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: Sherman Jeffrey Scott (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-23	Common Stock	M	15535	—	Acquired	141271	Direct
2025-02-23	Common Stock	F	4207	—	Disposed	137064	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	214900	Acquired	2035-02-21	Common Stock (214900)	Direct
2025-02-21	Restricted Stock Unit	$0	A	126476	Acquired		Common Stock (126476)	Direct
2025-02-23	Restricted Stock Unit	$0	M	15535	Disposed		Common Stock (15535)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$11.62	2029-12-05	Common Stock (249169)	249169	Direct
Stock Option (Right to Buy)	$19.65	2030-05-11	Common Stock (73016)	73016	Direct
Restricted Stock Unit	$0		Common Stock (26011)	26011	Direct
Performance Stock Unit	$0		Common Stock (39016)	39016	Direct
Stock Option (Right to Buy)	$16.45	2034-02-23	Common Stock (77913)	77913	Direct
Performance Stock Unit	$0		Common Stock (46606)	46606	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 1,982 shares that were acquired pursuant to NeoGenomics' Employee Stock Purchase Plan (ESPP). 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, Mr. Sherman was granted 214,900 stock options. These options vest ratably over the first three anniversary dates of the grant date.

F6: On February 21, 2025, Mr. Sherman was granted 126,476 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, Mr. Sherman was granted 46,606 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

F9: On December 5, 2022, Mr. Sherman was granted 249,169 stock options. These awards vest ratably over four years with the first tranche vesting on December 7, 2023.

F10: On May 11, 2023, Mr. Sherman was granted 73,016 stock options. These options vest ratably over the first three anniversary dates of the grant date.

F11: On May 11, 2023, Mr. Sherman was granted 39,016 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

F12: On May 11, 2023, Mr. Sherman was granted 39,016 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 is58,524. 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, Mr. Sherman was granted 77,913 stock options. These options vest ratably over the first three anniversary dates of the grant date.

F14: On February 23, 2024, Mr. Sherman was granted 46,606 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuantto the performance criteriais 69,910. 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 periodat 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 thecumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company