
Total amortization of intangibles |  | $ | 7,633 |  |  | $ | 8,362 |  |  |  |  |

14

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The estimated amortization expense related to amortizable intangible assets for each of the following periods as of March 31, 2026 is as follows (in thousands):

Remainder of 2026 | $ | 22,900 |
2027 | 29,983 |
2028 | 29,983 |
2029 | 29,983 |
2030 | 29,530 |
Thereafter | 123,069 |
Total | $ | 265,448 |

InVisionFirst®-Lung Impairment
During the year ended December 31, 2025, the Company recorded impairment charges of $11.4 million and an inventory write-off of $0.4 million associated with InVisionFirst®-Lung, a legacy diagnostic test. Impairment charges consisted of a $10.5 million loss on developed technology and a $0.9 million loss on trademarks. The impairment charge and inventory write-off were included within impairment charges on the Consolidated Statements of Operations. There were no such costs for the three months ended March 31, 2026.
Note 6. Debt
2028 Convertible Senior Notes
On January 11, 2021, the Company completed the sale of $345.0 million of Convertible Senior Notes with a stated interest rate of 0.25% and a maturity date of January 15, 2028 (the “2028 Convertible Notes”), unless earlier converted, redeemed, or repurchased.
The last reported sales price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2028 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended December 31, 2025. Based on the terms of the 2028 Convertible Notes, the holders could not have converted all or a portion of their 2028 Convertible Notes in the first quarter of 2026. The last reported sales price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2028 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended March 31, 2026. Based on the terms of the 2028 Convertible Notes, the holders cannot convert all or a portion of their 2028 Convertible Notes in the second quarter of 2026. The value of the 2028 Convertible Notes, if converted, does not exceed the principal amount based on a closing stock price of $7.42 on March 31, 2026.
The interest expense recognized on the 2028 Convertible Notes includes $0.2 million, $0.4 million and $8,600 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended March 31, 2026. The interest expense recognized on the 2028 Convertible Notes includes $0.2 million, $0.4 million and $8,600 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended March 31, 2025. The effective interest rate on the 2028 Convertible Notes is 0.70%, which includes the interest on the 2028 Convertible Notes and amortization of the debt discount and debt issuance costs. The 2028 Convertible Notes bear interest at a rate of 0.25% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2021.
At March 31, 2026, the estimated fair value (Level 2) and net carrying amount of the 0.25% Convertible Senior Notes due 2028 was $315.7 million and $342.2 million, respectively. At December 31, 2025, the estimated fair value (Level 2) and net carrying amount of the 0.25% Convertible Senior Notes due 2028 was $307.1 million and $341.9 million, respectively.
2025 Convertible Senior Notes
On May 4, 2020, the Company completed the sale of $201.3 million of Convertible Senior Notes with a stated interest rate of 1.25% and a maturity date of May 1, 2025 (the “2025 Convertible Notes”), unless earlier converted, redeemed, or repurchased. On May 1, 2025, the Company paid the outstanding principal balance on the 2025 Convertible Notes of $201.3 million and outstanding interest of $1.3 million.
The interest expense recognized on the 2025 Convertible Notes includes $0.6 million, $0.3 million and $39,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended March 31, 2025. There were no such amounts for the three months ended March 31, 2026. The effective interest rate on the 2025 Convertible Notes was 1.96%, which included the interest on the 2025 Convertible Notes and amortization of the debt discount and debt issuance costs. The 2025 Convertible Notes bore interest at a rate of 1.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, which began on November 1, 2020.
15

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 7. Stock-Based Compensation
The Company recorded stock-based compensation on the Consolidated Statement of Operations for the three months ended March 31, 2026 and 2025 as follows (in thousands):

|  | Three Months Ended March 31, |  |
|  | 2026 |  | 2025 |  |  |  |
Cost of revenue |  | $ | 337 |  |  | $ | 416 |  |  |  |  |
General and administrative |  | 8,392 |  |  | 8,783 |  |  |  |  |
Research and development |  | 577 |  |  | 597 |  |  |  |  |
Sales and marketing |  | 330 |  |  | 958 |  |  |  |  |
Total stock-based compensation |  | $ | 9,636 |  |  | $ | 10,754 |  |  |  |  |

Stock Options
A summary of the stock option activity under the Company’s plans for the three months ended March 31, 2026 is as follows:

|  | Number of Shares |  | Weighted Average Exercise Price
Outstanding at December 31, 2025 |  | 7,162,201 |  |  | $ | 13.58 |
Granted |  | 2,882,608 |  |  | $ | 10.86 |
Exercised |  | (84,122) |  |  | $ | 9.09 |
Forfeited |  | (407,676) |  |  | $ | 14.38 |
Outstanding at March 31, 2026 |  | 9,553,011 |  |  | $ | 12.76 |
Vested and expected to vest at March 31, 2026 |  | 9,553,011 |  |  | $ | 12.76 |
Exercisable at March 31, 2026 |  | 3,522,795 |  |  | $ | 14.87 |

The fair value of each stock option award granted during the three months ended March 31, 2026 was estimated as of the grant date using a Black-Scholes model with the following assumptions:

| Three Months Ended March 31, 2026
Expected term (in years) | 5.2 - 6.5
Risk-free interest rate (%) | 3.5% - 3.9%
Expected volatility (%) | 62.4% - 68.2%
Dividend yield (%) | —
Weighted average grant date fair value per share | $6.20

As of March 31, 2026, there was approximately $23.1 million of unrecognized stock-based compensation expense related to stock options that will be recognized over a weighted-average period of approximately 1.7 years.
Restricted Stock
A summary of the restricted stock activity under the Company’s plans for the three months ended March 31, 2026 is as follows:

|  | Number of Restricted Shares |  | Weighted Average Grant Date Fair Value
Nonvested at December 31, 2025 |  | 2,829,597 |  |  | $ | 11.89 |
Granted |  | 1,773,053 |  |  | $ | 10.20 |
Vested |  | (687,259) |  |  | $ | 12.80 |
Forfeited |  | (187,422) |  |  | $ | 12.57 |
Nonvested at March 31, 2026 |  | 3,727,969 |  |  | $ | 10.88 |

As of March 31, 2026, there was approximately $23.2 million of unrecognized stock-based compensation expense related to restricted stock that will be recognized over a weighted-average period of approximately 1.7 years.
Performance-Based Restricted Stock Units
16

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
For PSUs subject to a performance condition, compensation cost is recognized straight-line over the requisite service period if the achievement of the performance condition is probable. As of March 31, 2026, the Company has determined it is probable that the performance condition will be met. For PSUs subject to a market condition, compensation cost is recognized straight-line over the requisite service period, regardless of when, if ever, the market condition is satisfied.
A summary of the PSU activity under the Company’s plans for the three months ended March 31, 2026 is as follows:

|  | Number of Stock Units |  | Weighted Average Grant Date Fair Value
Nonvested at December 31, 2025 |  | 552,208 |  |  | $ | 19.38 |
Granted |  | — |  |  | $ | — |
Vested |  | — |  |  | $ | — |
Forfeited |  | — |  |  | $ | — |
Nonvested at March 31, 2026 |  | 552,208 |  |  | $ | 19.38 |

As of March 31, 2026, there was approximately $2.0 million of unrecognized stock-based compensation expense related to nonvested PSUs that will be recognized over a weighted-average period of approximately 0.8 years.
Modification of Stock Option and Restricted Stock
During the three months ended March 31, 2026, upon the departure of a director and with approval from the Culture and Compensation Committee of the Company’s Board of Directors, 16,107 shares of previously granted time-based vesting stock options and 23,077 shares of previously granted time-based vesting restricted stock were subject to accelerated vesting. The Company accounted for the effects of the accelerated vesting of these stock awards as modifications and recognized $0.4 million of stock-based compensation which consisted of $0.1 million and $0.3 million for the acceleration of stock options and restricted stock, respectively, within general and administrative expenses on the Consolidated Statements of Operations for the three months ended March 31, 2026. There were no such amounts for the three months ended March 31, 2025.
Note 8. Revenue Recognition
The Company’s specialized clinical services are performed based on a written test requisition form or electronic equivalent. The performance obligation is satisfied and revenues are recognized at the point in time the clinical services have been performed and the results have been delivered to the ordering physician. These clinical services are billed to various payers, including client direct billing, commercial insurance, Medicare and other government payers, and patients. Revenue is recorded for all payers based on the amount expected to be collected, which considers implicit price concessions. Implicit price concessions represent differences between amounts billed and the estimated consideration the Company expects to receive based on negotiated discounts, historical collection experience, and other anticipated adjustments, including anticipated payer denials.
For the Company's pharmaceutical development services, the Company generally enters into contracts with pharmaceutical and biotech clients as well as other CROs to provide research and clinical trial services. Such services also include validation studies and assay development. The Company records revenue on a unit-of-service basis based on the number of units completed towards the satisfaction of a performance obligation. In addition, certain contracts include upfront fees and the revenue for those contracts is recognized over time as services are performed.
Additional offerings within the Company's portfolio include oncology data solutions, which involves the licensing of de-identified data to pharmaceutical and biotech clients in the form of either retrospective records or prospective deliveries of data. Revenue is recognized at a point in time upon delivery of retrospective data or over time for prospective data feeds. The Company negotiates billing schedules and payment terms on a contract-by-contract basis. Contract terms generally provide for payments based on a unit-of-service arrangement and are primarily short-term.
Amounts collected in advance of services being provided are deferred as contract liabilities on the Consolidated Balance Sheets. The associated revenue is recognized and the contract liability is reduced as the contracted services are subsequently performed. Contract assets are established for revenue recognized but not yet billed. These contract assets are reduced once the client is invoiced and a corresponding receivable is recorded. Additionally, the Company incurs sales commissions in the process of obtaining contracts with clients. Sales commissions that are payable upon contract award are recognized as assets and amortized over the expected contract term. The amortization of commission expense is based on the weighted average contract duration for all commissionable awards in the respective business in which the commission expense is paid, which approximates the period over which goods and services are transferred to the client. For short-term contracts, the Company applies the practical expedient which allows costs to obtain a contract to be expensed when incurred, if the amortization period of the assets that would otherwise have been recognized is one year or less. Contract assets and capitalized commissions are included in other current assets and other assets on the Consolidated Balance Sheets.
17

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Most contracts are terminable by the clients, either immediately or according to advance notice terms specified within the contracts. All contracts require payment of fees to the Company for services rendered through the date of termination and may require payment for subsequent services necessary to conclude the study or close out the contract.
The following table summarizes the values of contract assets, capitalized commissions and contract liabilities (in thousands):

| March 31, 2026 |  | December 31, 2025
Current capitalized commissions (1) | $ | 175 |  |  | $ | 138 |
Long-term capitalized commissions (2) | 157 |  |  | 36 |
Total capitalized commissions | $ | 332 |  |  | $ | 174 |
Current contract liabilities | $ | 561 |  |  | $ | 851 |
Long-term contract liabilities (3) | 338 |  |  | 386 |
Total contract liabilities | $ | 899 |  |  | $ | 1,237 |

_________________
(1) Recorded within other current assets on the Consolidated Balance Sheets.
(2) Recorded within other assets on the Consolidated Balance Sheets.
(3) Recorded within other long-term liabilities on the Consolidated Balance Sheets.
Revenue recognized related to contract liability balances outstanding at the beginning of the period was $0.5 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively. Amortization of capitalized commissions was $0.1 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively.
Disaggregation of Revenue
The Company considered various factors in determining appropriate levels of homogeneous data for its disaggregation of revenue, including the nature, amount, timing, and uncertainty of revenue and cash flows. The categories align with the types of clients due to similarities of billing method, level of reimbursement, and timing of cash receipts. Unbilled amounts are accrued and allocated to payer categories based on historical experience. In future periods actual billings by payer category may differ from accrued amounts.
The following table details the disaggregation of net revenue for the three months ended March 31, 2026 (in thousands):

|  | Three Months Ended March 31, |  |
|  | 2026 |  | 2025 |  |  |  |
Client direct billing |  | $ | 131,606 |  |  | $ | 122,038 |  |  |  |  |
Commercial insurance |  | 30,938 |  |  | 24,857 |  |  |  |  |
Medicare and other government |  | 24,145 |  |  | 21,101 |  |  |  |  |
Self-pay |  | (17) |  |  | 39 |  |  |  |  |
Total net revenue |  | $ | 186,672 |  |  | $ | 168,035 |  |  |  |  |

Note 9. Income Taxes
At the end of each interim period, Management estimates the annual effective tax rate based on forecasted pre-tax results of the Company’s global operations and applies such rate to its ordinary quarterly earnings to calculate income tax expense related to ordinary income. The tax effects of significant, unusual and infrequent in nature items are discretely calculated and recognized in the period during which they occur. These discrete items often relate to changes in tax laws, excess tax benefits/deficiencies related to share-based compensation or adjustments to previously reported tax expense/benefits.
Management assesses the recoverability of its deferred tax assets as of the end of each quarter, weighing available positive and negative evidence, and is required to establish and maintain a valuation allowance for these assets if it is more likely than not that some or all of the deferred income tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which the evidence can be objectively verified. If negative evidence exists, positive evidence is necessary to support the conclusion that a valuation allowance is not needed. A cumulative loss in recent years, commonly defined as a three-year cumulative loss position, is a significant piece of negative evidence that is difficult to overcome.
As of March 31, 2026, Management determined that a valuation allowance for the Company’s U.S. operations is necessary because sufficient objectively verifiable positive evidence does not exist to overcome existing negative evidence. Accordingly, the Company’s estimated annual effective tax rate applied to the Company’s pre-tax loss for the three months ended March 31,
18

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
2026, includes an unfavorable impact of a partial valuation allowance against the majority of the Company’s forecasted U.S. net operating loss and tax credit carryforwards.
As of March 31, 2026, the Company’s U.K. operations are in a three-year cumulative loss position. However, the reversal of U.K. deferred tax liabilities will provide a source of realization to support a portion of the U.K. deferred tax assets, and therefore a valuation allowance has not been established for those deferred tax assets. Accordingly, the Company’s estimated annual effective tax rate applied to the Company’s pre-tax loss for the three months ended March 31, 2026, includes the favorable impact of recognizing a component of the U.K. benefit.
For the three month period ended March 31, 2026, the Company has recorded tax benefit primarily related to reversal of U.K. deferred tax liabilities attributable to intangible assets, partially offset with current state tax provision.
Note 10. Net Loss Per Share
The Company presents both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock options were exercised, stock awards vested and if the 2028 Convertible Notes and 2025 Convertible Notes were converted. The potential dilution from stock awards is accounted for using the treasury stock method based on the average market value of the Company’s common stock. The potential dilution from conversion of the 2028 Convertible Notes and 2025 Convertible Notes is accounted for using the if-converted method, which requires that all of the shares of the Company’s common stock issuable upon conversion of the 2028 Convertible Notes and the 2025 Convertible Notes will be included in the calculation of diluted EPS assuming conversion of the 2028 Convertible Notes and the 2025 Convertible Notes at the beginning of the reporting period (or at time of issuance, if later).
The following table shows the calculations (in thousands, except net loss per share amounts):

|  | Three Months Ended March 31, |  |
|  | 2026 |  | 2025 |  |  |  |
NET LOSS |  | $ | (17,106) |  |  | $ | (25,923) |  |  |  |  |
Basic weighted average shares outstanding |  | 129,166 |  |  | 127,376 |  |  |  |  |
Diluted weighted average shares outstanding |  | 129,166 |  |  | 127,376 |  |  |  |  |
Basic net loss per share |  | $ | (0.13) |  |  | $ | (0.20) |  |  |  |  |
Diluted net loss per share |  | $ | (0.13) |  |  | $ | (0.20) |  |  |  |  |

The following potential dilutive shares were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands):

|  | Three Months Ended March 31, |  |
|  | 2026 |  | 2025 |  |  |  |
Stock options |  | 143 |  |  | 223 |  |  |  |  |
Restricted stock awards |  | 1,510 |  |  | 1,209 |  |  |  |  |
2025 Convertible Notes |  | — |  |  | 5,538 |  |  |  |  |
2028 Convertible Notes |  | 5,215 |  |  | 5,215 |  |  |  |  |

In addition, 552,208 shares of PSU awards are excluded from the computation of diluted EPS for the three months ended March 31, 2026 as the contingency had not been satisfied.
In connection with the 2028 Convertible Notes offering, on January 11, 2021, the Company entered into separate, privately negotiated convertible note hedge transactions (collectively, the “Capped Call Transactions”) with option counterparties pursuant to capped call confirmations at a cost of approximately $29.3 million. The potential effect of the Capped Call Transactions was excluded from the calculation of diluted net loss per share in the three months ended March 31, 2026 as the Company’s common stock closing price of $7.42 on March 31, 2026 did not exceed the conversion price of $85.75 per share. The Capped Call Transactions are not reflected in diluted net loss per share as they are anti-dilutive.
Note 11. Commitments and Contingencies
19

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Regulatory Matter
With the assistance of outside counsel, the Company voluntarily conducted an internal investigation that focused on the compliance of certain consulting and service agreements with federal healthcare laws and regulations, including those relating to fraud, waste and abuse. Based on this internal investigation, the Company voluntarily notified the Office of Inspector General of the U.S. Department of Health and Human Services (“OIG”) of the Company’s internal investigation in November 2021. The Company’s interactions with regulatory authorities and the Company’s related review of this matter are ongoing. As of March 31, 2026 and December 31, 2025, the Company has accrued a reserve of $11.2 million in other long-term liabilities on the Consolidated Balance Sheets for potential damages and liabilities associated with the federal healthcare program revenue received by the Company in connection with the agreements at issue that were identified during the course of this internal investigation. This reserve reflects management’s best estimate of the minimum probable loss associated with this matter. As a result of the internal investigation and ongoing interactions with regulatory authorities, the Company may accrue additional reserves for any related potential damages and liabilities arising out of this matter. At this time, the Company is unable to predict the duration, scope, result, or related costs associated with any further investigation, including by the OIG, or any other governmental authority, or what penalties or remedial actions they may seek. Accordingly, at this time, the Company is unable to estimate a range of possible loss in excess of the amount reserved. Any determination that the Company’s operations or activities are not in compliance with existing laws or regulations, however, could result in the imposition of civil or criminal fines, penalties, disgorgement, restitution, equitable relief, exclusion from participation in federal healthcare programs or other losses or conduct restrictions, which could be material to the Company’s financial results or business operations.
Legal Proceedings
On December 16, 2022, a purported shareholder class action captioned Daniel Goldenberg v. NeoGenomics, Inc., Douglas VanOort, Mark Mallon, Kathryn McKenzie, and William Bonello was filed in the United States District Court for the Southern District of New York, naming the Company and certain of the Company’s current and former officers as defendants (“the Goldenberg Matter”). This lawsuit was filed by a stockholder who claims to be suing on behalf of anyone who purchased or otherwise acquired the Company’s securities between February 27, 2020 and April 26, 2022. The lawsuit alleges that material misrepresentations and/or omissions of material fact were made in the Company’s public disclosures in violation of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. The alleged improper disclosures relate to statements regarding the Company’s menu of tests, business operations and compliance with health care laws and regulations. The Company filed a motion to dismiss the Goldenberg Matter on February 5, 2024 and the plaintiff filed its opposition to the motion on March 21, 2024. On March 13, 2026, the Court entered a Memorandum and Order dismissing the Goldenberg Matter with prejudice. On April 10, 2026, the plaintiff appealed the judgment and order to the United States Court of Appeals for the Second Circuit. The plaintiff seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including attorney’s fees and expert fees. On April 27, 2023, a shareholder of the Company filed a shareholder derivative action on behalf of the Company captioned Puskarich v. VanOort, et al. in Clark County Nevada, naming certain of the Company’s current and former officers and directors as defendants. The allegations are substantially similar to the allegations asserted in the Goldenberg Matter. Substantially similar shareholder derivative actions were subsequently filed in Lee County, Florida and in the United States District Court for the Southern District of New York, captioned Wong v. VanOort, et al. and Mellema v. VanOort, et al., respectively. The Company believes that it has valid defenses to the claims alleged in the lawsuits, but there is no guarantee that the Company will prevail. As of the filing of this report with the SEC, the outcome of these matters is not estimable or probable.
Note 12. Segment Information
The Company operates under a single segment based on an analysis of the Company's reporting structure, the information available to the Chief Operating Decision Maker (“CODM”), and the strategic decisions being made by management. The Company provides services to a diverse client base, which includes community-based pathology and oncology practices, hospital pathology labs, reference labs, academic centers, and pharmaceutical companies. Revenue is derived from clients by providing clinical cancer testing, interpretation and consultative services, molecular and NGS testing, comprehensive technical and professional services offering, clinical trials and research, validation laboratory services, and oncology data solutions.
The Company's Chief Executive Officer serves as the CODM. The CODM uses net loss, as reported on the Consolidated Statements of Operations, to monitor budget versus actual results to evaluate profitability and allocate resources. The CODM is regularly provided with financial information, including revenue and expenses, in a format consistent with the Consolidated Statements of Operations. The CODM does not review assets at a different level or category than those disclosed in the Consolidated Balance Sheets. Substantially all of the Company's revenue and tangible long-lived assets are attributable to the U.S.
20

NEOGENOMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table summarizes segment information for the three months ended March 31, 2026, and 2025 (in thousands):

|  | Three Months Ended March 31, |  |
|  | 2026 |  | 2025 |  |  |  |
Net revenue |  | $ | 186,672 |  |  | $ | 168,035 |  |  |  |  |
Less: |  |  |  |  |  |  |  |
Amortization |  | 7,633 |  |  | 8,362 |  |  |  |  |
Depreciation |  | 8,780 |  |  | 9,366 |  |  |  |  |
Stock-based compensation |  | 9,636 |  |  | 10,754 |  |  |  |  |
Other cost of revenue(1) |  | 97,884 |  |  | 85,817 |  |  |  |  |
Other general and administrative(1) |  | 49,045 |  |  | 50,749 |  |  |  |  |
Other research and development(1) |  | 8,459 |  |  | 9,102 |  |  |  |  |
Other sales and marketing(1) |  | 23,476 |  |  | 21,710 |  |  |  |  |
Loss from operations |  | (18,241) |  |  | (27,825) |  |  |  |  |
Interest income |  | (1,273) |  |  | (3,721) |  |  |  |  |
Interest expense |  | 598 |  |  | 1,618 |  |  |  |  |
Other expense (income) |  | 12 |  |  | (65) |  |  |  |  |
Loss before taxes |  | (17,578) |  |  | (25,657) |  |  |  |  |
Income tax expense (benefit) |  | (472) |  |  | 266 |  |  |  |  |
Net loss |  | $ | (17,106) |  |  | $ | (25,923) |  |  |  |  |

_________________
(1) Excludes amounts related to amortization, depreciation, and stock-based compensation, as applicable.
21

NEOGENOMICS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NeoGenomics, Inc., a Nevada corporation (referred to individually as the “Company” or collectively with its subsidiaries as “NeoGenomics,” “we,” “us,” or “our,” in this Quarterly Report) is the registrant for SEC reporting purposes. Our common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “NEO”.
Introduction
The following discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and the notes thereto included herein. The information contained below includes statements of the Company’s or Management’s beliefs, expectations, goals and plans that, if not historical, are forward-looking statements subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. For a discussion on forward-looking statements, see the information set forth in the introductory note to this Quarterly Report on Form 10-Q under the caption “Forward-Looking Statements,” which information is incorporated herein by reference.
Overview
NeoGenomics provides a wide range of oncology diagnostic testing and consultative services including technical laboratory services and professional interpretation of laboratory test results by licensed physicians or molecular experts who specialize in pathology and oncology. We operate a network of cancer-focused testing laboratories in the United States and the United Kingdom. Our mission is to save lives by improving patient care. Our vision is to become the world’s leader in cancer testing, information, and decision support by providing uncompromising quality, exceptional service, and innovative solutions.
As of March 31, 2026, the Company operated College of American Pathologists (“CAP”) accredited and Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certified laboratories in Fort Myers, Florida; Aliso Viejo and Carlsbad, California; Durham, North Carolina; Ramsey, New Jersey; and Houston, Texas; and an International Organization for Standardization (“ISO”) certified, CAP accredited full-service, sample-processing laboratory in Cambridge, United Kingdom. We also have several, small, non-processing laboratory locations across the United States for providing analysis services. We currently offer the following types of testing services:
•Cytogenetics (“karyotype analysis”) – the study of normal and abnormal chromosomes and their relationship to disease. Cytogenetics involves analyzing the chromosome structure to identify changes from patterns seen in normal chromosomes. Cytogenetic studies are often performed to provide diagnostic, prognostic and occasionally predictive information for patients with hematological malignancies.
•Fluorescence In-Situ Hybridization (“FISH”) – a molecular cytogenetic technique that focuses on detecting and localizing the presence or absence of specific DNA sequences and genes on chromosomes. The technique uses fluorescent probes that bind to only those parts of the chromosome with which they show a high degree of sequence similarity. Fluorescence microscopy is used to visualize the fluorescent probes bound to the chromosomes. FISH can be used to help identify numerous types of gene alterations, including amplifications, deletions, and translocations.
•Flow cytometry – a technique utilized to measure the characteristics of cell populations. Typically performed on liquid samples such as peripheral blood and bone marrow aspirate, it may also be performed on solid tissue samples such as lymph nodes after additional processing steps. Cells are labeled with selective fluorescent antibodies and analyzed as they flow in a fluid stream through a beam of light. The properties measured include the relative size, relative granularity or internal complexity, and relative fluorescence intensity. These fluorescent antibodies bind to specific cellular antigens and are used to identify abnormal and/or malignant cell populations. Flow cytometry is typically utilized in diagnosing a wide variety of hematopoietic and lymphoid neoplasms.
•Immunohistochemistry (“IHC”) and Digital Imaging – the process of localizing cellular proteins in tissue sections and relies on the principle of antigen-antibody binding. IHC is widely used in the characterization of abnormal cells such as those found in cancer. Specific surface membrane, cytoplasmic, or nuclear markers may be identified. IHC is also widely used to understand the distribution and localization of differentially expressed proteins. Digital imaging allows clients to visualize scanned slides and also facilitates quantitative analysis for certain stains. Scanned slides are received online in real time and can be previewed often a full day before the glass slides can be shipped back to clients.
•Molecular Residual Disease (“MRD”) testing – advanced molecular and flow-based testing designed to detect very low levels of residual malignant cells that remain after treatment and are below the threshold of conventional diagnostic methods. MRD testing is used to assess treatment response, evaluate disease recurrence risk, and support clinical decision-making insolid tumors and hematologic malignancies. NeoGenomics’ MRD capabilities include highly sensitive assays leveraging next-generation sequencing (“NGS”) and flow cytometry technologies.
•Molecular testing – a rapidly growing field that includes a broad range of laboratory techniques utilized in cancer testing. Most molecular techniques rely on the analysis of DNA and/or RNA, in order to identify genetic alterations
22

NEOGENOMICS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
associated with disease. Common molecular testing technologies include DNA fragment length analysis; polymerase chain reaction (“PCR”) analysis; reverse transcriptase polymerase chain reaction (“RT-PCR”) analysis; real-time (or quantitative) polymerase chain reaction (“qPCR”) analysis; Sanger sequencing analysis; and NGS analysis.
•Morphologic analysis – the process of analyzing cells under the microscope by a pathologist, usually for the purpose of diagnosis. Morphologic analysis may be performed on a wide variety of samples, such as peripheral blood, bone marrow, lymph nodes, and other organs such as lung, breast, etc. The services provided at NeoGenomics may include primary diagnosis, in which a sample is received for processing and our pathologists provide the initial diagnosis; or may include secondary consultations, in which slides and/or tissue blocks are received from an outside institution for second opinion. In the latter setting, the expert pathologists at NeoGenomics assist our client pathologists on their most difficult and complex cases.
Reportable Segment
We operate under a single segment that encompasses a comprehensive range of services. This approach aims to streamline our operations and enhance our service offerings to our diverse client base, which includes community-based pathology and oncology practices, hospital pathology labs, reference labs, academic centers, and pharmaceutical companies.
Revenue Streams
Our revenue streams include:
•Clinical cancer testing;
•Interpretation and consultative services;
•Molecular and NGS testing;
•MRD testing;
•Comprehensive technical and professional services offering;
•Third-party clinical trials and research support services;
•Validation laboratory services; and
•Oncology data solutions.
Service Offerings
Our clinical cancer testing services are designed to complement the work of community-based pathologists and oncologists, allowing them to expand their testing capabilities without significant investment in new technology or personnel. We offer both technical component (“TC” or “tech-only”) and professional component (“PC”) services, enabling our clients to participate in the diagnostic process. These services are designed to be a natural extension of, and complementary to, the services that clients perform within their own practices.
We believe our relationship as a non-competitive partner to community-based pathology practices, hospital pathology labs, reference labs, and academic centers empowers them to expand their breadth of testing. We believe this enables them to provide a menu of services that could match or exceed the level of service found in any center of excellence around the world. Community-based pathology practices and hospital pathology labs may order certain testing services on a TC basis, allowing them to participate in the diagnostic process by performing the PC interpretation services without having to hire laboratory technologists or purchase sophisticated equipment needed for the TC testing.
We also support our pathology clients with interpretation and consultative services using our own specialized team of pathologists for difficult or complex cases, as well as provide overflow interpretation services when requested. For oncology and other clinician practices that prefer a direct relationship with a laboratory for cancer-related genetic testing services, we typically offer a comprehensive service where we perform both the TC and PC components of tests. Larger clinician practices internalizing pathology interpretation services can benefit from our tech-only service offering, allowing them to participate in this diagnostic process while we handle the more complex molecular testing services.
We are a leading provider of Heme oncology diagnostic testing, which includes molecular and NGS testing, and one of the key providers of solid tumor NGS testing solutions in the United States. These tests are interpreted by our team of molecular experts and are often ordered in conjunction with other testing modalities. NGS panels, one of our fastest-growing testing areas, enable clients to receive significant biomarker information from limited samples. These comprehensive panels can allow for faster treatment decisions for patients as compared to a series of single-gene molecular tests being ordered sequentially. Our broad molecular testing menu includes our PanTracer portfolio (PanTracer Tissue, PanTracer Tissue + HRD, PanTracer LBx) and
23

NEOGENOMICS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Neo Comprehensive panels (Neo Comprehensive Heme Cancers and Neo Comprehensive Myeloid Disorders), which are applied across a broad range of cancer types, and NeoTYPE panels which target select genes relevant to a particular cancer type. Additionally, we have molecular-only and comprehensive NGS-targeted panels, which combine DNA and RNA into a single workflow. This approach captures a full spectrum of genomic alterations, including mutations, fusions, copy number variations, and splicing mutations, as well as tumor mutation burden (“TMB”) and microsatellite instability (“MSI”) for solid tumors. These tests are complemented by IHC and FISH tests when necessary.
This comprehensive molecular test menu allows our clients to obtain most of their molecular oncology testing needs satisfied from our laboratory. This is attractive to our clients as patient samples do not need to be split and then managed across several laboratories. The acquisition of Inivata in June 2021 enhanced our capabilities with oncology liquid biopsy technology including RaDaR®, which is designed to detect MRD and recurrence in plasma samples from patients with solid tumor malignancies. These molecular laboratory and NGS capabilities are expected to drive growth in the coming years.
Our specialized pharmaceutical development services support pharmaceutical firms (“sponsors”) through the provision of laboratory testing, biomarker analysis, data generation, and related scientific support services in connection with sponsor-led research studies and clinical trials. These services may include assay development, analytical testing, sample analysis, and data reporting performed in accordance with applicable regulatory and quality standards. NeoGenomics does not sponsor, conduct, or control clinical trials, and sponsors retain responsibility for study design, regulatory submissions, trial conduct, and clinical decision-making.
These services provide comprehensive support in oncology programs, including biomarker discovery, study design, and clinical trial testing. We aim to help clients discover the right content, refine biomarker strategies, and develop effective pathways for clinical trial testing. Our oncology data solutions, which involve the licensing of de-identified data to pharmaceutical and biotech customers in the form of either retrospective records or prospective deliveries of data, are designed to leverage our unique market position to solve real-world problems, such as identifying patients for clinical trials or providing clinical decision support tools for physicians and providers. This integration aligns with our broader service offerings to provide seamless, comprehensive support for both clinical and pharmaceutical clients.
Strategic Focus
We aim to provide a seamless and integrated service offering to our clients. Our operating approach allows us to leverage our expertise in oncology and molecular diagnostics to support both clinical and pharmaceutical clients more effectively. Our commitment to connecting patients with life-altering therapies and trials remains a core focus. We have invested in leading technologies to secure data and maintain transparency and choice for patients through our Notice of Privacy Practices.
2026 Focus Areas:
We are committed to sustainable growth while transforming cancer care for patients and providers and enabling the delivery of precision oncology into the community care setting. Our focus for 2026 is to sustain a purpose driven culture that maintains excellence in service and performance while growing through targeted innovation and to further extend our market relevance in the areas of therapy selection and MRD. We expect the following initiatives to allow the Company to continue on its path to becoming one of the world’s leading comprehensive cancer testing companies, catering primarily to patients receiving their care in the community setting:
Next Generation Precision Diagnostic Testing Solutions
•Drive targeted product launches in therapy selection and MRD through our launch excellence program; and
•Execute on focused investment programs in solid tumor Next Generation MRD assay targeting ultra-sensitive testing.
Our Community Channel Strength
•Continue purposeful expansion into the community oncology market, leveraging the strategic position that we've established with community hospitals; and
•Deliberately leverage partnerships to expand our market presence and accelerate our topline growth.
Optimize and Win the Customer Experience
•Maintain our focus on driving operational efficiency through automation, process improvement and platform upgrades; and
•Continually improve the customer experience as a key competitive differentiator.
Enhance Our People and Culture
•Enhance our Neo Culture through increased accountability and improved cross-functional collaboration.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Competitive Strengths
In addition to the competitive strengths discussed below, we believe that our superior testing technologies and instrumentation, laboratory information systems, client education programs and domestic and international operations also differentiate NeoGenomics from its competitors.
Turnaround Times
We consistently focus on improving turnaround times for test results to our clients nationwide. By providing information to our clients in a timely manner, physicians can begin treating their patients as soon as possible. Timeliness of results from our clinical services is a driver of additional testing requests by referring physicians. Turnaround times allow for the performance of other adjunctive tests within an acceptable diagnosis window in order to augment or confirm results and more fully inform treatment options. Additionally, we believe that our rapid turnaround time on testing and our project milestones are key factors in our pharmaceutical development services.
Comprehensive Oncology-Focused Test Menu
We offer a comprehensive suite of technical and professional interpretation services to meet the needs of clients who are not credentialed and/or trained in interpreting various testing modalities and who require NeoGenomics' pathology specialists to interpret their testing results. In our global service offerings, our lab performs the technical component of testing and our MDs and PhDs provide the professional component of testing by interpreting the results of those tests. Our professional staff is also available for post-test consultative services. Clients using our global service offering rely on the expertise of our medical team to give them the answers they need in a timely manner to help inform their diagnoses and treatment decisions.
Our Molecular and NGS test menus provide clients with the ability to order single gene molecular tests, targeted NeoTYPE panels that include the relevant and actionable genes for a particular cancer type, and the PanTracer portfolio and Neo Comprehensive panels, which include a broader range of genes and may be utilized in many different cancer types. Additionally, we offer a full range of sequencing testing, including whole exome sequencing as part of our pharmaceutical development services.
National Direct Sales Force
Our direct sales force has been trained extensively in cancer genetic testing and consultative selling skills to service the needs of clients. Our clinical services sales team is organized into ten regions in the United States – Northeast, Pacific North, South Central, South East, West, Mid-Atlantic, Mountain, Central, Great Lakes and Florida. Our sales team is focused on value-based care solutions and end-to-end client experience as a growth driver. For our pharmaceutical development services, we have a dedicated team of business development specialists who are experienced in working with sponsors and helping them with the testing needs of their pre-clinical development projects as well as Phase I, II and III studies. Our Oncology Data Solutions sales team is account focused and partners with sponsors in the Pharmaceutical and Biotech setting by providing data assets which support pre-clinical and commercial targeting and decision making. All sales representatives utilize our custom Customer Relationship Management System (“CRM”) to manage their territories, and we have integrated the key customer care functionality within our Laboratory Information Management System (“LIMS”) into the CRM so that our sales representatives can stay informed of emerging issues and opportunities within their areas of business. Our in-house customer care team is aligned with our field sales team to serve the needs of our clients by utilizing the same LIMS and CRM. Our field teams have transparency to see when a client calls the laboratory, the reason for the call and the resolution, and determine if face-to-face interaction is needed for follow-up. Our sales force educates clients on new test offerings and their proper utilization, and our representatives are often seen as trusted advisors by our clients.
Seasonality and Other Factors Affecting the Business
The majority of our clinical testing volume is dependent on patients being treated by hematology/oncology professionals and other healthcare providers. The volume of our testing services generally declines modestly during the summer vacation season, year-end holiday periods and other major holidays, particularly when those holidays fall during the middle of the week. In addition, the volume of our testing tends to decline due to extreme adverse weather conditions, such as excessively hot or cold spells, heavy snow, and hurricanes or tornadoes in certain regions, consequently reducing revenues and cash flows in any affected period.
For our pharmaceutical development services, we enter into both short-term and long-term contracts, ranging from one month to several years. While the volume of this testing is not as directly affected by seasonality as described above, the testing volume does vary based on the terms of the contract. Our volumes are often based on how quickly sponsors can get patient enrollees for their trials and seasonality can impact how quickly patients are enrolled. Many of our long-term contracts contain specific performance obligations where the testing is performed on a specific schedule. In addition, this results in backlog that can be significant and highly dependent on pharmaceutical clinical trial enrollment.
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NEOGENOMICS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Due to multiple factors, including the timing of product launches and investments we make in our business, and the annual reset of patient deductibles, our revenue often increases over the course of the year, such that a modestly greater portion of our revenue is generated in the third and fourth quarters.
In addition, we are monitoring the effects of recently implemented tariffs and the potential imposition of modified or additional tariffs. We may experience increased supply chain challenges and customer demand uncertainty due to rapid changes in global trade policies, which may impact our net sales and profitability.
Laboratory Developed Tests
The FDA has regulatory responsibility over instruments, test kits, reagents, and other medical devices used by clinical laboratories to perform diagnostic testing. High complexity and CLIA-certified laboratories such as ours frequently develop testing procedures intended exclusively for use by the developing laboratory to provide diagnostic results to customers. These tests are referred to as LDTs. The regulatory framework governing LDTs is evolving, complex, and has been the subject of ongoing debate. LDTs are subject to CMS oversight through its enforcement of CLIA. The FDA has also claimed regulatory authority over LDTs but has historically exercised enforcement discretion with regard to most LDTs offered by CLIA-certified laboratories performing high complexity tests, and has not subjected these tests to FDA rules and regulations governing medical devices, including premarket review requirements.
On May 6, 2024, the FDA published a final rule on the regulation of Laboratory Developed Tests (“LDTs”) which amended the FDA's regulations to make explicit that LDT's are devices under the Federal Food, Drug, and Cosmetic Act (“FD&C Act”). As part of that final rule, the FDA issued a policy to phase out, over the course of four years, its general enforcement discretion approach to LDTs and also issued targeted enforcement discretion policies for certain categories of LDTs.
On May 29, 2024, the American Clinical Laboratory Association (“ACLA”) filed a lawsuit against the FDA in the United States District Court for the Eastern District of Texas, challenging the FDA's final rule. A similar lawsuit was also filed by the Association for Molecular Pathology and that case has been consolidated with the ACLA action. On March 31, 2025, the U.S. District Court for the Eastern District of Texas vacated the FDA's final rule in its entirety, ruling that the FDA exceeded its statutory authority under the FD&C Act. As a result of this decision, the final rule will not take effect, and LDTs will continue to be regulated under the existing regulatory frameworks. Notwithstanding the court’s decision, future legislative, regulatory, or administrative actions could reintroduce FDA oversight of certain LDTs, which could increase compliance obligations and costs.
It is possible that changes to FDA’s regulatory approach, whether triggered by legislation, the current presidential administration, or otherwise, may result in increased regulatory burdens and costs for us, including requiring us to seek marketing authorization for and maintain ongoing compliance for our existing tests, any modifications thereto, or any future tests we may develop. If the government begins to regulate our tests, it could require a significant volume of applications, which would be burdensome and potentially costly. Furthermore, governmental bodies could take a long time to review such applications and/or document responses if other laboratories were also required to file applications and/or document responses for each of their LDTs. In addition, we could be required to conduct clinical trials in order to support required applications, which could add cost, delay and uncertainty to the process of bringing our tests to market and maintaining compliance of our marketed tests.
Our laboratory in Cambridge, United Kingdom does not conduct studies regulated by Good Laboratory Practice or Good Clinical Practice. To hold human tissues for research and development purposes, the laboratory is registered with the UK Human Tissue Authority. Research studies conducted at the Cambridge laboratory have involved the use of in vitro diagnostic medical devices that may bear a European Conformity mark; however, these studies are not intended to provide clinical diagnoses or guide treatment for individual patients within the National Health Service or other healthcare settings. Instead, such studies are conducted solely for research purposes.
Results of Operations for the Three Months Ended March 31, 2026 as Compared to the Three Months Ended March 31, 2025
Revenue
The consolidated revenue for the three months ended March 31, 2026 and 2025, are as follows:

|  | Three Months Ended March 31, |  |
($ in thousands) |  | 2026 |  | 2025 |  | $ Change |  | % Change |  |  |  |  |  |  |  |
Revenue |  | $ | 186,672 |  |  | $ | 168,035 |  |  | $ | 18,637 |  |  | 11.1 | % |  |  |  |  |  |  |  |

Revenue for the three months ended March 31, 2026 increased $18.6 million or 11.1%, as compared to 2025. Increases in revenue primarily reflect an increase in test volumes, a shift to higher value tests, and the positive impact of strategic
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NEOGENOMICS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
reimbursement initiatives. Revenues from the Pathline acquisition also contributed to revenue growth, which was partially offset by lower non-clinical revenue due to macro clinical trial trends in the pharmaceutical industry.
Cost of Revenue and Gross Profit
Cost of revenue includes compensation and benefit costs for performing tests, maintenance and/or depreciation of laboratory equipment, rent for laboratory facilities, laboratory reagents, probes and supplies, delivery and courier costs relating to the transportation of specimens to be tested, amortization for acquired intangible assets, and stock-based compensation.
The consolidated cost of revenue and gross profit metrics for the three months ended March 31, 2026 and 2025 are as follows:

|  | Three Months Ended March 31, |  |
($ in thousands) |  | 2026 |  | 2025 |  | $ Change |  | % Change |  |  |  |  |  |  |  |
Cost of revenue(1): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of revenue |  | $ | 105,808 |  |  | $ | 94,789 |  |  | $ | 11,019 |  |  | 11.6 | % |  |  |  |  |  |  |  |
Cost of revenue as a % of revenue |  | 56.7% |  | 56.4% |  |  |  |  |  |  |  |  |  |  |  |
Gross profit: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total gross profit |  | $ | 80,864 |  |  | $ | 73,246 |  |  | $ | 7,618 |  |  | 10.4 | % |  |  |  |  |  |  |  |
Gross profit margin |  | 43.3% |  | 43.6% |  |  |  |  |  |  |  |  |  |  |  |

(1) Cost of revenue for the three months ended March 31, 2026 includes $4.6 million of amortization of acquired intangible assets and $0.3 million of stock-based compensation. Cost of revenue for the three months ended March 31, 2025 includes $4.9 million of amortization of acquired intangible assets and $0.4 million of stock-based compensation.
Consolidated cost of revenue increased 11.6% for the three months ended March 31, 2026 as compared to 2025. This increase was primarily due to a $5.3 million increase in supplies expense, $5.0 million in higher compensation and benefit costs, and a $0.6 million increase in postage and shipping costs partially offset by $0.7 million decrease in depreciation expense.
Gross profit margin for the three months ended March 31, 2026 was 43.3%, compared to 43.6% in the same period of 2025. For the three months ended March 31, 2026, the decrease of 0.3% was primarily related to an increase in supplies expense and higher compensation and benefit costs partially offset by the increase in revenue.
General and Administrative Expenses
General and administrative expenses consist of compensation and benefit costs for our executive, billing, finance, human resources, information technology, and other administrative personnel, as well as stock-based compensation. We also allocate professional services, facilities expense, IT infrastructure costs, depreciation, amortization, and other administrative-related costs to general and administrative expenses.
Consolidated general and administrative expenses for the periods presented are as follows:

|  | Three Months Ended March 31, |  |
($ in thousands) |  | 2026 |  | 2025 |  | $ Change |  | % Change |  |  |  |  |  |  |  |
General and administrative |  | $ | 65,741 |  |  | $ | 68,207 |  |  | $ | (2,466) |  |  | (3.6) | % |  |  |  |  |  |  |  |
As a % of revenue |  | 35.2 | % |  | 40.6 | % |  |  |  |  |  |  |  |  |  |  |  |

General and administrative expenses decreased $2.5 million for the three months ended March 31, 2026, when compared to the same period in 2025. This decrease was primarily due to a $4.3 million decrease in non-recurring legal and transaction costs, and a $0.8 million decrease in compensation and benefit costs. These decreases were partially offset by an increase of $1.5 million in technology and equipment costs, an increase of $0.6 million in facilities costs, and an increase of $0.3 million in recruiting costs.
Research and Development Expenses
Research and development expenses relate to costs of developing new proprietary and non-proprietary genetic tests, including compensation and benefit costs, maintenance of laboratory equipment, laboratory supplies (reagents), and outside consultants and experts assisting our research and development team, as well as stock-based compensation. Research and development expenses are presented net of research and development tax and expenditure credits from the U.K. government, which are recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied with any conditions attached and will receive the reimbursement.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Consolidated research and development expenses for the periods presented are as follows:

|  | Three Months Ended March 31, |  |
($ in thousands) |  | 2026 |  | 2025 |  | $ Change |  | % Change |  |  |  |  |  |  |  |
Research and development |  | $ | 9,534 |  |  | $ | 10,181 |  |  | $ | (647) |  |  | (6.4) | % |  |  |  |  |  |  |  |
As a % of revenue |  | 5.1 | % |  | 6.1 | % |  |  |  |  |  |  |  |  |  |  |  |

Research and development expenses decreased $0.6 million for the three months ended March 31, 2026 when compared to the same period in 2025. This decrease was primarily due to a $0.3 million decrease in supplies expense, a $0.2 million decrease in study fees, a $0.2 million decrease in professional fees, and a $0.1 million decrease in equipment maintenance fees. These decreases were partially offset by an increase of $0.2 million in compensation and benefit costs.
We anticipate research and development expenditures will increase in the future as we continue to invest in development activities for innovation projects and bringing new tests to market.
Sales and Marketing Expenses
Sales and marketing expenses are primarily attributable to employee-related costs including sales management, sales representatives, sales and marketing consultants, marketing and client service personnel, and stock-based compensation.
Consolidated sales and marketing expenses for the periods presented are as follows:

|  | Three Months Ended March 31, |  |
($ in thousands) |  | 2026 |  | 2025 |  | $ Change |  | % Change |  |  |  |  |  |  |  |
Sales and marketing |  | $ | 23,830 |  |  | $ | 22,683 |  |  | $ | 1,147 |  |  | 5.1 | % |  |  |  |  |  |  |  |
As a % of revenue |  | 12.8 | % |  | 13.5 | % |  |  |  |  |  |  |  |  |  |  |  |

Sales and marketing expenses increased $1.1 million for the three months ended March 31, 2026 when compared to the same period in 2025. This increase was primarily due to a $0.6 million increase in compensation and benefit costs due to the expansion of our sales force, an increase in subscription fees of $0.3 million, and an increase in professional fees of $0.2 million.
We expect higher commissions expense in the coming quarters as we expand our sales representative force and our sales representatives generate new business. We expect our sales and marketing expenses over the long term to align with changes in revenue and we continue to evaluate the effectiveness of our incentive compensation plans.
Interest Income
Interest income for the three months ended March 31, 2026 and 2025 is as follows:

|  | Three Months Ended March 31, |  |
($ in thousands) |  | 2026 |  | 2025 |  | $ Change |  | % Change |  |  |  |  |  |  |  |
Interest income |  | $ | 1,273 |  |  | $ | 3,721 |  |  | $ | (2,448) |  |  | (65.8) | % |  |  |  |  |  |  |  |

Interest income was $1.3 million for the three months ended March 31, 2026, compared to income of $3.7 million for the same period in 2025. Interest income includes interest earned on funds held in our cash equivalent and marketable securities accounts. The decrease in interest income for the three months ended March 31, 2026 was primarily due to a reduction in the average balance of invested cash and a lower interest rate environment when compared to the same periods in 2025.
For further details regarding our investments in marketable securities, please refer to Note 4. Fair Value Measurements in the accompanying notes to the unaudited Consolidated Financial Statements.
Interest Expense
Interest expense for the three months ended March 31, 2026 and 2025 is as follows:

|  | Three Months Ended March 31, |  |
($ in thousands) |  | 2026 |  | 2025 |  | $ Change |  | % Change |  |  |  |  |  |  |  |
Interest expense |  | $ | 598 |  |  | $ | 1,618 |  |  | $ | (1,020) |  |  | (63.0) | % |  |  |  |  |  |  |  |

Interest expense was $0.6 million for the three months ended March 31, 2026, compared to expense of $1.6 million for the same period in 2025. Interest expense for the three months ended March 31, 2026 and 2025 primarily reflects the effective interest rates on the 2028 Convertible Notes and the 2025 Convertible Notes, which are 0.70% and 1.96%, respectively. Interest
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
on the 2028 Convertible Notes and 2025 Convertible Notes began accruing upon issuance and is payable semi-annually. These decreases are primarily attributable to the maturity and settlement of the Company's 2025 Convertible Notes during the second quarter of 2025.
For further details regarding the convertible notes please refer to Note 6. Debt in the accompanying notes to the Consolidated Financial Statements.
Net Loss Per Share
The following table provides consolidated net loss for each period along with the computation of basic and diluted net loss per share for the three months ended March 31, 2026 and 2025 (in thousands, except net loss per share data):

|  | Three Months Ended March 31, |  |
|  | 2026 |  | 2025 |  |  |  |
NET LOSS |  | $ | (17,106) |  |  | $ | (25,923) |  |  |  |  |
Basic weighted average shares outstanding |  | 129,166 |  | 127,376 |  |  |  |
Diluted weighted average shares outstanding |  | 129,166 |  | 127,376 |  |  |  |
Basic net loss per share |  | $ | (0.13) |  |  | $ | (0.20) |  |  |  |  |
Diluted net loss per share |  | $ | (0.13) |  |  | $ | (0.20) |  |  |  |  |

Non-GAAP Measures
Use of Non-GAAP Financial Measures
In order to provide greater transparency regarding our operating performance, the financial results and financial guidance in this Quarterly Report on Form 10-Q refer to certain non-GAAP financial measures that involve adjustments to GAAP results. Non-GAAP financial measures exclude certain income and/or expense items that management believes are not directly attributable to the Company’s core operating results and/or certain items that are inconsistent in amounts and frequency, making it difficult to perform a meaningful evaluation of our current or past operating performance. Management believes that the presentation of operating results using non-GAAP financial measures provides useful supplemental information to investors by facilitating the analysis of the Company’s core test-level operating results across reporting periods. These non-GAAP financial measures may also assist investors in evaluating future prospects. Management also uses non-GAAP financial measures for financial and operational decision making, planning and forecasting purposes and to manage the business. These non-GAAP financial measures do not replace the presentation of financial information in accordance with U.S. GAAP financial results, should not be considered measures of liquidity, and are unlikely to be comparable to non-GAAP financial measures provided by other companies.
Definitions of Non-GAAP Measures
Non-GAAP Adjusted EBITDA
“Adjusted EBITDA” is defined by NeoGenomics as net (loss) income from continuing operations before: (i) interest income, (ii) interest expense, (iii) income tax (benefit) or expense, (iv) depreciation and amortization expense, (v) stock-based compensation expense, and, if applicable in a reporting period, (vi) CEO transition costs, (vii) acquisition and integration related expenses, (viii) intellectual property (“IP”) litigation costs, and (ix) other significant or non-operating (income) or expenses, net.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a reconciliation of GAAP net loss to Non-GAAP EBITDA and Adjusted EBITDA for the three months ended March 31, 2026 and 2025:

|  | Three Months Ended March 31, |  |
($ in thousands) |  | 2026 |  | 2025 |  |  |  |
Net loss (GAAP) |  | $ | (17,106) |  |  | $ | (25,923) |  |  |  |  |
Adjustments to net loss: |  |  |  |  |  |  |  |
Interest income |  | (1,273) |  |  | (3,721) |  |  |  |  |
Interest expense |  | 598 |  |  | 1,618 |  |  |  |  |
Income tax (benefit) expense |  | (472) |  |  | 266 |  |  |  |  |
Depreciation |  | 8,780 |  |  | 9,366 |  |  |  |  |
Amortization of intangibles |  | 7,633 |  |  | 8,362 |  |  |  |  |
EBITDA (non-GAAP) |  | $ | (1,840) |  |  | $ | (10,032) |  |  |  |  |
Further adjustments to EBITDA: |  |  |  |  |  |  |  |
CEO transition costs(1) |  | — |  |  | 2,193 |  |  |  |  |
Acquisition and integration related expenses(2) |  | 806 |  |  | 1,172 |  |  |  |  |
Stock-based compensation expense |  | 9,636 |  |  | 10,754 |  |  |  |  |
IP litigation costs(3) |  | — |  |  | 2,983 |  |  |  |  |
Other significant expenses, net(4) |  | 402 |  |  | — |  |  |  |  |
Adjusted EBITDA (non-GAAP) |  | $ | 9,004 |  |  | $ | 7,070 |  |  |  |  |

(1) For the three months ended March 31, 2025, CEO transition costs include severance costs, executive retention costs, and executive search costs. There were no such costs for the three months ended March 31, 2026.
(2) For the three months ended March 31, 2026, acquisition and integration related expenses include severance costs. For the three months ended March 31, 2025, acquisition and integration related expenses include legal and consulting costs.
(3) For the three months ended March 31, 2025, IP litigation costs include legal fees. There were no such costs for the three months ended March 31, 2026.
(4) For the three months ended March 31, 2026, other significant (income) expenses, net, includes executive retention costs, severance costs, and fees related to non-recurring legal matters. There were no such costs for the three months ended March 31, 2025.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
To date, we have financed our operations primarily through cash generated from operations, public and private sales of debt and equity securities, and bank debt borrowings.
The following table presents a summary of our consolidated cash flows for operating, investing and financing activities for the three months ended March 31, 2026 and 2025 as well as balances of cash and cash equivalents and working capital:

|  | Three Months Ended March 31,
($ in thousands) |  | 2026 |  | 2025
Net cash (used in) provided by: |  |  |  |
Operating activities |  | $ | (8,137) |  |  | $ | (25,327) |
Investing activities |  | (5,000) |  |  | 3,560 |
Financing activities |  | (338) |  |  | 949 |
Net change in cash and cash equivalents |  | (13,475) |  |  | (20,818) |
Cash and cash equivalents, beginning of period |  | 159,618 |  |  | 367,012 |
Cash and cash equivalents, end of period |  | $ | 146,143 |  |  | $ | 346,194 |
Working Capital (1), end of period |  | $ | 289,094 |  |  | $ | 294,237 |

(1) Defined as current assets less current liabilities.
Cash Flows from Operating Activities
Cash used in operating activities during the three months ended March 31, 2026 was $8.1 million compared to cash used in operating activities of $25.3 million in the same period in 2025. This $17.2 million decrease was primarily driven by our operating results (net loss adjusted for depreciation, amortization of intangibles, and other non-cash charges), which resulted in a $6.2 million decrease in cash used by operating activities year-over-year and a $11.0 million decrease in cash used resulting from net changes in operating assets and liabilities. The decrease in cash used related to our operating activities was primarily driven by an improvement in gross profit of $7.6 million. In addition, timing of cash receipts and cash payments in the ordinary course of business caused operating cash flow to fluctuate from period to period.
Cash Flows from Investing Activities
During the three months ended March 31, 2026, cash used in investing activities was $5.0 million compared to cash provided by investing activities of $3.6 million in the same period in 2025. This change was primarily due to a $8.1 million decrease in proceeds from maturities of marketable securities.
Cash Flows from Financing Activities
During the three months ended March 31, 2026, cash used in financing activities was $0.3 million compared to cash provided by financing activities of $0.9 million in the same period in 2025. The primary reason for the decrease in cash provided by financing activities year-over-year was the timing of cash payments for stock option exercises which can fluctuate from period to period.
Liquidity Outlook
We had $146.1 million in unrestricted cash and cash equivalents as of March 31, 2026 available to support current operational liquidity needs. We anticipate that the cash on hand and cash collections are sufficient to fund our near-term capital, and operating needs for at least the next 12 months. Operating needs include, but are not limited to, the planned costs to operate our business, including amounts required to fund working capital, capital expenditures, continued research and development efforts, and potential strategic acquisitions and investments.
Capital Expenditures
We forecast capital expenditures in order to execute on our business plan and maintain growth; however, the actual amount and timing of such capital expenditures will ultimately be determined by the volume of business. We currently anticipate that our capital expenditures for the year ending December 31, 2026 will be in the range of $30.0 million to $35.0 million. During the three months ended March 31, 2026, we purchased, with cash, approximately $5.0 million of capital equipment, software and leasehold improvements. We have funded and plan to continue funding these capital expenditures with cash and financing.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. Please refer to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 2. Summary of Significant Accounting Policies, in the accompanying notes to the unaudited Consolidated Financial Statements for a complete description of our significant accounting policies.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks, including changes in interest rates and foreign currency exchange rates.
Interest Rate Risk
In January 2021, we issued $345.0 million aggregate principal amount of the 2028 Convertible Notes. The 2028 Convertible Notes have a fixed annual interest rate of 0.25%; therefore, we do not have economic interest rate exposure with respect to the 2028 Convertible Notes. However, the fair value of the 2028 Convertible Notes is exposed to interest rate risk. Generally, the fair market value will increase as interest rates fall and decrease as interest rates rise. In addition, the fair value is affected by our common stock price. The fair value will generally increase as our common stock price increases and will generally decrease as our common stock price declines. We carry the 2028 Convertible Notes at face value less unamortized debt discount and debt issuance costs on our balance sheet, and we present the fair value for required disclosure purposes only.
Foreign Currency Exchange Risk
We have operations in Cambridge, United Kingdom. Our international revenues and expenses denominated in foreign currencies (primarily British Pounds), expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar. We do not hedge foreign currency exchange risks and do not currently believe that these risks are significant.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our Management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, Management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As required by SEC Rule 15d-15, our Management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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NEOGENOMICS, INC.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time the Company is engaged in legal proceedings, including proceedings that arise in the ordinary course of business. For further information on legal proceedings, please refer to Note 11. Commitments and Contingencies, in the notes to the unaudited Consolidated Financial Statements.
ITEM 1A. RISK FACTORS
You should carefully consider each of the risk factors described in Part I, Item 1A, “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 17, 2026, as well as the other information set forth in this Quarterly Report on Form 10-Q.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table sets forth information concerning our purchases of common stock for the periods indicated:

Period of Repurchase | Total Number of Shares Purchased(1) |  | Average Price Paid per Share |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |  | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 1, 2026 - January 31, 2026 | 324 |  |  | $ | 12.66 |  |  | — |  |  | — |
February 1, 2026 - February 28, 2026 | 3,124 |  |  | $ | 11.66 |  |  | — |  |  | — |
March 1, 2026 - March 31, 2026 | 474 |  |  | $ | 9.83 |  |  | — |  |  | — |
Total | 3,922 |  |  |  |  | — |  |  | — |

(1) The Company's 2023 Equity Incentive Plan (the “2023 Plan”) was adopted on May 25, 2023 and amended on May 22, 2025. The 2023 Plan replaced the Amended and Restated Equity Incentive Plan, as most recently amended on May 25, 2017 (the “Prior Plan”). Both the 2023 Plan and the Prior Plan allow participants to surrender already-owned shares having a fair market value equal to the required withholding tax related to the vesting of restricted stock. Pursuant to a share withholding election made by participants in connection with the vesting of such awards, all of which were outside of a publicly announced repurchase plan, we acquired from such participants the shares noted in the table above to satisfy tax withholding obligations related to the vesting of their restricted stock. The average prices listed in the above table are averages of the fair market prices at which we valued shares withheld for purposes of calculating the number of shares to be withheld.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Insider Trading Plans
During the quarter ended March 31, 2026, the following director adopted a Rule 10b5-1 trading arrangement as defined in Regulation S-K Item 408, as follows:
On March 10, 2026, Lynn Tetrault, our Chair of the Board, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 5,308 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is estimated to be from June 9, 2026 until February 28, 2027, or earlier if all transactions under the trading arrangement are completed.
No other officers or directors, as defined in Rule 16a-1(f), adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as defined in Regulation S-K Item 408, during the last fiscal quarter.
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NEOGENOMICS, INC.
ITEM 6. EXHIBITS

Exhibit Number |  | Description of Exhibit |  | Location
10.1 |  | Special Advisor Agreement between NeoGenomics, Inc. and Jeffrey Sherman, effective April 14, 2026 |  | Provided herewith.
31.1 |  | Certification by Principal Executive Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | Provided herewith.
31.2 |  | Certification by Principal Financial Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | Provided herewith.
32.1 |  | Certification by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | Provided herewith.
101.INS |  | XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |  | Provided herewith.
101.SCH |  | XBRL Taxonomy Extension Schema Document |  | Provided herewith.
101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document |  | Provided herewith.
101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document |  | Provided herewith.
101.LAB |  | XBRL Taxonomy Extension Labels Linkbase Document |  | Provided herewith.
101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document |  | Provided herewith.
104 |  | Cover Page Interactive File (formatted as inline XBRL and contained within Exhibit 101) |  | Provided herewith.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 28, 2026 |  | NEOGENOMICS, INC.
|  | By: |  | /s/ Anthony Zook
|  | Name: |  | Anthony Zook
|  | Title: |  | Director and Chief Executive Officer
|  | By: |  | /s/ Abhishek Jain
|  | Name: |  | Abhishek Jain
|  | Title: |  | Chief Financial Officer

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