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Item 1. Business

2024-07-30 compared with 2023-08-15 · 144 added, 145 removed, 251 unchanged (54% of the section changed)

Neogen Corporation and its subsidiaries develop, manufacture and market a diverse line of products and services dedicated to food and animal safety.

Our Food Safety segment consists primarily of diagnostic test kits and complementary products (e.g., culture media) sold to food producers and processors to detect dangerous and/or unintended substances in human food and animal feed, such as foodborne pathogens, spoilage organisms, natural toxins, food allergens, genetic modifications, ruminant by-products, meat speciation, drug residues, pesticide residues and general sanitation concerns.

Our diagnostic test kits are generally easier to use and provide greater accuracy and speed than conventional diagnostic methods.

The majority of these test kits are disposable, single-use, immunoassay and DNA detection products that rely on proprietary antibodies and RNA and DNA testing methodologies to produce rapid and accurate test results.

Our expanding line of food safety products also includes genomics-based diagnostic technology and advanced software systems that help testers to objectively analyze and store their results and perform analysis on the results from multiple locations over extended periods.

On September 1, 2022, Neogen, 3M Company (“3M”) and Neogen Food Safety Corporation (“Neogen Food Safety Corporation”), a subsidiary created to carve out 3M’s Food Safety Division (“3M FSD”, “FSD”), closed on a transaction combining 3M’s FSD with Neogen in a Reverse Morris Trust transaction and Neogen Food Safety Corporation became a wholly owned subsidiary of Neogen (“FSD transaction”, the "Transaction").

Our Food Safety segment consists primarily of diagnostic test kits and complementary products (e.g., culture media) sold to food producers and processors to detect dangerous and/or unintended substances in human food and animal feed, such as foodborne pathogens, spoilage organisms, natural toxins, food allergens, ruminant by-products, meat speciation, drug residues, pesticide residues and general sanitation concerns;

as well as food quality and nutritional components.

The majority of the test kits are consumables, single-use, culture, immunoassay and DNA detection products that rely on proprietary antibodies and RNA and DNA testing methodologies to produce rapid and accurate test results.

Our expanding line of food safety products also includes genomics-based diagnostic technology, and advanced software systems that help testers objectively analyze and store, as well as perform analysis on, their results from multiple locations over extended periods.

On September 1, 2022, Neogen, 3M Company (“3M”) and Neogen Food Safety Corporation, formerly named Garden SpinCo, a subsidiary created to carve out 3M’s Food Safety Division (“3M FSD”, “FSD”), closed on a transaction combining 3M’s FSD with Neogen in a Reverse Morris Trust transaction and Neogen Food Safety Corporation became a wholly owned subsidiary of Neogen (“FSD transaction”, the "Transaction").

Following the FSD transaction, pre-merger Neogen Food Safety Corporation stockholders own, in the aggregate, approximately 50.1% of the issued and outstanding shares of Neogen common stock, and pre-merger Neogen shareholders own, in the aggregate, approximately 49.9% of the issued and outstanding shares of Neogen common stock.

See Note 3 "Business Combinations" to the consolidated financial statements for further discussion.

"Business Combinations" to the consolidated financial statements for further discussion.

FSD products are reported in the Food Safety segment.

Neogen’s Animal Safety segment is engaged in the development, manufacture, marketing, and distribution of veterinary instruments, pharmaceuticals, vaccines, topicals, parasiticides, diagnostic products, rodent control products, cleaners, disinfectants, insect control products and genomics testing services for the worldwide animal safety market.

Neogen’s Animal Safety segment is engaged in the development, manufacture, marketing and distribution of veterinary instruments, pharmaceuticals, vaccines, topicals, parasiticides, diagnostic products, rodent control products, cleaners, disinfectants, insect control products and genomics testing services for the worldwide animal safety market.

The majority of these consumable products are marketed through veterinarians, retailers, livestock producers and animal health product distributors.

Our line of drug detection products is sold worldwide for the detection of abused and therapeutic drugs in animals and animal products, and has expanded into the workplace and human forensic markets.

Neogen’s products are marketed by our sales personnel and distributors throughout the world.

Our line of drug detection products is sold worldwide for the detection of abused and therapeutic drugs in animals and animal products, and has expanded into the workplace testing and human forensic markets.

Neogen’s products are marketed by our sales personnel and distributors throughout the world.

Our mission is to be the leading company in the development and marketing of solutions for food and animal safety.

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and (iv) acquiring businesses and forming strategic alliances.

We have been historically successful at increasing product sales organically, including international growth, and maintain an active acquisition program to identify and capitalize on opportunities to acquire new products, businesses or technology.

We have been historically successful at increasing product sales organically, including international growth, and maintain an active business development program to identify and capitalize on opportunities to acquire new products, businesses or technology.

Neogen Corporation was formed as a Michigan corporation in June 1981 and operations began in 1982.

Our principal executive offices are located at 620 Lesher Place, Lansing, Michigan 48912-1595, and our telephone number is (517) 372-9200.

Neogen’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports are available free of charge via our website ( www.neogen.com ) as soon as reasonably practicable after such information is filed with, or furnished to, the United States Securities and Exchange Commission.

The content of our website or the website of any third party that may be noted herein is not incorporated by reference in this Form 10-K.

Product trademarks and registered trademarks owned by Neogen include:

Neogen®, Neogen flask (logo)®, Neogen and flask (logo)®, NeoCenter

AccuClean®, AccuPoint®, AccuScan®, Acumedia®, Agri-Screen®, Alert®, ANSR® , Betastar®, BioLumix®, Ceralpha®, Clean-Trace®, Colitag, F.A.S.T.®, Freeze Watch®, GeneQuence®, Harlequin®, Iso-Grid®, Lab M®, Listeria Right Now, Megazyme®, Megazyme (design) ®, MonitorMark®, MPNTray, NeoColumn, NeoNet®, NeoSeek, NEO-GRID®, Penzyme®, Petrifilm®, Raptor®, Reveal®, Soleris®, µPREP®, Veratox®

LIFE SCIENCES:

Alert®, K-Blue®, K-Gold®, NeoSal®

Megazyme®, Megazyme (design)®, Megazyme device (logo)®, NeoCenter, Neogen®, Neogen flask (logo)®, Neogen and flask (logo)®

Natural Toxins & Allergens

Alert®, Agri-Screen®, Betastar®, NeoColumn, Raptor®, Reveal®, Soleris®

Bacterial & General Sanitation

AccuClean®, AccuPoint®, AccuScan®, ANSR®, BioLumix®, Clean-Trace®, Colitag, F.A.S.T.®, Gene-Trak®, GeneQuence®, Listeria Right Now, MDS, MonitorMark®, MPNTray, Veratox®

Indicator Testing, Culture Media & Others

Acumedia®, Ceralpha®, Freeze Watch®, Harlequin®, Iso-Grid®, K-Blue®, K-Gold®, Lab M®, NeoNet®, NEO-GRID®, NeoSal®, Penzyme®, Petrifilm®, µPREP®

ANIMAL SAFETY:

Acid-A-Foam, Ag-Tek®, AluShield, AquaPrime®, Assault®, Barnstorm®, BioCres 50, BioPhene, BioQuat, BotVax®, Breeder-Sleeve®, Calf Eze, Chem-Tech, Ltd., Chem-Tech’s CT logo (with circle), Chlor-A-Foam, COMPANION, CT-511®, Cykill, D3 Needles, D3X, DC&R®, DeciMax®, Di-Kill®, Dr.

Frank’s®, Dy-Fly®, DX3, Dyne-O-Might®, ElectroJac®, ELISA Technologies (design)®, EqStim®, EquiSleeve, E-Z Catch®, Farm-Foam, Final-Fly-T®, Fly-Die Defense, Fly-Die Ultra, Fura-Zone®, Gene-Trak®, Horse Sense®, Ideal®, ImmunoRegulin®, Iodis®, Jolt®, LD-44T, LD-44Z, MACLEOD®, Maxi Sleeve®, MegaShot, Viroxide Super, Neogen® Viroxide Super and flask (design)®, NFZ, Nu Dyne®, PanaKare, Paradefense®, Parvosol®, Peraside, Place Pack®, PolyPetite, PolyShield, PolySleeve®, Preserve®, Preserve International®, Preserve International(design)®, Prima®, Prima Marc, Prima-Shot, Prima Tech®, Pro-Fix®, Pro-Flex®,Pro-Shot, Protectus, Provecta®, Provecta Advanced®, Prozap®, Prozap (stylized mark w/fancy Z), PY-75, Ramik®, RenaKare, Rodex, Safe-T-Flex, Siloxycide®, Squire®, Standguard®, Stress-Dex®, SureBond®, SureKill®, Swine-O-Dyne®, Synergize®, Tetrabase®, Tetracid®, Tetradyne®, ThyroKare,Tri-Hist®, Triplox, Paradefense®, Turbocide®, Turbocide Gold®, Uniprim®, VAP-5, VAP-20, Vet-Tie, Vita-15, War Paint®, X-185

Aviandx and Design®, Canine HealthCheck®, Canine HealthCheck and Design®, CatScan and Design®, EarlyBird Sex Identification®, Envigor, GeneSeek®, Genomic Profiler, Genomic Insight for Personalized Care, Igenity®, Infiniseek, Paw Print Genetics®, Paw Print Pedigrees®, SeekGain, SeekSire, Skimseek®, Early Warning

BioSentry barn logo®, BioSentry chicken logo®, BioSentry pig logo®, Circular design®, TurboCide® (stylized), D3 color mark –

Neogen operates in two business areas:

the Food Safety and Animal Safety segments.

See the “Notes to Consolidated Financial Statements”

section of this Form 10-K for financial information about our business segments and international operations.

Veterinary Instruments & Disposables

Ag-Tek®, Breeder-Sleeve®, Calf Eze, Dr.

Frank’s®, D3 Needles, D3 color mark – red®, D3X, ElectroJac®, EquiSleeve, E-Z Catch®, Ideal®, Jolt®, Maxi Sleeve®, MegaShot, PolySleeve®, Prima®, Prima Marc, Prima-Shot, Prima Tech®, Pro-Shot, Safe-T-Flex, SyrFlex

Animal Care & Others

AluShield, AquaPrime®, BotVax®, EqStim®, Fura-Zone®, Horse Sense®, ImmunoRegulin®, MACLEOD®, NFZ, Nu Dyne®, PanaKare, Paradefense®, Peraside, Pro-Fix®, Pro-Flex®, RenaKare, Squire®, Stress-Dex®, SureBond®, Swine-O-Dyne®, Tetrabase®, Tetracid®, ThyroKare, Tri-Hist®, Uniprim®, Vet-Tie, Vita-15

Rodent Control, Insect Control & Disinfectants

Acid-A-Foam, Assault®, Barnstorm®, BioCres, BioPhene, BioQuat, Chem-Tech, Ltd., Chem-Tech’s CT logo (with circle), Chlor-A-Foam, COMPANION, CT-511®, Cykill, DC&R®, DeciMax®, Di-Kill®, Dy-Fly®, Dyne-O-Might®, Farm-Foam, Final-Fly-T®, Fly-Die Defense, Fly-Die Ultra, Iodis®, LD-44T, LD-44Z, Parvosol®, Place Pack®, PolyPetite, PolyShield, Preserve®, Preserve International®, Preserve International(design)®, Protectus, Provecta®, Provecta Advanced®, Prozap®, Prozap (stylized mark w/fancy Z), PY-75, Ramik®, Rodex, Siloxycide®, Standguard®, SureKill®, Synergize®, Triplox, Turbocide®, TurboCide® (stylized), Turbocide Gold®, Viroxide Super, Neogen® Viroxide Super and flask (design)®, VAP-5, VAP-20, War Paint®, X-185

Genomic Services

Aviandx and Design®, Canine HealthCheck®, Canine HealthCheck and Design®, CatScan and Design®, EarlyBird Sex Identification®, Early Warning, Envigor, GeneSeek®, Genomic Profiler, Genomic Insight for Personalized Care, Igenity®, Infiniseek®, NeoSeek, Paw Print Genetics®, Paw Print Pedigrees®, SeekGain, SeekSire, Skimseek®, Thirty9, 9Teen

We manage our organization through our Food Safety and Animal Safety segments.

See the “Notes to Consolidated Financial Statements” section of this Form 10-K for financial information about our business segments and international operations.

Food Safety Segment

Neogen’s Food Safety segment primarily is engaged in the production and marketing of diagnostic test kits and complementary products marketed to food and feed producers and processors to detect dangerous and/or unintended substances in food and animal feed, such as foodborne pathogens, spoilage organisms, natural toxins, food allergens, genetic modifications and general sanitation concerns.

Neogen’s Food Safety segment is primarily engaged in the production and marketing of diagnostic test kits and complementary products marketed to food and feed producers and processors to detect dangerous and/or unintended substances in food and animal feed, such as foodborne pathogens, spoilage organisms, natural toxins, food allergens and general sanitation concerns.

Our test kits are used to detect potential hazards or unintended substances in food and animal feed by testers ranging from small local grain elevators to the largest, best-known food and feed processors in the world, and numerous regulatory agencies.

Along with detection of contaminants in foods, we also detect beneficial components in foods such as dietary fiber and carbohydrates.

Neogen’s products include tests for:

Grain producers and processors of all types and sizes use our Veratox, Agri-Screen, Reveal, Reveal Q+ and Reveal Q+ MAX tests to detect the presence of mycotoxins, including aflatoxin, aflatoxin M1, deoxynivalenol, fumonisin, ochratoxin, zearalenone, T-2/HT-2 toxin and ergot alkaloid, to help ensure product safety and quality in food and animal feed.

Along with the detection of contaminants in foods, we also detect beneficial components in foods such as dietary fiber and carbohydrates.

Neogen’s products include tests for:

Grain producers and processors of all types and sizes use our Veratox, Reveal, Reveal Q+ and Reveal Q+ MAX tests to detect the presence of mycotoxins, including aflatoxin, aflatoxin M1, deoxynivalenol, fumonisin, ochratoxin, zearalenone and T-2/HT-2 toxin, to help ensure product safety and quality in food and animal feed.

Food allergens.

The world’s largest producers of cookies, crackers, candy, ice cream and many other betaprocessed foods use our Veratox, Alert, Reveal, Reveal 3-D and BioKits testing products to help protect their food-allergic customers from the inadvertent contamination of products with food allergens, including but not limited to peanut, milk, egg, almond, gliadin (gluten), soy, hazelnut and coconut residues.

Also included in our food allergen testing portfolio are Allergen Protein Rapid Kits and Allergen Protein ELISA Kits, acquired as part of the FSD transaction in September of 2022.

The world’s largest producers of cookies, crackers, candy, ice cream and many other processed foods use our Veratox, Alert, Reveal, Reveal 3-D and BioKits testing products to help protect their food-allergic customers from the inadvertent contamination of products with food allergens, including but not limited to peanut, milk, egg, almond, gliadin (gluten), soy, hazelnut and coconut residues.

Also included in our food allergen testing portfolio are Allergen Protein Rapid Kits and Allergen Protein ELISA Kits.

Foodborne pathogens.

Meat and poultry processors, seafood processors, fruit and vegetable producers and many other market segments are the primary users of Neogen’s ANSR and Reveal tests for foodborne bacteria, including E.

coli O157:H7, Salmonella , Listeria and Campylobacter .

Neogen’s ANSR pathogen detection system is an isothermal amplification reaction test method that exponentially amplifies the DNA of any bacteria present in food and environmental samples to detectable levels in 10 minutes.

Combined with ANSR’s single enrichment step, Neogen’s pathogen detection method provides DNA-definitive results in a fraction of the time of other molecular detection methods.

The Molecular Detection System, an isothermal DNA detection and bioluminescence device, and unique Molecular Detection Assays provide a total solution for fast and accurate pathogen detection, acquired as part of the FSD transaction in September 2022.

Combined with ANSR’s single enrichment step, Neogen’s pathogen detection method provides DNA-definitive results in a fraction of the time of other molecular detection methods.

The Molecular Detection System ("MDS"), an isothermal DNA detection and bioluminescence device, and unique Molecular Detection Assays provide a total solution for fast and accurate pathogen and serotype detection.

Our Listeria Right Now test detects the pathogen in less than 60 minutes without sample enrichment.

Reveal’s lateral flow device combines an immunoassay with chromatography for a rapid and accurate one-step result.

Spoilage microorganisms.

Neogen’s Soleris products are used by food processors to identify the presence of spoilage organisms (e.g., yeast and mold) and other microbiological contamination in food.

The systems measure microbial growth by monitoring biochemical reactions that generate a color change in the media as microorganisms grow.

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Our NeoSeek genomics services utilize a novel application of metagenomics to determine all bacteria in a sample, without introducing biases from culture media, and without the need to generate a bacterial isolate for each possible microbe in a sample.

The Microbial Luminescence System (MLS II), acquired in the September 2022 FSD transaction, is designed for the rapid detection of microbial contamination in dairy and dairy-related products, utilizing adenosine triphosphate ("ATP") bioluminescence technology.

The Microbial Luminescence System (MLS II) is designed for the rapid detection of microbial contamination in beverages, dairy and dairy-related products, utilizing adenosine triphosphate ("ATP") bioluminescence technology.

Sanitation monitoring.

Neogen manufactures and markets our AccuPoint Advanced rapid sanitation test to detect the presence of ATP, a chemical found in all living cells.

Also included in our ATP sanitation monitoring portfolio is the Clean-Trace hygiene monitoring system, acquired as part of the FSD transaction in September 2022.

Also included in our ATP sanitation monitoring portfolio is the Clean-Trace hygiene monitoring system.

These easy-to-use and inexpensive tests use bioluminescence to quickly determine if a contact surface has been completely sanitized.

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Seafood contaminants.

Neogen’s specialty products for the seafood market include tests for histamine, a highly allergenic substance that occurs when certain species of fish begin to decay;

and sulfite, an effective but potentially allergenic shrimp preservative.

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Neogen offers the food and beverage industries, including water companies, several platforms for performing the microbial analysis of water.

This includes Neogen’s filter tests, which are a combination of Neogen Filter membrane filtration and Neogen Culture Media ampouled media, and an easy-to-use Colitag product.

This includes Neogen’s filter tests, which are a

combination of Neogen Filter membrane filtration and Neogen Culture Media ampouled media, and the easy-to-use Colitag product.

With Colitag, after an incubation period, the sample changes color in the presence of coliforms and fluoresces in the presence of E.

Culture media.

Neogen Culture Media, formerly Neogen’s Acumedia and Lab M products, offers culture media and prepared media for varied purposes, including traditional bacterial testing and the growth of beneficial bacteria, such as cultures for sausages and beer.

Also included under Neogen Culture Media is the Petrifilm solution, acquired as part of the FSD transaction in September 2022.

Also included under Neogen Culture Media is the Petrifilm solution.

Petrifilm standard and rapid plates are all-in-one plating systems that serve as an efficient method for the detection and enumeration of various microorganisms.

Our customers for culture media also include commercial and research laboratories and producers of pharmaceuticals, cosmetics and veterinary vaccines.

Food quality diagnostics.

Also included in the Petrifilm product line are the Petrifilm Plate Reader Advanced and Petrifilm Automated Feeder, which increase laboratory efficiency and productivity.

Our customers for culture media include food manufacturers and processors, commercial and research laboratories and producers of pharmaceuticals, cosmetics and veterinary vaccines.

Food quality and nutritional analysis.

Through the Ireland-based Megazyme, Ltd., Neogen supplies diagnostic kits and specialty enzymes used worldwide by quality control laboratories in the food, animal feed and beverage industries.

Megazyme’s validated assays and reagents are used across various food industries such as the grain, wine and dairy markets, to measure dietary fibers, complex carbohydrates, simple sugars and organic acids, such as lactose.

Megazyme’s validated assays and reagents are used across various food industries such as the grain, wine, biofuel and dairy markets, to measure dietary fibers, complex carbohydrates, simple sugars and organic acids, such as lactose.

Sample handling.

Neogen offers a range of sample handling products, acquired through the September 2022 FSD transaction.

Neogen offers a range of sample handling products.

These innovative solutions are designed to make environmental and carcass sample collection and preparation more reliable and convenient than traditional methods.

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The software reduces risk by increasing the visibility of food safety testing results, elevating the ability to comply with and improve food safety standards.

With the Corvium acquisition in February 2023, Neogen's capabilities expanded with additional services and modules to include data aggregation and digitalized workflow services for product testing and sanitation programs.

Neogen's capabilities expanded with additional services to include data aggregation and digitalized workflow services for product testing and sanitation programs.

Neogen Analytics is now integrated with Clean-Trace and Petrifilm Plate Reader Advanced, which enhances customer experiences with Neogen software and devices.

Laboratory services.

Neogen offers food safety analysis services in the United States ("U.S."), United Kingdom ("U.K.") and India.

Neogen offers food safety analysis services in the United States ("U.S.") and India.

These ISO-accredited laboratories offer a variety of fee-for-service tests for the food and feed industries.

The majority of Neogen’s food safety test kits use immunoassay technology to rapidly detect target substances.

Our ability to produce high-quality antibodies sets our products apart from immunoassay test kits produced and sold by other companies.

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Neogen also offers other testing methods and products to complement its immunoassay tests.

Our test kits are generally based on internally developed technology, licensed technology, or technology that is acquired as a result of acquisitions.

In fiscal 2023, the Food Safety segment incurred expense totaling $3,118 for royalties for licensed technology used in our products, including expense of $838 for allergen products and $489 for the pathogen product line.

Generally, royalty rates are in the range of 2% to 10% of revenues on products containing the licensed technology.

Some licenses involve technology that is exclusive to Neogen’s use, while others are non-exclusive and involve technology licensed to multiple licensees.

Neogen’s international operations in the U.K., Europe, Mexico, Guatemala, Brazil, Argentina, Uruguay, Chile, China and India originally focused on food safety products, and each of these units reports through the Food Safety segment.

In recent years, these operations have expanded to offer our complete line of products and services, including those usually associated with the Animal Safety segment, such as cleaners, disinfectants, rodent control, insect control, veterinary instruments and genomics services.

These additional products and services are managed and directed by existing management at our international operations and report through the Food Safety segment.

Revenues from Neogen’s Food Safety segment accounted for 66.5%, 49.3%, and 50.0% of our total revenues for fiscal years ended May 31, 2023, 2022 and 2021, respectively.

Our test kits are generally based on internally developed technology, licensed technology, or technology that is acquired.

The Food Safety segment incurs expense for royalties for licensed technology used in our products, primarily for our allergen products and the pathogen product line.

Generally, royalty rates are in the range of 2% to 10% of revenues on products containing licensed technology.

Some licenses involve technology that is exclusive to Neogen’s use, while others are non-exclusive and involve technology licensed to multiple licensees.

Revenues from Neogen’s Food Safety segment accounted for 70.9%, 66.5%, and 49.3% of our total revenues for fiscal years ended May 31, 2024, 2023 and 2022, respectively.

ANIMAL SAFETY SEGMENT

Neogen’s Animal Safety segment is primarily engaged in the development, manufacture, marketing, and distribution of veterinary instruments, pharmaceuticals, vaccines, topicals, parasiticides, diagnostic products, a full suite of agricultural biosecurity products such as rodent control, cleaners, disinfectants and insect control, and genomics services.

Neogen’s Animal Safety segment is primarily engaged in the development, manufacture, marketing and distribution of veterinary instruments, pharmaceuticals, vaccines, topicals, parasiticides, diagnostic products, a full suite of agricultural biosecurity products such as rodent control, cleaners, disinfectants and insect control, and genetic evaluation and genomic testing services.

Veterinary instruments.

Neogen markets a broad line of veterinary instruments and animal health delivery systems primarily under the Ideal brand name.

Neogen markets a broad line of veterinary instruments and animal health delivery systems primarily under the Ideal and Prima Tech brand names.

Approximately 600 different products are offered, many of which are used to deliver animal health products, such as antibiotics and vaccines.

Ideal’s D3 and D3X Needles are stronger than conventional veterinary needles and are detectable by metal detectors at meat processing facilities —

a potential market advantage in the safety-conscious beef and swine industries.

Neogen’s Prima product line consists of highly accurate devices used by farmers, ranchers and veterinarians to inject animals, provide topical applications and use for oral administration.

Ideal’s D3 and D3X Needles are stronger than conventional veterinary needles and are detectable by metal detectors at meat processing facilities — a potential market advantage in the safety-conscious beef and swine industries.

Neogen’s Prima product line consists of highly accurate devices used by farmers, ranchers and veterinarians to inject animals, provide topical applications and use for oral administration.

The Prima line also includes products used in artificial insemination in the swine industry, animal identification products and handling equipment.

Veterinary pharmaceuticals.

Animal Safety’s NeogenVet product line provides innovative, value-added, high quality products to the veterinary market.

Animal Safety’s NeogenVet product line provides innovative, value-added, high-quality products to the veterinary market.

Top NeogenVet products include PanaKare, a digestive aid that serves as a replacement therapy where digestion of protein, carbohydrate and fat is inadequate due to exocrine pancreatic insufficiency;

Natural Vitamin E-AD, which aids in the prevention and treatment of vitamin deficiencies in swine, cattle and sheep;

RenaKare, a supplement for potassium deficiency in cats and dogs;

and ThyroKare, a supplement used as replacement therapy for dogs with diminished thyroid function.

Neogen also markets Uniprim, a veterinary antibiotic, and several companion animal parasiticides.

and RenaKare, a supplement for potassium deficiency in cats and dogs.

Neogen also markets Uniprim, a veterinary antibiotic.

Veterinary biologics.

Neogen’s BotVax B vaccine has successfully protected thousands of horses and foals against Type B botulism, commonly known as Shaker Foal Syndrome.

Our product is the only USDA-approved vaccine for the prevention of Type B botulism in horses.

Years of research and many thousands of doses have proven Neogen’s EqStim immunostimulant to be safe and effective as a veterinarian-administered adjunct to conventional treatment of equine bacterial and viral respiratory infections.

The Company’s ImmunoRegulin product uses similar immunostimulant technology to aid in the treatment of pyoderma (a bacterial skin inflammation) in dogs.

Veterinary OTC products.

Animal Safety products offered by Neogen to the retail over-the-counter (OTC) market include Ideal brand veterinary instruments packaged for the retail market.

OTC products also include Stress-Dex, an oral electrolyte replacer for performance horses, and Fura-Zone, for the prevention and treatment of surface bacterial infections in wounds, burns and cutaneous ulcers.

OTC products also include Stress-Dex, an oral electrolyte replacer for performance horses, and SyrFlex Cohesive Flexible Bandages for wound care.

Hoof care, disposables and artificial insemination supplies are marketed to the dairy and veterinary industries.

Neogen also offers several companion animal parasiticides, marketed under the Provecta brand name, through this channel.

Rodent control products.

Neogen’s comprehensive line of proven rodent control products, sold under brand names such as Ramik, CyKill and Havoc, effectively address rodent problems of any size and serve as a critical component of an overall biosecurity plan for animal protein production operations.

Neogen’s comprehensive line of proven rodent control products, sold under brand names such as Ramik, CyKill and Havoc, effectively address rodent control and serve as a critical component of an overall biosecurity plan for animal protein production operations.

Neogen offers several active ingredients, including diphacinone, bromethalin, brodifacoum and zinc phosphide, formulated with food-grade ingredients to generate the highest acceptance and most palatable bait possible.

Cleaners and disinfectants.

Used in animal and food production facilities, Neogen’s cleaners and disinfectants, including Synergize, 904 Disinfectant, Acid-A-Foam, BioPhene, Neogen Viroxide Super, and Companion, can prevent disease outbreaks.

Used in animal and food production facilities, Neogen’s cleaners and disinfectants, including Synergize, BioSentry 904 Disinfectant, Acid-A-Foam, BioPhene, Viroxide Super, and Companion can prevent disease outbreaks.

The products are also used in the veterinary clinic market to maintain sanitary conditions and limit the potential hazards of bacteria, fungi and viruses.

Neogen’s water line cleaner and disinfectant products, including Peraside, NeoKlor, AquaPrime and Siloxycide, are used to clean water lines and provide continuous disinfection of a livestock facility’s water supply.

Insect control products.

Neogen’s highly effective insect control products utilize environmentally friendly technical formulas, and several are approved for use in food establishments and by pest control professionals in a wide range of environments.

The Company’s Prozap insect control brand is used in the large animal production industry, particularly with dairy and equine producers.

Neogen’s SureKill line of products is used by professionals to control a variety of insects, and the Company’s StandGuard Pour-on solution is used for horn fly and lice control in beef cattle.

The Company’s Prozap insect control brand is used in the large animal production industry, particularly with cattle and equine producers.

Neogen’s SureKill line of products is used by professional pest management entities to control a variety of insects, and the Company’s StandGuard Pour-on solution and Protectus are used for horn fly and lice control in beef cattle.

Animal genomics services.

Neogen Genomics provides value-added services to leading agricultural genetics providers, large national cattle associations, companion animal breed registries and direct-to-consumer canine genetic test providers, university researchers, and numerous commercial beef and dairy cattle, swine, sheep and poultry producers.

With state-of-the-art genomics laboratories and comprehensive bioinformatics to interpret genomics test results, Neogen Genomics offers identity and trait determination and analysis.

Neogen provides value-added services to leading agricultural genetics providers, national cattle associations, companion animal breed registries and direct-to-consumer canine genetic test providers, university researchers, and numerous commercial beef and dairy cattle, swine, sheep and poultry producers.

With six global state-of-the-art genomics laboratories and comprehensive bioinformatics to interpret genomics test results, Neogen offers identity and trait determination and analysis.

Our technology employs high-density DNA genotyping and genomic sequencing for identity and trait analysis in a variety of important animal and agricultural plant species.

Our extensive bioinformatics database identifies and predicts an animal’s positive or negative traits based on DNA test results.

This information has helped livestock producers increase the speed of genetic improvement in their herds and the overall performance and quality of their animals.

Neogen’s December 2021 acquisition of Genetic Veterinary Sciences, Inc.

expanded the Company’s portfolio through the addition of a number of genetic tests for companion animals, including dogs, cats and birds.

Neogen’s December 2021 acquisition of Genetic Veterinary Sciences, Inc.

expanded the Company’s portfolio through the addition of more than 350 genetic tests for companion animals, including dogs and cats.

Life sciences.

Neogen’s Life Science/Toxicology line of products include reagents and test kits for immunoassay production, life science research, and forensic and animal toxicology.

Product offering includes a wide range of tests to provide solutions for drugs of abuse, including designer drugs and emerging drugs.

Neogen’s Life Science/Toxicology line of products include reagents and test kits for immunoassay production, life science research, and forensic and animal toxicology.

Our product offering includes a wide range of tests to provide solutions for drugs of abuse, including designer and emerging drugs.

The drug detection assays include over 125 test kits used to screen more than 300 drugs and their metabolites in various forensic matrices, including oral fluid, whole blood, urine, serum, plasma, meconium and others.

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Many of the products and services in the Animal Safety segment use licensed technology.

In fiscal 2023, the Animal Safety segment incurred expense totaling $274 for royalties for licensed technology used in our products and services, including expense of $152 related to genomics services.

Neogen’s operation in Australia originally focused on providing genomics services and sales of animal safety products and reports through the Animal Safety segment.

It has expanded to offer our complete line of products and services, including those usually associated with the Food Safety segment.

These additional products are managed and directed by existing management at Neogen Australasia and report through the Animal Safety segment.

Revenues from Neogen’s Animal Safety segment accounted for 33.5%, 50.7%, and 50.0% of our total revenues for fiscal years ended May 31, 2023, 2022 and 2021, respectively.

As a result, the Animal Safety segment incurs expense for royalties for licensed technology used in our products and services, primarily related to genomics services.

Revenues from Neogen’s Animal Safety segment accounted for 29.1%, 33.5%, and 50.7% of our total revenues for fiscal years ended May 31, 2024, 2023 and 2022, respectively.

GENERAL SALES AND MARKETING

Neogen is organized under two segments —

Food Safety and Animal Safety.

Within these segments, our sales efforts are generally organized by specific markets, and/or geography.

During the fiscal year that ended May 31, 2023, we had approximately 41,000 customers for our products.

As many of our customers are distributors and certain animal safety products are offered to the general retail market, the total number of end users of our products is considerably greater than 41,000.

As of May 31, 2023, a total of 904 employees were assigned to sales and marketing functions, compared to 573 at the end of May 2022.

Within our food safety and animal safety segments, our sales efforts are generally organized by specific markets, and/or geography.

As of May 31, 2024, a total of 997 employees were assigned to sales and marketing functions.

During the fiscal years ended May 31, 2024, 2023 and 2022, no single customer or distributor accounted for 10% or more of our revenues.

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This staff sells our products directly to end users and also handles technical support issues that arise with customers.

Neogen’s food safety markets are primarily comprised of:

• Milling and grain , including grain elevators, feed mills, pet food manufacturers and grain inspection companies;

Meat and poultry , including meat and poultry processors, producers of ready-to-eat meat and poultry products, and the USDA’s Food Safety Inspection Service (FSIS);

• Meat and poultry , including meat and poultry processors, producers of ready-to-eat meat and poultry products, and the USDA’s Food Safety Inspection Service (FSIS);

• Prepared foods and ingredients , including flour millers, malters, bakeries, candy and confection manufacturers, manufacturers of prepared meals, nuts, spices, cookies, crackers and other snack foods;

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ANIMAL SAFETY

Neogen’s staff of specialized animal safety sales, marketing, customer and technical service representatives sell our products and services directly to consumers, dealers, veterinarians, distributors and other manufacturers and also handle technical support issues.

Neogen further supports its distribution channels through product training, field support, various promotions and advertising.

Neogen’s animal safety markets are primarily comprised of:

• Companion animal veterinarians ;

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• Distributors.

To expand the reach of its animal safety OTC and veterinary products, Neogen has a dedicated sales team that sells the Company’s products to animal health product distributors;

• Other manufacturers and government agencies.

INTERNATIONAL SALES AND MARKETING

Neogen maintains Company-owned locations outside of the United States in 23 countries to provide a direct sales presence.

Neogen maintains locations outside of the United States in 24 countries to provide a direct sales presence.

We also maintain a network of distributors to reach countries where we do not have a direct presence.

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Customers in the U.K., France, Germany, Italy, the Netherlands, United Arab Emirates (U.A.E.) and India are served by our employees.

In other regions, customers generally are served by distributors managed by Neogen Europe personnel.

Neogen Europe management also is responsible for various other manufacturing operations and service providers, including Quat-Chem, Ltd., Neogen Italia, Megazyme, Ltd., Delf, Ltd., and Abbott Analytical, Ltd.

In other regions, customers are generally served by distributors managed by Neogen Europe personnel.

Neogen Europe management is also responsible for various other manufacturing operations and service providers, including Neogen Ireland, Quat-Chem, Ltd., Neogen Italia, Megazyme, Ltd., Delf, Ltd., and Abbott Analytical, Ltd.

Neogen Europe has two additional manufacturing locations in Heywood and Liverpool, England, which manufacture culture media supplements and microbiology technologies.

Neogen also operates an accredited laboratory in India, located in Kochi, in the state of Kerala, that performs food safety and water quality testing for food producers, major hotels and restaurants in its home region, as well as safety and quality analysis for the country’s expanding nutraceutical market, and growing food export businesses.

Mexico, Central and South America.

Neogen maintains offices and distribution facilities in Mexico, Guatemala, Brazil, Argentina, Chile, Uruguay and Colombia.

Combined, the businesses distribute Neogen’s products and offer genomics services throughout Mexico, Central and South America to distributors and end customers.

Neogen do Brasil, headquartered near São Paulo, is also responsible for manufacturing, marketing and sales for Rogama, located in Pindamonhangaba, Brazil.

Combined, the businesses distribute Neogen’s products and offer genomics services throughout Latin America to distributors and end customers.

Neogen do Brasil, headquartered near São Paulo, is also responsible for Rogama, located in Pindamonhangaba, Brazil.

This company operates a genomics testing laboratory (formerly named Deoxi) and develops, manufactures and markets rodent control and insect control products.

Rogama offers registered pest control products to Brazil’s agronomic, professional and retail markets.

Asia Pacific.

Neogen maintains offices in Japan, Korea, Thailand, China, Australia and New Zealand.

Combined, the businesses distribute Neogen’s products throughout the Asia Pacific region to distributors and end customers.

Our Chinese subsidiary, located in Shanghai, also operates a genomics testing laboratory, focusing on swine, dairy and beef cattle markets.

Neogen’s Australasia subsidiary also operates a genomics testing laboratory, focusing on sheep and cattle markets in Australia and New Zealand.

Neogen Canada.

This business operates a genomics testing laboratory in Edmonton, Alberta.

Neogen also has a food safety-focused training laboratory, instrument service center and commercial office in London, Ontario.

Other distributor partners.

Outside of our physical locations, Neogen uses our own sales managers in both the Food Safety and Animal Safety segments to work closely with and coordinate the efforts of a network of approximately 800 distributors in more than 100 countries.

The distributors provide local training and technical support, perform market research and promote Company products within designated countries around the world.

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Neogen has a strong commitment to its research and development activities.

Our product development efforts are focused on the enhancement of existing products and on the development of new products that advance our business strategy.

As of May 31, 2023, we employed 136 scientists and support staff in our worldwide research and development group, including immunologists, chemists and microbiologists.

Research and development costs were approximately $26,039, $17,049, and $16,247 representing 3.2%, 3.2%, and 3.5% of total revenues in fiscal years 2023, 2022 and 2021, respectively.

Our product development efforts are focused on the development and commercialization of innovative new products that advance our business strategy and on the enhancement of existing products.

As of May 31, 2024, we employed 106 scientists and support staff in our worldwide research and development group, including immunologists, chemists, geneticists, engineers and microbiologists.

Management currently expects our future research and development expenditures to approximate 2% to 4% of total revenues annually.

The research and development team continues to align with subject matter experts in academia, industry and regulatory agencies for advancing innovative scientific solutions to benefit the Food Safety and Animal Safety sectors.

Neogen has ongoing development projects for several new and improved diagnostic tests and other complementary products for both the Food Safety and Animal Safety markets.

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From its inception, Neogen has acquired and been granted numerous patents and trademark registrations and has numerous pending patents and trademark applications.

Neogen’s patent portfolio includes at least 48 U.S.

Neogen’s patent portfolio includes approximately 170 U.S.

patents, 457 patents in countries outside of the U.S., and 228 pending patent applications globally.

Neogen’s trademark estate includes 119 trademark registrations within the U.S., and 548 trademark registrations in countries outside of the U.S, and 24 trademark registration applications globally.

Neogen’s trademark estate includes approximately 117 trademark registrations within the U.S., 550 trademark registrations in countries outside of the U.S, and 18 trademark registration applications globally.

We do not expect the near-term expiration of any single patent to have a significant effect on future results of operations.

Our offerings also are protected by trade secrets and proprietary know-how when appropriate.

Our offerings are also protected by trade secrets and proprietary know-how when appropriate.

For example, many of our products employ unique antibodies capable of detecting microorganisms and other substances at minute levels.

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Neogen products requiring regulatory approval, which we currently have in place, include BotVax B, EqStim, ImmunoRegulin and Uniprim.

Neogen’s rodenticide, disinfectant, parasiticide and insecticide products are subject to registration in the United States and internationally.

Neogen’s rodent control, disinfectant, parasiticide and insect control products are subject to registration in the United States and internationally.

Neogen utilizes third-party validations and certifications on many of our products and associated methods to provide our customers with confidence that our products perform to specified levels.

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Manufacturing of diagnostic tests for the detection of natural toxins, pathogens, food allergens and spoilage organisms, final kit assembly, quality assurance and shipping takes place at our facilities in Lansing, Michigan.

Proprietary monoclonal and polyclonal antibodies for Neogen’s diagnostic kits are produced on a regular schedule in our immunology laboratories in Lansing.

Generally, the final assembly and shipment of diagnostic test kits to customers in Europe is performed in our Ayr, Scotland facility.

Many of the Company’s food safety diagnostic instruments and readers are produced by third-party vendors to our specifications, quality tested in Lansing, and then shipped to customers.

Many of the Company’s food safety diagnostic instruments and readers are produced by third-party vendors to our specifications, quality tested in Lansing or by our vendors, and then shipped to customers.

Culture media products are manufactured in an ISO-approved facility in Lansing and in Heywood and Liverpool, England.

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Our Clean-Trace product line is manufactured in Wales.

Other FSD products are currently manufactured within 3M plants in the U.S.

Other former 3M FSD products are currently manufactured within 3M plants in the U.S.

Animal health products.

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Our BotVax B vaccine also is produced in the Lansing facility using Type B botulism seed cultures and a traditional fermentation process.

All completed biologic products are then shipped to Neogen’s Lexington facilities, where they are inventoried prior to distribution to customers.

Agricultural genomics services.

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Wisconsin, Tennessee, California, England and Brazil.

Manufacturing of rodent control products consists of blending technical material (active ingredient) with bait consisting principally of various grains.

Certain cleaners and disinfectants are manufactured in Neogen facilities, while others are purchased from other manufacturers for resale or toll manufactured by third parties.

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Shipments of higher volume products are generally accomplished within a 48-hour turnaround time.

Our backlog of unshipped orders at any given time has historically not been significant.

Although competitors vary in individual markets, management knows of no single competitor that is pursuing Neogen’s fundamental strategy of developing and marketing a broad line of products, ranging from disposable tests and culture media to veterinary pharmaceuticals and instruments for a large number of food safety and animal safety concerns.

While competitors differ across individual markets, we are not aware of any single competitor that is pursuing Neogen’s fundamental strategy of developing and marketing a broad line of products, ranging from disposable tests and culture media to veterinary pharmaceuticals and instruments for a large number of food safety and animal safety concerns.

For each of our individual products or product lines, we face intense competition from companies ranging from small businesses to divisions of large multinational companies.

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We compete primarily on the basis of ease of use, speed, accuracy and other performance characteristics of our products.

The breadth of our product line, the effectiveness of our sales and customer service organizations, and pricing also are components in management’s competitive strategy.

Future competition may become even more intense and could result from the development of new technologies, which could affect the marketability and profitability of Neogen’s products.

The breadth of our product line, the effectiveness of our sales and customer service organizations, and pricing also are components in management’s competitive strategy.

Future competition may become even more intense and could result from the development of new technologies, which could affect the marketability and profitability of Neogen’s products.

Our competitive position also depends on our ability to continue to develop proprietary products, attract and retain qualified scientific and other personnel, develop and implement production and marketing plans and protect the intellectual property for new products.

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With a large professional sales organization offering a comprehensive catalog of food safety solutions, management believes we maintain a general advantage over competitors offering only limited product lines.

In most cases, Neogen sales and technical service personnel can offer unique insight into a customer’s numerous safety and quality challenges, and offer testing and other solutions to help the customer overcome those challenges.

Competition for pathogen detection products includes traditional methods and antibody and genetic-based platforms;

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In addition to our extensive product offerings and robust distribution network, we focus our competitive advantage in the areas of customer service, product performance, speed, and ease of use of our products.

Additionally, by aggressively maintaining Neogen’s ability to produce at low cost, we believe that we can be competitive with new market entrants that may choose a low pricing strategy in an attempt to gain market share.

ANIMAL SAFETY:

Neogen’s Animal Safety segment faces no single competitor across the products and markets we serve.

Neogen’s Animal Safety segment does not encounter any single competitor across the various products and markets we serve.

In the life sciences and toxicology markets, we compete against several other diagnostic and reagent companies with similar product offerings.

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The retail rodent control market is not dominated by a single brand.

While the technical

materials used by competing companies are similar, Neogen uses manufacturing and bait formula techniques, which we believe may better attract rodents to the product and thereby improves overall product performance.

While the technical materials used by competing companies are similar, Neogen uses manufacturing and bait formula techniques, which we believe may better attract rodents to the product and thereby improves overall product performance.

Within the insect control market, Chem-Tech products specifically focus on the area of insect control for food and animal safety applications.

There are several competitors offering similar products, however, we have a proprietary formulation chemistry that optimizes the delivery and safe application of insect control products at the customer’s location.

These products currently are only sold in the U.S.

These products are currently only sold in the U.S.

through a combination of direct sales and distributors.

Numerous companies, including a number of large multinationals, compete for sales in the cleaner and disinfectant product segment.

Neogen’s broad line of products is sold around the world, primarily to assist in the cleaning and disinfecting of animal production facilities.

In addition to our extensive portfolio of animal safety products, Neogen also competes in the retail market by providing solutions to common retail problems, such as stock outs, wasted floor space, and inconsistent brand identity.

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The result of this technology allows the acceleration of natural selection through parentage testing and selective breeding of traits such as disease resistance, yield improvement and meat quality.

Competition comes mainly from a number of service providers, some significantly larger than us as well as several smaller companies offering genomics services.

Competition comes mainly from a number of general laboratory service providers, some significantly larger than us as well as several smaller companies offering genomics services.

Neogen Genomics is not involved in cloning or the development of transgenic animals.

GOVERNMENT REGULATION

A significant portion of Neogen’s products and revenues are affected by the regulations of various domestic and foreign government agencies, including the U.S.

Department of Agriculture (USDA), the Environmental Protection Agency (EPA), and the U.S.

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Changes in these regulations could affect revenues and/or costs of production and distribution.

Neogen’s development and manufacturing processes involve the use of certain hazardous materials, chemicals, and compounds.

Neogen’s development and manufacturing processes involve the use of certain hazardous materials, chemicals and compounds.

Management believes that our safety procedures for handling and disposing of such commodities comply with the standards prescribed by federal, state and local regulations.

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However, we have pursued voluntary approvals and certifications for a number of these products to enhance their marketability.

Neogen’s veterinary vaccine products and some pharmaceutical products require government approval to allow for lawful sales.

The vaccine products are approved by the U.S.

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Other animal safety and food safety products generally do not require additional registrations or approvals.

However, Neogen’s regulatory staff routinely monitors amendments to current regulatory requirements to ensure compliance.

HUMAN CAPITAL MANAGEMENT

Our people are a critical component in our continued success.

As a team, they put Neogen’s core values into action, while executing on key growth initiatives to maintain long-term sustainable growth.

As a team, they put Neogen’s core values into action, while executing key initiatives to maintain long-term sustainable growth.

We strive to create a workplace of choice to attract, retain, and develop top talent to achieve our vision and deliver shareholder results.

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Workplace Culture and Employee Engagement .

We have established our One Neogen Pillars of Trust which are the principles that guide our decision-making every day:

Openness Honesty Credibility Respect Service.

We have established our Neogen DNA, which guides us in acting with the utmost integrity as we pursue our mission and goals.

Our Neogen DNA is made up of three parts:

Our Purpose & Promise, Our Principles, and Our Values.

Our Purpose & Promise, the advancement of human and animal technology so we can fuel a brighter future for global food security, is our reason for coming to work and the impact we can have on the world and each other.

Our Principles represent our commitment to our clients and industry, and Our Values represent our commitment to each other.

We value responsibility, consistency, and integrity.

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We strive to create an environment where colleagues feel valued and understand the important role we play in embracing diversity to improve the quality of our innovation, collaboration and relationships.

We are dedicated to executing on our equity, diversity, inclusion and belonging initiatives.

Upholding our core value of “Cultivate Belonging,” we implement policies and practices that not only attract diverse talent, but also support an inclusive culture where everyone can truly belong and thrive.

Our commitment extends beyond our workforce, influencing our partnerships, community engagements, and business practices globally.

Talent Attraction, Development and Retention.

We employ a variety of career development, employee benefits, policies and compensation programs designed to attract, develop and retain our colleagues.

We employ a variety of programs and platforms designed to attract, develop and retain our colleagues.

Employee benefits and policies are designed for diverse needs.

We have internal programs designed to develop and retain talent, including career planning, leadership development programs, performance management and training programs.

Neogen is committed to training and developing our employees so that they can deliver exceptional results to our customers and shareholders.

We have internal programs designed to develop and retain talent, including career planning, leadership development, performance management and learning programs.

Compensation and Benefits .

We strive to support our colleagues’

well-being and enable them to achieve their best at work and at home.

We strive to support our colleagues’ well-being and enable them to achieve their best at work and at home.

Our compensation and benefits programs are designed to be competitive and support colleague well-being, including physical and mental health, financial wellness, and family resources.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business