Form 8-K

8-K — NEOGENOMICS INC

Accession: 0001077183-26-000058

Filed: 2026-07-28

Period: 2026-07-28

CIK: 0001077183

SIC: 8734 (SERVICES-TESTING LABORATORIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — neo-20260728.htm (Primary)

EX-99.1 (a99-106302026earningsrelea.htm)

GRAPHIC (earnings_header002.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: neo-20260728.htm · Sequence: 1

neo-20260728

0001077183FALSE00010771832026-07-282026-07-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 28, 2026

NEOGENOMICS, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-35756

74-2897368

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02

Results of Operations and Financial Condition.

On July 28, 2026, NeoGenomics, Inc. issued a press release reporting its results for its second fiscal quarter of 2026. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(d) Exhibits.

99.1

Press Release of NeoGenomics, Inc. dated July 28, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

NEOGENOMICS, INC.

By: /s/ Abhishek Jain

Name: Abhishek Jain

Title: Chief Financial Officer

Date: July 28, 2026

EX-99.1

Filename: a99-106302026earningsrelea.htm · Sequence: 2

Document

Exhibit 99.1

NeoGenomics Reports Second Quarter 2026 Results

Total revenue increased 11% YoY to $202 million

Clinical services revenue grew 14%, with NGS revenue growth of 26%

Company raises full-year 2026 revenue and adjusted EBITDA guidance

Fort Myers, Florida (July 28, 2026) - NeoGenomics, Inc. (NASDAQ: NEO) (the “Company”), a leading provider of oncology diagnostic solutions that enable precision medicine, today announced its second-quarter results for the period ended June 30, 2026.

Financial Highlights

For the three-month period ended June 30, 2026, as compared to the same period in 2025:

•Increased total revenue by 11% to $202 million

•Increased clinical revenue by 14% to $187 million driven by robust NGS growth of 26%

•Recorded GAAP net income of $2 million, including a gain on extinguishment of debt of $11 million

•Delivered adjusted EBITDA(1) of $14 million, an increase of 36%

•Generated $20 million from cash from operations to end the quarter with $146 million of cash, cash equivalents, and short-term investments

Business Highlights

•Sharpened commercial strategy and go-to-market execution by launching a dedicated pathology and oncology commercial team

•Submitted new RaDaR ST evidence to MolDx supporting Medicare reimbursement for a new indication. This marks the third RaDaR ST submission to MolDx pending approval

•Strengthened capital structure through the completion of a $316 million private offering of 0.75% convertible senior notes due 2032

•Finalized a civil settlement with the Department of Justice resolving a self-disclosed matter and investigation concerning consulting services provided by the Company

“Our second quarter results reflect the consistent operating and financial performance investors expect from this team,” said Tony Zook, Chief Executive Officer of NeoGenomics. “Revenue growth of 11% year-over-year exceeded our outlook, with NGS revenue growth of 26% reflecting a continued mix shift to more advanced testing modalities. This revenue growth is being coupled with our focus on disciplined margin expansion, as evidenced by adjusted EBITDA increasing by 36%. Looking ahead, I remain confident that we are well positioned to deliver long-term profitable growth, while investing in our business and expanding our suite of on-market testing solutions for patients and providers.”

Second-Quarter Results

Consolidated revenue for the second quarter of 2026 was $202 million, an increase of 11% over the same period in 2025. Clinical volume increased by 2%, while average revenue per clinical test increased by 12% to $515.

Consolidated gross profit for the second quarter of 2026 was $92 million, an increase of 19% compared to the second quarter of 2025. Consolidated gross profit margin, including amortization of acquired intangible assets and stock-based

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912

Page | 2

compensation expense, was 46%. Adjusted Gross Profit Margin(1), excluding amortization of acquired intangible assets and stock-based compensation expense, was 48%, an increase of 260 bps versus the same period in 2025.

Operating expenses for the second quarter of 2026 were $102 million, a decrease of $23 million, or 19%, compared to the second quarter of 2025. The decrease in operating expenses was primarily due to $20 million of impairment charges taken in the second quarter of 2025.

Net income for the quarter was $2 million compared to net loss of $45 million for the second quarter of 2025. Net income for the quarter includes a gain on extinguishment of debt of $11 million.

Adjusted EBITDA(1) for the second quarter of 2026 increased by 36% to $14 million, compared to $11 million in the second quarter of 2025. Adjusted Net Income(1) was $7 million compared to Adjusted Net Income(1) of $4 million in the second quarter of 2025.

Cash and cash equivalents totaled $146 million at quarter end. This reflects the net effects from the completion of the company’s $316 million private offering of 0.75% convertible senior notes due 2032. As part of the transaction, the Company repurchased approximately $276 million aggregate principal amount of the Company’s existing 0.25% convertible senior notes due 2028 and entry into capped call transactions intended to reduce potential dilution upon conversion. Company also repurchased shares of its common stock for an aggregate purchase price of $25 million.

(1) The Company has provided adjusted financial information that has not been prepared in accordance with GAAP, including Adjusted EBITDA, Adjusted Gross Profit Margin, Adjusted Net (Loss) Income, and Adjusted Diluted EPS. Each of these measures is defined in the section of this press release entitled “Use of Non-GAAP Financial Measures.” See also the tables reconciling such measures to their closest GAAP equivalent.

2026 Financial Guidance

The Company is revising its full-year 2026 guidance, as shown below (in millions).

FY 2025 Previous

FY 2026 Guidance Updated

FY 2026 Guidance YOY % Change from FY 2025

(in millions) Actual Low High Low High Low High

Consolidated revenue $727 $797 $803 $802 $806 10% 11%

Net loss $(108) $(63) $(50) $(42) $(34) 61% 69%

Adjusted EBITDA $43 $55 $57 $56 $58 29% 34%

Conference Call

The Company has scheduled a webcast and conference call to discuss its second quarter 2026 results on Tuesday, July 28, 2026 at 4:30 p.m. Eastern Time. To access the live call via telephone, interested investors should dial (888) 506-0062 (domestic) or (973) 528-0011 (international) at least five minutes prior to the call. The participant access code provided for this call is 968605. The live webcast may be accessed by visiting the Investor Relations section of our website at ir.neogenomics.com. A replay of the webcast will be available shortly after the conclusion of the call and will be archived on the Company’s website.

About NeoGenomics, Inc.

NeoGenomics, Inc. is a premier cancer diagnostics company specializing in cancer genetics testing and information services. We offer one of the most comprehensive oncology-focused testing menus across the cancer continuum, serving oncologists, pathologists, hospital systems, academic centers, and pharmaceutical firms with innovative diagnostic and predictive testing to help them diagnose and treat cancer. Headquartered in Fort Myers, FL, NeoGenomics operates a network of CAP-accredited and CLIA-certified laboratories for full-service sample processing and analysis services throughout the US and a CAP-accredited full-service sample-processing laboratory in Cambridge, United Kingdom.

We routinely post information that may be important to investors on our website at https://www.neogenomics.com. Information on, or accessible through, our website is not incorporated by reference into, and is not a part of, this release or any other report or document that we may file with the Securities and Exchange Commission (“SEC”).

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912

Page | 2

Forward Looking Statements

This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “would,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” “guidance,” “enable,” “potential” and other words of similar meaning, although not all forward-looking statements include these words. These forward-looking statements include statements regarding the Company’s strategy, planned future operations and related expectations with respect to timing and performance, capital structure and future financial position, future operating and financial performance, growth potential and expected growth drivers, projected costs and capital expenditures, prospects and plans, and estimates of market size and position, as well as statements regarding the objectives of management. Each forward-looking statement contained in this press release is subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. 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 continue gaining new customers, develop and commercialize new types of tests, 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 identified under the heading "Risk Factors" contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and filed with the SEC on February 17, 2026, as well as subsequently filed Quarterly Reports on Form 10-Q and the Company's other filings with the SEC.

We caution investors not to place undue reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document (unless another date is indicated), and we undertake no obligation to update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

Investor Contact

InvestorRelations@neogenomics.com

Media Contact

Andrea Sampson

asampson@sampsonprgroup.com

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912

Page | 3

NeoGenomics, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

June 30, 2026

(unaudited)

December 31, 2025

ASSETS

Current assets

Cash and cash equivalents $ 145,539 $ 159,618

Accounts receivable, net 175,405 159,242

Inventories 27,137 28,566

Prepaid assets 23,590 21,443

Other current assets 9,807 7,417

Total current assets 381,478 376,286

Property and equipment, net 80,938 84,834

Operating lease right-of-use assets 78,606 78,444

Financing lease right-of-use assets 6,653 54

Intangible assets, net 271,262 286,528

Goodwill 523,995 524,344

Other assets 9,311 9,340

Total non-current assets 970,765 983,544

Total assets $ 1,352,243 $ 1,359,830

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and other current liabilities $ 100,457 $ 83,496

Current portion of operating lease liabilities 3,722 4,776

Current portion of finance lease liabilities 1,704 28

Total current liabilities 105,883 88,300

Long-term liabilities

Operating lease liabilities 64,671 62,822

Finance lease liabilities 4,030 27

Convertible senior notes, net 374,241 341,858

Deferred income tax liabilities, net 16,824 18,219

Other long-term liabilities 862 12,042

Total long-term liabilities 460,628 434,968

Total liabilities $ 566,511 $ 523,268

Stockholders’ equity

Total stockholders' equity $ 785,732 $ 836,562

Total liabilities and stockholders’ equity $ 1,352,243 $ 1,359,830

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912

Page | 4

NeoGenomics, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

NET REVENUE $ 201,656 $ 181,330 $ 388,328 $ 349,365

COST OF REVENUE 109,778 104,072 215,586 198,861

GROSS PROFIT 91,878 77,258 172,742 150,504

Operating expenses:

General and administrative 63,613 71,747 129,354 139,954

Research and development 10,761 9,023 20,295 19,204

Sales and marketing 27,275 24,075 51,105 46,758

Impairment charges — 20,041 — 20,041

Total operating expenses 101,649 124,886 200,754 225,957

LOSS FROM OPERATIONS (9,771) (47,628) (28,012) (75,453)

Interest income 1,214 2,263 2,487 5,984

Interest expense (781) (933) (1,379) (2,551)

Other (expense) income, net (17) 482 (29) 547

Gain on extinguishment of debt 11,181 — 11,181 —

Income (loss) before taxes 1,826 (45,816) (15,752) (71,473)

Income tax benefit 412 724 884 458

NET INCOME (LOSS) $ 2,238 $ (45,092) $ (14,868) $ (71,015)

NET INCOME (LOSS) PER SHARE

Basic $ 0.02 $ (0.35) $ (0.11) $ (0.56)

Diluted $ 0.02 $ (0.35) $ (0.11) $ (0.56)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

Basic 129,628 127,949 129,398 127,664

Diluted 130,831 127,949 129,398 127,664

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912

Page | 5

NeoGenomics, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Six Months Ended June 30,

2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss $ (14,868) $ (71,015)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation 17,356 18,506

Amortization of intangibles 15,267 16,486

Stock-based compensation 17,852 22,968

Non-cash operating lease expense 3,226 3,346

Non-cash finance lease amortization 322 7

Amortization of debt issue costs 20 69

Amortization of convertible debt discount 753 1,164

Gain on debt extinguishment (11,181) —

Impairment charges — 20,041

Other adjustments (15) (340)

Changes in assets and liabilities, net (16,910) (16,229)

Net cash provided by (used in) operating activities 11,822 (4,997)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from maturities of marketable securities — 11,060

Purchases of property and equipment (13,219) (10,823)

Business acquisition, net of cash acquired — (5,991)

Purchase of convertible note (100) —

Net cash used in investing activities (13,319) (5,754)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of convertible debt, net of discount 305,434 —

Repayment of convertible debt (262,890) (201,250)

Premiums paid for capped call confirmations (28,747) —

Proceeds received from capped call terminations 77 —

Repurchases of common stock (25,000) —

Repayment of financing leases (1,313) (7)

Proceeds from issuance of common stock under employee stock purchase plan 1,752 2,266

Proceeds from issuance of common stock upon exercise of stock options 1,273 74

Employee taxes paid related to net share settlement of restricted stock (3,168) (2,567)

Net cash used in financing activities (12,582) (201,484)

Net change in cash and cash equivalents, including cash classified within current assets held for sale (14,079) (212,235)

Less: net change in cash classified within current assets held for sale — (54)

Net change in cash and cash equivalents (14,079) (212,289)

Cash and cash equivalents, beginning of period 159,618 367,012

Cash and cash equivalents, end of period $ 145,539 $ 154,723

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912

Page | 6

Use of Non-GAAP Financial Measures

The Company reports its financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). However, in order to provide greater transparency regarding our operating performance, the financial results and financial guidance in this press release 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 and may exclude items that are significant to understanding and assessing the Company's financial results. Therefore, these measures should not be considered measures of liquidity or considered in isolation or as an alternative to other measures of the Company's profitability or performance under GAAP. The Company's presentation of non-GAAP financial measures is unlikely to be comparable to similarly-titled non-GAAP financial measures provided by other companies.

Definitions of Non-GAAP Financial 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) leadership transition costs, (vii) acquisition and integration related expenses, (viii) impairment charges, (ix) intellectual property (“IP”) litigation costs, (x) gain on extinguishment of debt, (xi) adjustment to contingency for regulatory matter, and (xii) other significant or non-operating (income) or expenses, net.

Non-GAAP Adjusted Cost of Revenue, Adjusted Gross Profit and Adjusted Gross Profit Margin

“Adjusted cost of revenue” is defined by NeoGenomics as cost of revenue before: (i) amortization, and (ii) stock-based compensation expense.

“Adjusted gross profit” is defined by NeoGenomics as total revenue less adjusted cost of revenue.

“Adjusted gross profit margin” is defined by NeoGenomics as adjusted gross profit divided by total revenue.

Non-GAAP Adjusted Net (Loss) Income

“Adjusted net (loss) income” is defined by NeoGenomics as net (loss) income from continuing operations plus: (i) amortization, (ii) stock-based compensation expense, and, if applicable in a reporting period, (iii) leadership transition costs, (iv) acquisition and integration related expenses, (v) impairment charges, (vi) IP litigation costs, (vii) gain on extinguishment of debt, (viii) adjustment to contingency for regulatory matter, and (ix) other significant or non-operating (income) or expenses, net. If GAAP net (loss) income is negative and adjusted net (loss) income is positive, adjusted net (loss) income will also be adjusted to reverse any recognized interest expense (including any amortization of discounts) on the convertible notes using the if-converted method unless the effect of this adjustment on both the adjusted net (loss) income and weighted average diluted common shares outstanding would be anti-dilutive. If GAAP net (loss) income is positive and adjusted net (loss) income is negative, adjusted net (loss) income will also be adjusted to reverse any recognized interest expense (including any amortization of discounts) on the convertible notes using the if-converted method.

Non-GAAP Adjusted Diluted EPS

“Adjusted diluted EPS” is defined by NeoGenomics as adjusted net (loss) income divided by adjusted diluted shares outstanding. If GAAP net (loss) income is negative and adjusted net (loss) income is positive, adjusted diluted shares outstanding will also include any options or restricted stock that would be outstanding as dilutive instruments using the treasury stock method and the weighted average number of common shares that would be outstanding if the convertible notes were converted into common stock on the original issue date based on the number of days such common shares would have been outstanding in the reporting period, until the effect of these adjustments are anti-dilutive. If GAAP net (loss) income is positive and adjusted net (loss) income is negative, adjusted diluted shares outstanding will exclude any options or restricted stock that would be outstanding as dilutive instruments using the treasury stock method and the weighted average number of common shares that would be outstanding if the convertible notes were converted into common stock on the original issue date based on the number of days such common shares would have been outstanding in the reporting period.

The following tables present reconciliations of the Company's non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912

Page | 7

Reconciliation of GAAP Net Loss to Non-GAAP EBITDA and Adjusted EBITDA

(in thousands)

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (loss) (GAAP) $ 2,238 $ (45,092) $ (14,868) $ (71,015)

Adjustments to net income (loss):

Interest income (1,214) (2,263) (2,487) (5,984)

Interest expense 781 933 1,379 2,551

Income tax benefit (412) (724) (884) (458)

Depreciation 8,577 9,140 17,357 18,506

Amortization 7,974 8,124 15,607 16,486

EBITDA (non-GAAP) $ 17,944 $ (29,882) $ 16,104 $ (39,914)

Further adjustments to EBITDA:

Leadership transition costs(1)

245 637 563 2,831

Acquisition and integration related expenses(2)

— 3,204 806 4,376

Stock-based compensation expense 8,216 12,215 17,852 22,968

Gain on extinguishment of debt (11,181) — (11,181) —

Impairment charges(3)

— 20,041 — 20,041

IP litigation costs(4)

81 4,460 165 7,443

Adjustment to contingency for regulatory matter (1,155) — (1,155) —

Other significant expenses, net(5)

317 — 317 —

Adjusted EBITDA (non-GAAP) $ 14,467 $ 10,675 $ 23,471 $ 17,745

_________________

(1) For the three and six months ended June 30, 2026, leadership transition costs include executive retention costs. For the three months ended June 30, 2025, leadership transition costs include executive retention costs. For the six months ended June 30, 2025, leadership transition costs include executive severance costs, executive retention costs, and executive search costs.

(2) For the six months ended June 30, 2026, acquisition and integration related expenses include severance costs. There were no such costs for the three months ended June 30, 2026. For the three and six months ended June 30, 2025, acquisition and integration related expenses include consulting and legal fees, severance costs, and employee retention costs.

(3) For the three and six months ended June 30, 2025, impairment charges include losses from InVisionFirst®-Lung intangible asset impairment and inventory write-off, and impairment of disposal groups held for sale. There were no such costs for the three and six months ended June 30, 2026.

(4) For the three and six months ended June 30, 2026 and June 30, 2025, IP litigation costs include legal fees.

(5) For the three and six months ended June 30, 2026, other significant expenses, net, include severance costs. There were no such costs for the three and six months ended June 30, 2025.

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912

Page | 8

Reconciliation of Consolidated GAAP Cost of Revenue, Gross Profit and Gross Profit Margin to

Non-GAAP Adjusted Cost of Revenue, Adjusted Gross Profit and Adjusted Gross Profit Margin

(dollars in thousands)

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 % Change 2026 2025 % Change

Consolidated:

Total revenue (GAAP) $ 201,656 $ 181,330 11.2 % $ 388,328 $ 349,365 11.2 %

Cost of revenue (GAAP) $ 109,778 $ 104,072 5.5 % $ 215,586 $ 198,861 8.4 %

Adjustments to cost of revenue(1)

(5,021) (5,114) (9,972) (10,439)

Adjusted cost of revenue (non-GAAP) $ 104,757 $ 98,958 5.9 % $ 205,614 $ 188,422 9.1 %

Gross profit (GAAP) $ 91,878 $ 77,258 18.9 % $ 172,742 $ 150,504 14.8 %

Adjusted gross profit (non-GAAP ) $ 96,899 $ 82,372 17.6 % $ 182,714 $ 160,943 13.5 %

Gross profit margin (GAAP) 45.6 % 42.6 % 44.5 % 43.1 %

Adjusted gross profit margin (non-GAAP) 48.1 % 45.4 % 47.1 % 46.1 %

_________________

(1) Cost of revenue adjustments for the three months ended June 30, 2026, include $4.6 million of amortization of acquired intangible assets and $0.4 million of stock-based compensation. Cost of revenue adjustments for the six months ended June 30, 2026, include $9.2 million of amortization of acquired intangible assets and $0.7 million of stock-based compensation. Cost of revenue adjustments for the three months ended June 30, 2025, include $4.8 million of amortization of acquired intangible assets and $0.3 million of stock-based compensation. Cost of revenue adjustments for the six months ended June 30, 2025, include $9.7 million of amortization of acquired intangible assets and $0.7 million of stock-based compensation.

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912

Page | 9

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income

and GAAP EPS to Non-GAAP Adjusted EPS

(in thousands, except per share amounts)

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (loss) (GAAP) $ 2,238 $ (45,092) $ (14,868) $ (71,015)

Adjustments to net income (loss) net of tax:

Amortization 7,974 8,124 15,607 16,486

Leadership transition costs(1)

245 637 563 2,831

Acquisition and integration related expenses(2)

— 3,204 806 4,376

Stock-based compensation expense 8,216 12,215 17,852 22,968

Gain on extinguishment of debt (11,181) — (11,181) —

Impairment charges(3)

— 20,041 — 20,041

IP litigation costs(4)

81 4,460 165 7,443

Adjustment to contingency for regulatory matter (1,155) — (1,155) —

Other significant expenses, net(5)

317 — 317 —

Adjusted net income (non-GAAP) $ 6,735 $ 3,589 $ 8,106 $ 3,130

Net income (loss) per common share (GAAP)

Diluted EPS $ 0.02 $ (0.35) $ (0.11) $ (0.56)

Adjustments to diluted net income (loss) per share:

Amortization 0.06 0.06 0.12 0.13

Leadership transition costs(1)

— — — 0.02

Acquisition and integration related expenses(2)

— 0.03 0.01 0.03

Stock-based compensation expense 0.06 0.10 0.14 0.18

Gain on extinguishment of debt (0.09) — (0.09) —

Impairment charges(3)

— 0.16 — 0.16

IP litigation costs(4)

— 0.03 — 0.06

Adjustment to contingency for regulatory matter (0.01) — (0.01) —

Other significant expenses, net(5)

— — — —

Rounding and impact of diluted shares in adjusted diluted shares(6)

0.01 — —

Adjusted diluted EPS (non-GAAP) $ 0.05 $ 0.03 $ 0.06 $ 0.02

Weighted average shares used in computation of adjusted diluted EPS:

Diluted common shares (GAAP) 130,831 127,949 129,398 127,664

Dilutive effect of options, restricted stock, and converted shares(7)(8)

— — 1,396 —

Adjusted diluted shares outstanding (non-GAAP) 130,831 127,949 130,794 127,664

_______________

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912

Page | 10

(4) For the three and six months ended June 30, 2026 and June 30, 2025, IP litigation costs include legal fees.

(5) For the three and six months ended June 30, 2026, other significant expenses, net, include severance costs. There were no such costs for the three and six months ended June 30, 2025.

(6) This adjustment is for rounding and, in those periods in which GAAP net (loss) income is negative and adjusted net (loss) income is positive or GAAP net (loss) income is positive and adjusted net (loss) income is negative, also compensates for the effects of additional diluted shares included or excluded in adjusted diluted shares outstanding for the treasury stock impact of outstanding stock options and restricted stock and the if-converted impact of convertible notes.

(7) In those periods in which GAAP net (loss) income is negative and adjusted net (loss) income is positive, this adjustment includes any options or restricted stock that would be outstanding as dilutive instruments using the treasury stock method and the weighted average number of common shares that would be outstanding if the convertible notes were converted into common stock on the original issue date based on the number of days such common shares would have been outstanding in the reporting period, until the effect of these adjustments are anti-dilutive.

(8) In those periods in which GAAP net (loss) income is positive and adjusted net (loss) income is negative, this adjustment excludes any options or restricted stock that would be outstanding as dilutive instruments using the treasury stock method and the weighted average number of common shares that would be outstanding if the convertible notes were converted into common stock on the original issue date based on the number of days such common shares would have been outstanding in the reporting period.

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912

Page | 11

Reconciliation of Non-GAAP Financial Guidance to Corresponding GAAP Measures

(in thousands, except per share amounts)

(unaudited)

GAAP net loss in 2026 will be impacted by certain charges, including: (i) amortization, (ii) stock-based compensation, and (iii) other one-time expenses. These charges have been included in GAAP net loss available to stockholders and GAAP net loss per share; however, they have been removed from adjusted net loss and adjusted diluted net loss per share

The following table reconciles the Company’s 2026 outlook for net loss and EPS to the corresponding non-GAAP measures of adjusted net loss, adjusted EBITDA, and adjusted diluted EPS:

Year Ended December 31, 2026

Low Range High Range

Net loss (GAAP) $ (42,000) $ (34,000)

Amortization 32,000 32,000

Stock-based compensation expenses 37,000 35,000

Other one-time expenses (5,000) (7,000)

Adjusted net income (non-GAAP) 22,000 26,000

Interest and taxes (2,000) (2,000)

Depreciation 36,000 34,000

Adjusted EBITDA (non-GAAP) $ 56,000 $ 58,000

Net loss per diluted share (GAAP) $ (0.32) $ (0.26)

Adjustments to net loss per diluted share:

Amortization 0.25 0.25

Stock-based compensation expenses 0.28 0.27

Other one-time expenses (0.04) (0.05)

Rounding and impact of diluted shares in adjusted diluted shares(1)

— (0.01)

Adjusted diluted EPS (non-GAAP) $ 0.17 $ 0.20

Weighted average assumed shares outstanding in 2026:

Diluted shares (GAAP) 130,000 130,000

Options, restricted stock, and converted shares not included in diluted shares(2)

— —

Adjusted diluted shares outstanding (non-GAAP) 130,000 130,000

_________________

(1) This adjustment is for rounding and, in those periods in which GAAP net (loss) income is negative and adjusted net (loss) income is positive, also compensates for the effects of additional diluted shares included in adjusted diluted shares outstanding for the treasury stock impact of outstanding stock options and restricted stock and the if-converted impact of convertible notes.

(2) For those periods in which GAAP net (loss) income is negative and adjusted net (loss) income is positive, this adjustment includes any options or restricted stock that would be outstanding as dilutive instruments using the treasury stock method and the weighted average number of shares that would be outstanding if the convertible notes were converted into common stock on the original issue date based on the number of days such shares would have been outstanding in the reporting period, until the effect of these adjustments are anti-dilutive.

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912

Page | 12

Supplemental Information

Clinical Tests Performed and Revenue

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 % Change 2026 2025 % Change

Clinical(1):

Number of tests performed 363,498 356,630 1.9 % 709,177 682,793 3.9 %

Average revenue/test $ 515 $ 461 11.7 % $ 505 $ 460 9.8 %

_________________

(1) Excludes tests and revenue related to non-clinical activity.

NeoGenomics, Inc. | 9490 NeoGenomics Way Fort Myers, FL 33912

GRAPHIC

Filename: earnings_header002.jpg · Sequence: 6

Binary file (102535 bytes)

Download earnings_header002.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Jul. 28, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Jul. 28, 2026

Entity Registrant Name

NEOGENOMICS, INC.

Entity Central Index Key

0001077183

Amendment Flag

false

Entity Incorporation, State or Country Code

Entity File Number

001-35756

Entity Tax Identification Number

74-2897368

Entity Address, Address Line One

9490 NeoGenomics Way,

Entity Address, City or Town

Fort Myers,

Entity Address, State or Province

Entity Address, Postal Zip Code

33912

City Area Code

(239)

Local Phone Number

768-0600

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock ($0.001 par value)

Trading Symbol

NEO

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration