NEOGENOMICS INC — Director's Dealing 2025

Feb 25, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEOGENOMICS INC (NEO)
CIK: 0001077183
Period of Report: 2025-02-21

Reporting Person: Harris Melody (Chf Ops Off, Pres, Informatics)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-23	Common Stock	M	8443	—	Acquired	111811	Direct
2025-02-23	Common Stock	F	2056	—	Disposed	109755	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-21	Stock Option (Right to Buy)	$13.05	A	143266	Acquired	2035-02-21	Common Stock (143266)	Direct
2025-02-21	Restricted Stock Unit	$0	A	84317	Acquired		Common Stock (84317)	Direct
2025-02-23	Restricted Stock Unit	$0	M	8443	Disposed		Common Stock (8443)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$9.24	2030-01-01	Common Stock (201613)	201613	Direct
Stock Option (Right to Buy)	$19.65	2030-05-11	Common Stock (39683)	39683	Direct
Restricted Stock Unit	$0		Common Stock (14136)	14136	Direct
Performance Stock Unit	$0		Common Stock (21204)	21204	Direct
Stock Option (Right to Buy)	$16.45	2034-02-23	Common Stock (42344)	42344	Direct
Performance Stock Unit	$0		Common Stock (25330)	25330	Direct
Stock Option (Right to Buy)	$13.96	2034-05-02	Common Stock (19984)	19984	Direct
Performance Stock Unit	$0		Common Stock (11939)	11939	Direct
Restricted Stock Unit	$0		Common Stock (11939)	11939	Direct
Restricted Stock Unit	$0		Common Stock (59382)	59382	Direct

Footnotes

F1: Each restricted stock unit is the economic equivalent of one share of NeoGenomics common stock and is converted into common stock upon vesting.

F2: This balance includes 548 shares that were acquired pursuant to NeoGenomics' Employee Stock Purchase Plan. The shares were acquired in transactions exempt from Section 16b-3.

F3: Disposition of shares was in connection with the Issuer's withholding of common stock to satisfy tax withholding obligations related to the issuance of common stock upon release of restricted stock units.

F4: This stock option was granted as a premium-price stock option. To calculate the premium exercise price we used the closing price on February 20, 2025 and multiplied by 110%.

F5: On February 21, 2025, Ms. Harris was granted 143,266 stock options. These options vest ratably over the first three anniversary dates of the grant date.

F6: On February 21, 2025, Ms. Harris was granted 84,317 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

F7: Once vested, the shares of common stock are not subject to expiration.

F8: On February 23, 2024, Ms. Harris was granted 25,329 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

F9: On January 1, 2023, Ms. Harris was granted 201,613 stock options. These options vest ratably over the first four anniversary dates of the grant date.

F10: On May 11, 2023, Ms. Harris was granted 39,683 stock options. These options vest ratably over the first three anniversary dates of the grant date.

F11: On May 11, 2023, Ms. Harris was granted 21,204 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

F12: On May 11, 2023, Ms. Harris was granted 21,204 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to theperformance criteria is31,806. The number of performance stock units that may vest is based on the achievement of certain share growth goals based on the weighted average price of the Company's common stockover the 20-day trailing trading period at theapplicable measurement dates, subject to continued service with the Company.

F13: On February 23, 2024, Ms. Harris was granted 42,344 stock options. These options vest ratably over the first three anniversary dates of the grant date

F14: On February 23, 2024, Ms. Harris was granted 25,330 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant tothe performance criteria is37,996. 50% of the number of performance stock units that may vest is based on the achievements of certain share growth goals based on the weighted average price of the Company'scommon stock over the 20-day trailing trading period atthe applicable measurement dates, subject to continued service with the Company. 50% of the number of performance stock units that may vest is based onthe achievement of certain revenue growth goals based on the achievement of thecumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.

F15: On May 2, 2024, Ms. Harris was granted 19,984 stock options. These options vest ratably over the first three anniversary dates of the grant date.

F16: On May 2, 2024, Ms. Harris was granted 11,939 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to theperformance criteria is17,909. 50% of the number of performance stock units that may vest is based on the achievements of certain share growth goals based on the weighted average price of the Company'scommon stock over the 20-day trailing trading period at the applicable measurement dates, subject to continued service with the Company. 50% of the number of performance stock units that may vest is based onthe achievement of certain revenue growth goals based on the achievement of the cumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.

F17: On May 2, 2024, Ms. Harris was granted 11,939 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.