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: 2025-02-23

Reporting Person: Smith Christopher M (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-23	Common Stock	M	57413	—	Acquired	655652	Direct
2025-02-23	Common Stock	F	14067	—	Disposed	641585	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-23	Restricted Stock Unit	$0	M	57413	Disposed		Common Stock (57413)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$12.62	2029-08-15	Common Stock (694444)	694444	Direct
Stock Option (Right to Buy)	$19.65	2030-05-11	Common Stock (269841)	269841	Direct
Restricted Stock Unit	$0		Common Stock (96127)	96127	Direct
Performance Stock Unit	$0		Common Stock (144190)	144190	Direct
Stock Option (Right to Buy)	$16.45	2034-02-23	Common Stock (287940)	287940	Direct
Performance Stock Unit	$0		Common Stock (172240)	172240	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: 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.

F3: On February 23, 2024, Mr. Smith was granted 172,239 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

F4: Once vested, the shares of common stock are not subject to expiration.

F5: On August 15, 2022, Mr. Smith was granted 694,444 stock options. These options vest ratably over the first four anniversary dates of the grant date.

F6: On May 11, 2023, Mr. Smith was granted 269,841 stock options. These options vest ratably over the first three anniversary dates of the grant date.

F7: On May 11, 2023, Mr. Smith was granted 144,190 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

F8: On May 11, 2023, Mr. Smith was granted 144,190 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is 216,285. 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 stock over the 20-day trailing trading period at the applicable measurement dates, subject to continued service with the Company.

F9: On February 23, 2024, Mr. Smith was granted 287,940 stock options. These options vest ratably over the first three anniversary dates of the grant date.

F10: On February 23, 2024, Mr. Smith was granted 172,240 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is 258,360. 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's common 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 on the 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.