What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-07-30 compared with 2025-07-30 · 63 added, 1125 removed, 141 unchanged (89% of the section changed)

2 unchanged sentences

The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2025, was carried out under the supervision and with the participation of the Company’s management, including the President & Chief Executive Officer and Chief Financial Officer (“the Certifying Officers”), using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013).

Based on the evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures were not effective as of such date due to material weaknesses in internal control over financial reporting, referenced below.

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2026 , was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of May 31, 2026.

Management’s Report on Internal Control over Financial Reporting

4 unchanged sentences

(2) Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with appropriate authorizations;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision of and with the participation of our management, including the Chief Executive Officer, Chief Financial Officer and the Chief Accounting Officer, we assessed the effectiveness of our internal control over financial reporting as of May 31, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

The objective of this assessment was to determine whether our internal control over financial reporting was effective as of May 31, 2025.

Based on management’s assessment, we have concluded that our internal control over financial reporting was ineffective as of May 31, 2025, due to the material weaknesses relating to our control activities as well as the related information and communication processes described below.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

Remediation of Previously Identified Material Weaknesses

Management's assessment of the Company’s internal control over financial reporting identified the following material weaknesses that existed as of May 31, 2023 and 2024.

As of May 31, 2025, management believes our remediation efforts have been effective with respect to these material weaknesses and that the associated controls are now effective as of May 31, 2025:

• A material weakness in internal control related to ineffective information technology general controls (ITGCs) in the areas of user access and change management over certain information technology (IT) systems that support the Company’s financial reporting processes.

Specifically, we did not design and maintain:

(i) sufficient logical access controls to ensure appropriate segregation of duties and adequately restrict user and privileged access to financial applications, programs and data to appropriate Company personnel;

(ii) program change management controls to ensure that information technology program and data changes affecting financial information technology applications and underlying accounting records are identified, tested, authorized and implemented appropriately.

As a result, manual business process controls that are dependent on the affected ITGCs were also deemed ineffective, because they could have been adversely impacted to the extent that they rely upon information and configurations from the affected IT systems.

• A material weakness in internal controls related to controls over period-end invoice accruals that are designed to ensure the completeness and accuracy of accrued expenses and accrued capital assets.

In fiscal year 2025, we implemented measures designed to improve internal control over financial reporting to remediate the controls that led to the material weaknesses described above.

Such remediation measures included:

• We hired additional accounting and information technology resources with the required technical expertise and clearly defined roles and responsibilities;

• We enhanced the overall identification and review process relating to invoices to be accrued for to ensure the completeness and accuracy of accrued expenses and capital assets;

• We enhanced our processes to evaluate, monitor and approve user access reviews and change management controls;

• We conducted additional training on the Company’s enhanced invoice accrual, user access review and change management controls.

Identified Material Weaknesses

As a result of management’s assessment of the Company’s internal control over financial reporting, we have concluded that as of May 31, 2025, the Company had deficiencies in the control activities and information and communication components of the COSO Framework that constitute material weaknesses, either individually or in aggregate.

Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Under the supervision of and with the participation of our management, including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, management assessed the effectiveness of our internal control over financial reporting as of May 31, 2026, using the criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

As previously disclosed in Item 9A of our Annual Report on Form 10‑K for the fiscal year ended May 31, 2025, management identified material weaknesses in internal control over financial reporting related to the control activities and information and communication components of the COSO framework.

Control Activities

We did not design, implement, and/or operate effective control activities, across substantially all of the Company’s business and financial reporting processes to adequately achieve complete and accurate financial accounting, reporting, and disclosures based on the criteria established in the COSO Framework and we identified deficiencies in the principles associated with the control activities component of the COSO

The following items contributed to the material weakness in control activities, either individually or in aggregate:

During fiscal year 2025, the following items contributed to the material weakness in control activities, either individually or in aggregate:

• Management did not maintain effective management review controls to adequately support certain assumptions applied in its goodwill valuation analysis.

During fiscal year 2026, management designed and implemented enhanced control activities to address the previously identified material weakness in the Control Activities component.

These remediation efforts included formalizing management review controls over significant estimates and assumptions, including goodwill valuation, enhanced documentation and reviews of management’s analyses and conclusions, enhanced controls over the financial close and reporting process and related disclosures, and procedures to verify the completeness and accuracy of information utilized in internal controls.

Information and Communication

We did not consistently generate or provide adequate quality supporting information and communication based on the criteria established in the COSO Framework and we identified deficiencies in the principles associated with the information and communication component of the COSO Framework.

The following were contributing factors to the material weakness in information and communication:

• Management did not consistently retain information and documentation to adequately support the functions of internal control, including controls over information produced by the entity used in connection with control activities.

During fiscal year 2025, the following were contributing factors to the material weakness in information and communication:

• Management did not consistently retain information and documentation to adequately support the functions of internal controls, including controls over information produced by the entity used in connection with control activities;

• Management did not adequately communicate information internally to enable personnel to sufficiently understand internal control responsibilities.

These control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis, and therefore, we concluded that the deficiencies represent material weaknesses.

As a result of these material weaknesses, management has concluded that our internal control over financial reporting was not effective as of May 31, 2025.

However, after giving full consideration to these material weaknesses, and the additional analyses and other procedures that we performed to ensure that our consolidated financial statements were prepared in accordance with US GAAP, we have concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with US GAAP.

The Company’s independent registered public accounting firm, BDO USA, P.C., which has audited and reported on our consolidated financial statements, issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of May 31, 2025, which is included in this annual report below.

Ongoing Remediation Efforts

Management continues to implement and evaluate measures designed to remediate control deficiencies and enhance the overall internal control environment.

These actions are intended to ensure that internal controls are properly designed, effectively implemented, and reliably operated.

Our ongoing and prospective initiatives include:

• Enhancing the design, implementation, and execution of existing control activities, while developing new controls as needed to address identified risks;

• Enhancing internal controls documentation, including the retention of adequate documentary evidence to demonstrate precision in review procedures and the effective operation of management review controls;

• Expanding and formalizing entity-level controls and policies to respond to evolving risks, ensure proper communication and information flow, and promote accountability;

• Developing and deploying document retention protocols aligned with internal control requirements, also planned for implementation in the first quarter of fiscal year 2026;

• Providing training and ongoing education to control owners on the principles of the COSO Internal Control – Integrated Framework (2013), and reinforcing a culture of compliance and accountability;

• Hiring and retaining qualified personnel and external resources to support enhanced control ownership, including the appointment of a dedicated Director of Internal Controls.

During fiscal year 2026, management implemented a remediation plan to address the previously identified material weakness in the Information and Communication component.

These efforts included establishing clear control ownership and accountability for control execution, enhancing documentation standards, improving communication of internal control responsibilities, implementing a centralized system of records to support consistent execution and monitoring of controls, and establishing a dedicated internal controls function reporting to the Chief Accounting Officer.

Management also implemented a formal risk and control framework, provided training to control owners, and performed ongoing monitoring of control performance.

Conclusions Regarding Remediation Efforts

Management evaluated the design, implementation, and operating effectiveness of the remediated controls, including testing control execution over a representative and sufficient period and assessing the sufficiency of supporting documentation and evidence.

Based on its assessment, management concluded that the previously identified material weaknesses have been remediated as of May 31, 2026.

Accordingly, management has concluded that the Company’s internal control over financial reporting was effective as of May 31, 2026.

Management asserts these enhancements, which have been implemented, executed, and monitored during the period, establish a sustainable control environment capable of supporting effective internal control over financial reporting.

The Company’s independent registered public accounting firm, BDO USA, P.C., has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of May 31, 2026, which is included in this Annual Report on Form 10‑K.

Changes in Internal Control over Financial Reporting

Other than with respect to the remediation efforts in connection with the material weaknesses described above, no changes in our internal control over financial reporting were identified as having occurred during the fourth quarter of fiscal year 2025 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

During the fourth quarter of fiscal year 2026, management completed the implementation and validation of remediation activities related to previously identified material weaknesses in internal control over financial reporting.

These remediation activities were in operation during the period and formed part of management’s assessment of internal control effectiveness as of May 31, 2026.

Other than these remediation activities, there were no changes in the Company’s internal control over financial reporting during the fourth quarter of fiscal year 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

We have audited Neogen Corporation’s (the “Company’s”) internal control over financial reporting as of May 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of May 31, 2025, based on the COSO criteria.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of May 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the period ended May 31, 2025, and the related notes (collectively referred to as “the financial statements”) and our report dated July 30, 2025 expressed an unqualified opinion thereon.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2026, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 31, 2026 and 2025, the related consolidated statements of operations , comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the period ended May 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements” and our report dated July 30, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

8 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Material weaknesses were identified regarding management’s failure to design and maintain controls (i) to adequately achieve complete and accurate financial accounting, reporting and disclosures and (ii) to consistently retain information and documentation to adequately support functions of internal control or communicate information internally to personnel.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated July 30, 2025 on those consolidated financial statements.

Definition and Limitations of Internal Control over Financial Reporting

4 unchanged sentences

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that

controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, P.C.

2 unchanged sentences

OTHER INFORMATION

The Company’s Board of Directors appointed Mikhael Nassif to the Board of Directors, effective August 11, 2025.

Nassif was appointed as the President and CEO of the Company, also effective August 11, 2025.

As a non-independent director, it is not expected that Mr.

Nassif will serve on any Board committees.

Nassif will not receive any additional compensation for his service as a director of the Company.

During the quarterly period ended May 31, 2025 , no director or officer (as defined in SEC Rule 16a-1(f)) of the Company adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).

During the quarterly period ended May 31, 2026 , no director or officer (as defined in SEC Rule 16a-1(f)) of the Company adopted .

modified , or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS—NOT APPLICABLE

15 unchanged sentences

The information required by this Item is incorporated by reference from the section entitled “Proposal — Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm” in the Company’s definitive Proxy Statement to be filed within 120 days of May 31, 2026.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) and (2) and (c).

2 unchanged sentences

The Exhibits, listed in the Exhibit Index below, are incorporated herein by reference.

FORM 10-K SUMMARY — NONE

Neogen Corporation

36 unchanged sentences

Neogen Corporation 2023 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed September 18, 2023).

Form of Management Stock Option Award Agreement (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed July 30, 2024).

Form of Management Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed July 30,2024).

Form of Stock Option Award Agreement between Neogen Corporation and certain executive officers (starting October 2025) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed January 8, 2026).

Form of Restricted Share Unit Award Agreement between Neogen Corporation and certain executive officers (starting October 2025) (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-K filed January 8,2026).

Form of Stock Option Award Agreement between Neogen Corporation and certain executive Officers (for inducement grants) (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed January 8, 2026) (1)

Form of Stock Option Award Agreement between Neogen Corporation and independent directors (starting October 2025) (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed January 8, 2026) (1)

Form of Restricted Share Unit Award Agreement between Neogen Corporation and certain executive officers (for inducement grants) (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed January 8, 2026) (1)

Form of Restricted Share Unit Award Agreement between Neogen Corporation and independent directors (starting October 2025) (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed January 8, 2026) (1)

Form of Performance Share Unit Award Agreement between Neogen Corporation and certain executive officers (for inducement grants) (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed January 8, 2026) (1)

Form of Performance Share Unit Award Agreement between Neogen Corporation and certain executive officers(starting October 2025) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed January 8, 2026) (1)

Form of Severance Letter Agreement entered into with executive officers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 31, 2023).

Option Agreement between Neogen Corporation and David H.

Naemura, dated October 26, 2023 (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed July 30,2024).

Offer Letter Agreement between Neogen Corporation and Mikhael Nassif dated June 30, 2025 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Company on July 24, 2025) (1)

Offer Letter Agreement between Neogen Corporation and Bryan Riggsbee dated October 24, 2025 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed October 30, 2025) (1)

Transition Agreement between Neogen Corporation and John Adent, dated April 8, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 9, 2025).

Transition Letter between Neogen Corporation and David Naemura dated September 15, 2025 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed September 15, 2025) (1)

Transition and Separation Agreement between Neogen Corporation and Amy Rocklin dated March 25, 2026 (1)

Neogen Corporation Insider Trading Policy (incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K filed July 30, 2024).

13 unchanged sentences

NEOGEN CORPORATION

Adent, President & Chief

Executive Officer

Chief Financial & Operating Officer

/s/ Mikhael Nassif

Bryan Riggsbee

Mikhael Nassif,

Bryan Riggsbee,

President & Chief Executive Officer

Chief Financial Officer

Chief Accounting Officer

(Principal Executive Officer)

(Chief Financial Officer)

(Principal Financial Officer)

(Principal Accounting Officer)

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Mikhael Nassif

President & Chief Executive Officer

July 30, 2026

Mikhael Nassif

(Principal Executive Officer)

Chief Financial & Operating Officer

July 30, 2025

Bryan Riggsbee

Chief Financial Officer

July 30, 2026

Bryan Riggsbee

(Principal Financial Officer)

Chief Accounting Officer

3 unchanged sentences

July 30, 2026

/s/ Thierry Bernard

July 30, 2026

Thierry Bernard

July 30, 2025

/s/ Jeffrey D.

July 30, 2026

/s/ Ronald D.

July 30, 2026

/s/ Aashima Gupta

July 30, 2026

Aashima Gupta

/s/ Avi Pelossof

July 30, 2026

/s/ Raphael A.

July 30, 2026

/s/ Andrea F.

July 30, 2026

Woteki, Ph.D.

ANNUAL REPORT ON FORM 10-K

ITEM 15 (a)(1)(a)(2) and (c)

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

YEAR ENDED MAY 31, 2025

NEOGEN CORPORATION

LANSING, MICHIGAN

FORM 10-K—ITEM 15(a)(1) AND (2) AND 15(c)

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statements of Neogen Corporation and subsidiaries are included below and incorporated in ITEM 8:

Report of Independent Registered Public Accounting Firm, BDO USA, P.C.

, Grand Rapids, MI PCAOB ID# 243

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Report of Indepen dent Registered Public Accounting Firm

Shareholders and Board of Directors

Neogen Corporation

Lansing, Michigan

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Neogen Corporation (the “Company”) as of May 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the period ended May 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended May 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated July 30, 2025 expressed an adverse opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment – Food Safety & Animal Safety Reporting Units

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s goodwill balance was $1.065 billion at May 31, 2025, of which $0.997 billion is allocated to the Company’s Food Safety reporting unit and $0.068 billion to the Animal Safety reporting unit.

Management reviews the carrying amounts of goodwill annually at the reporting unit level, or when indications of impairment exist, to determine if goodwill

may be impaired.

Goodwill is tested for impairment annually in the fourth quarter of the Company’s fiscal year.

The Company estimates the fair value of its reporting units using a combination of discounted cash flows and market-based approaches.

As disclosed by management, the discounted cash flows approach is based on the reporting unit’s forecasted cash flows, including forecasted revenue growth rates and gross margins assumptions, that are discounted to present value using the reporting unit’s weighted average cost of capital (“WACC”) as the discount rate.

The Company recognized $1.059 billion of impairment during the year ended May 31, 2025.

We identified the Goodwill Impairment Assessment related to the Food Safety and Animal Safety reporting units as a critical audit matter.

The determination of fair value of each reporting unit requires management to make assumptions used in the discounted cash flows approach, including the assumptions of forecasted revenue growth rates, gross margins, and the discount rate.

Auditing management’s assumptions used in the calculation of the fair value of reporting units involved especially challenging and subjective auditor judgment, including the extent of specialized knowledge or skill needed.

The primary procedures we performed to address this critical audit matter included:

• Evaluating the reasonableness of the forecasted revenue growth rates used by management by:

(i) comparing the forecasted revenue growth rates to historical operating performance and (ii) evaluating the forecasted revenue growth rates for consistency with external peer company financial data and other industry information.

• Evaluating the reasonableness of the gross margins by comparing to historical operating performance.

• Utilizing personnel with specialized knowledge and skill in valuation to assist in evaluating the reasonableness of the discount rates.

/s/ BDO USA, P.C.

We have served as the Company’s auditor since 2014.

Grand Rapids, Michigan

/s/ Catherine E.

July 30, 2026

Neogen Corporation

Consolidated Bala nce Sheets

(in thousands, except shares)

Current Assets

Cash and cash equivalents

Marketable securities

Accounts receivable, net

Inventory, net

Assets held for sale

Prepaid expenses and other current assets

Total Current Assets

Property and Equipment

Land and improvements

Building and improvements

Machinery and equipment

Furniture and fixtures

Construction in progress

Total Property and Equipment

Less accumulated depreciation

Property and Equipment, net

Right of use assets (note 5)

Goodwill (note 6)

Amortizable intangible assets, net (note 6)

Other non-current assets

Total Other Assets

Liabilities and Stockholders’ Equity

Current Liabilities

Current portion of debt

Accounts payable

Accrued compensation

Income tax payable (note 11)

Accrued interest

Deferred revenue

Liabilities held for sale

Other current liabilities

Total Current Liabilities

Deferred Income Tax Liability (note 11)

Non-Current Debt (note 9)

Other Non-Current Liabilities

Total Liabilities

Commitments and Contingencies (note 12)

Stockholders’ Equity

Preferred stock, $ 1.00 par value — shares authorized 100,000 ;

and outstanding

Common stock, $ 0.16 par value — shares authorized 315,000,000 ;

217,044,498 and 216,614,407 shares issued and outstanding at May 31, 2025 and 2024, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Retained earnings (accumulated deficit)

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

See accompanying notes to consolidated financial statements.

Neogen Corporation

Consolidated S tatements of Operations

(in thousands, except shares)

Year Ended May 31,

Product revenues

Service revenues

Total Revenues

Cost of Revenues

Cost of product revenues

Cost of service revenues

Cost of Revenues

Operating Expenses

Sales and marketing

General and administrative

Goodwill impairment

Research and development

Total Operating Expenses

Operating Loss (Income)

Other Expense

Interest income

Interest expense

Total Other Expense

Loss Before Taxes

Income Tax (Benefit) Expense

Net Loss Per Share

Weighted Average Shares Outstanding

See accompanying notes to consolidated financial statements.

Neogen Corporation

Consolidated St atements of Comprehensive (Loss) Income

(in thousands)

Year Ended May 31,

Other comprehensive income (loss)

Foreign currency translations gain (loss)

Unrealized gain on marketable securities (1)

Unrealized (loss) gain on derivative instruments (2)

Other comprehensive income (loss), net of tax:

Total Comprehensive Loss

(1) Amounts are net of tax of $ 293 and $ 389 during the twelve months ending May 31, 2024 and 2023, respectively.

(2) Amounts are net of tax of ($ 987 ), $ 1,232 , and ($ 644 ) during the twelve months ending May 31, 2025, 2024, and 2023 respectively.

See accompanying notes to consolidated financial statements.

Neogen Corporation

Consolidated Stat ements of Stockholders’ Equity

(in thousands, except share amounts)

Retained Earnings

Share-based compensation expense

Exercise of options and RSUs

Issuance of shares under employee stock purchase plan

Issuance of shares for 3M transaction

Other comprehensive loss

Share-based compensation expense

Exercise of options and RSUs

Issuance of shares under employee stock purchase plan

Other comprehensive income

Share-based compensation expense

Exercise of options and RSUs

Issuance of shares under employee stock purchase plan

Other comprehensive income

See accompanying notes to consolidated financial statements.

Neogen Corporation

Consolidated Statements of Cash Flows

(in thousands)

Year Ended May 31,

Cash Flows provided by Operating Activities

Adjustments to reconcile net loss to net cash from operating activities:

Depreciation and amortization

Impairment of discontinued product lines

(Gain) loss on sale of minority interest

Deferred income taxes

Share-based compensation

(Gain) loss on disposal of property and equipment

Amortization of debt issuance costs

Goodwill and other long-lived asset impairment

Loss on refinancing and extinguishment of debt

Right of use asset amortization

Changes in operating assets and liabilities, net of business acquisitions:

Accounts receivable, net

Inventories, net

Prepaid expenses and other current assets

Accounts payable and accrued liabilities

Interest expense accrual

Changes in other non-current assets and non-current liabilities

Net Cash provided by Operating Activities

Cash Flows (used for) provided by Investing Activities

Purchase of property, equipment and other non-current intangible assets

Proceeds from the maturities of marketable securities

Purchase of marketable securities

Business acquisitions, net of cash acquired

Proceeds from the sale of property and equipment and other

Net Cash (used for) provided by Investing Activities

Cash Flows (used for) provided by Financing Activities

Exercise of stock options and issuance of employee stock purchase plan shares

Tax payments related to share-based awards

Proceeds from issuance of long-term debt

Repayment of long-term debt

Proceeds from issuance of revolving credit facility

Debt issuance costs paid

Repayment of finance lease and other

Net Cash (used for) provided by Financing Activities

Effects of Foreign Exchange Rate on Cash

Net (Decrease) Increase in Cash and Cash Equivalents

Cash and Cash Equivalents, Beginning of Year

Cash and Cash Equivalents, End of Year

Supplementary Cash Flow Information

Cash paid for interest

Property and equipment obtained for noncash consideration

Income taxes paid, net of refunds

See accompanying notes to consolidated financial statements.

NEOGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands)

Summary of Significant Accounting Policies

Neogen Corporation and subsidiaries ("Neogen," "we," "our," or the "Company") 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.

Our 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.

Basis of Consolidation

The consolidated financial statements include the accounts of Neogen Corporation and its subsidiaries, all of which are wholly-owned as of May 31, 2025.

All intercompany accounts and transactions have been eliminated in consolidation.

Functional Currency

Our functional currency is the U.S.

We translate our non-U.S.

operations’ assets and liabilities denominated in foreign currencies into U.S.

dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period.

Translation adjustments resulting from exchange rate fluctuations are recorded in other comprehensive (loss) income.

Gains or losses from foreign currency transactions are included in other (expense) income on our consolidated statements of operations.

During fiscal years 2025, 2024 and 2023 , the Company incurred $ 3,697 , $ 5,184 and $ 5,322 of foreign currency losses, respectively.

New Accounting Pronouncements Adopted

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which modifies the disclosure and presentation requirements of reportable segments.

The amendments in the update require the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit and loss.

The amendments also require disclosure of all other segment items by reportable segment and a description of its composition.

Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The Company adopted this pronouncement and provided required disclosures in Note 15 "Segment Information" to the consolidated financial statements.

The Company will adopt the interim requirements on June 1, 2025.

New Accounting Pronouncements Not Yet Adopted

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S.

and in foreign jurisdictions.

The update will be effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes.

Income Statement (Topic 220):

Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement.

The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact that the new guidance will have on the presentation of its consolidated financial statements and accompanying notes.

Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents consist of bank demand accounts, savings deposits, certificates of deposit and commercial paper with original maturities of 90 days or less.

Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits.

The Company has not experienced losses related to these balances and believes it is not exposed to significant credit risk regarding its cash and cash equivalents.

The carrying value of these assets approximates fair value due to the short maturity of these instruments and is classified as Level 1 in the fair value hierarchy.

Cash held by foreign subsidiaries was $ 58,468 and $ 68,276 at May 31, 2025 and 2024 , respectively.

Marketable Securities

The Company had marketable securities held by banks or broker-dealers consisting of commercial paper and corporate bonds rated at least A-1/P-1 (short-term) and A/A2 (long-term) with original maturities between 91 days and two years .

These securities are classified as available for sale.

Changes in fair value are monitored and recorded on a monthly basis and are recorded in other comprehensive (loss) income.

In the event of a downgrade in credit quality subsequent to purchase, the marketable securities investment is evaluated to determine the appropriate action to take to minimize the overall risk to our marketable securities portfolio.

If fair value is less than its amortized cost basis, then the Company evaluates whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for credit losses.

As of May 31, 2024 , there were no recorded allowance for credit losses related to the marketable securities.

This evaluation included a review of the credit quality of the issuers, the financial health of the underlying securities, and the economic environment.

The unrealized losses on our marketable securities are primarily related to market fluctuations in the interest rates.

As of May 31, 2024, the expected duration of all unrealized losses was less than 12 months.

Where there is an intention or a requirement to sell an impaired available-for-sale debt security, the entire impairment is recognized in earnings with a corresponding adjustment to the amortized cost basis of the security.

Short-term investments are not entered into for trading or speculative purposes.

These securities are recorded at fair value based on recent trades or pricing models and therefore meet the Level 2 criteria.

Interest income on these investments is recorded within other (expense) income on the consolidated statements of operations.

Marketable Securities as of May 31, 2025 and 2024 are listed below by classification and remaining maturities.

Year Ended May 31,

Commercial Paper & Corporate Bonds

Total Marketable Securities

The components of marketable securities as of May 31, 2024 are as follows:

Commercial Paper & Corporate Bonds

Derivative Financial Instruments

The Company operates on a global basis and is exposed to the risk that its financial condition, results of operations and cash flows could be adversely affected by changes in foreign currency exchange rates and changes in interest rates.

To reduce the potential effects of foreign currency exchange rate movements on net earnings, the Company enters into derivative financial instruments in the form of foreign currency exchange forward contracts with a major financial institution and has also entered into interest rate swap contracts as a hedge against changes in interest rates.

Management settles its foreign currency forward contracts monthly with its one counterparty.

There are no collateral or margin requirements as part of these forward contracts.

The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities.

For the Company's interest rate swap derivative, the Company designated it as a cash flow hedge in accordance with its established policy.

The interest rate swap derivative is a bilateral agreement with no margin requirements.

Each reporting period, derivatives are recorded at fair value in other current assets, other assets, accrued liabilities and other long-term liabilities.

The change in fair value is recorded in accumulated other comprehensive loss, and amounts are reclassified into interest expense on the consolidated statements of operations when transactions are realized.

Derivatives that are not designated as hedges are adjusted to fair value with a corresponding adjustment to earnings.

The Company does not enter into derivative financial instruments for trading or speculative purposes.

Use of Estimates

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and judgments that affect amounts reflected in the consolidated financial statements.

Considerable judgment is often involved in making such estimates, and the use of different assumptions could result in different conclusions.

The most significant estimates include our evaluation of goodwill impairment, deferred taxes, intangible assets acquired, and fair value measurements.

Management believes its assumptions and estimates are reasonable and appropriate.

However, actual results could differ from those estimates.

Accounts Receivable and Concentrations of Credit Risk

Financial instruments which potentially subject Neogen to concentrations of credit risk consist principally of accounts receivable.

Management attempts to minimize credit risk by reviewing customers’ credit histories before extending credit and by monitoring credit exposure on a regular basis.

Collateral or other security is generally not required for accounts receivable.

As of May 31, 2025, 2024, and 2023 accounts receivable, net was $ 153,384 , $ 173,005 , and $ 153,253 respectively, on the balance sheets.

We maintain an allowance for customer accounts that reduces receivables to amounts that are expected to be collected.

In estimating the allowance for credit losses, management considers relevant information about past events, current conditions and reasonable and supportable forecasts that affect the collectability of financial assets.

Once a receivable balance has been determined to be uncollectible, generally after all collection efforts have been exhausted, that amount is charged against the allowance for credit losses.

The provision is recorded within operating expenses on the consolidated statements of operations.

No customer accounted for more than 10 % of accounts

receivable as of May 31, 2025 or 2024 , respectively.

The activity in the allowance for credit losses was as follows:

Year Ended May 31,

Beginning Balance

Reclass to held for sale (1)

Ending Balance

(1) This is allowance for credit losses reclassified to the Company's held for sale entities.

"Assets Held for Sale" for further detail.

Inventories are stated at the lower of cost or net realizable value, determined on the first-in, first-out method.

The components of inventories were as follows:

Year Ended May 31,

Raw Materials

Work-in-process

Finished goods

Inventory reserve

Inventory, net

The Company’s inventories are analyzed for slow moving, expired and obsolete items on a quarterly basis and the inventory reserve is adjusted as required within cost of revenues.

See Note 6 "Goodwill and Other Intangible Assets"

Property and Equipment

Property and equipment is stated at cost.

Expenditures for major improvements are capitalized while repairs and maintenance are charged to expense as incurred.

Depreciation is provided on the straight line method over the estimated useful lives of the respective assets, which are generally seven to 39 years for buildings and improvements, and three to 10 years for furniture, fixtures, computers and machinery and equipment.

Leasehold improvements are amortized over the expected life of the asset or term of the lease, whichever is shorter.

Depreciation expense was $ 25,566 , $ 21,771 and $ 17,292 in fiscal years 2025, 2024, and 2023, respectively.

During the quarter ended May 31, 2024, the Company reclassified $ 13,684 of capitalized cloud computing software costs from property and equipment.

$ 13,140 of this total was reclassified to prepaid expenses and other current assets, with the remaining $ 544 recognized as incremental amortization within general and administrative expense in the consolidated statements of operations.

Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase price over fair value of tangible net assets of acquired businesses after amounts are allocated to other identifiable intangible assets.

The Company's business is organized into two operating segments:

Food Safety and Animal Safety.

Under the goodwill guidance, management determined that each of its segments represents a reporting unit.

Other intangible assets include customer relationships, trademarks, licenses, trade names, developed technology, covenants not-to-compete and patents.

Customer relationships intangibles are amortized on either an accelerated or straight line basis, reflecting the

pattern in which the economic benefits are consumed, while all other amortizable intangibles are amortized on a straight line basis.

Intangibles are amortized over 2 to 25 years.

Management reviews the carrying amounts of goodwill annually at the reporting unit level, or when indications of impairment exist, to determine if goodwill may be impaired.

Goodwill and indefinite-lived intangibles are tested for impairment annually in the fourth quarter of our fiscal year.

During management's annual test or when there are indicators of impairment, if the carrying amounts of these assets are deemed to be less than fair value based upon a discounted cash flow analysis and comparison to comparable EBITDA multiples of peer companies, such assets are reduced to their estimated fair value and a charge is recorded to operations.

Amortizable other intangible assets are tested for impairment when indications of impairment exist.

If the carrying amounts of these assets are deemed to be less than fair value based upon a discounted cash flow analysis, such assets are reduced to their estimated fair value and a charge is recorded to operations.

Long-lived Assets

Management reviews the carrying values of its long-lived assets to be held and used, including definite-lived intangible assets, for possible impairment whenever events or changes in business conditions warrant such a review.

The carrying value of a long-lived asset is considered impaired when the anticipated separately identifiable undiscounted cash flows over the remaining useful life of the asset are less than the carrying value of the asset.

In such an event, fair value is determined using undiscounted cash flows, and if lower than the carrying value, impairment is recognized through a charge to operations.

Equity Compensation Plans

At May 31, 2025, the Company had stock award plans which are described more fully in Note 10 to the consolidated financial statements.

We measure stock-based compensation at the grant date, based on the estimated fair value of the award, and recognize the cost as compensation expense on a straight line basis over the requisite service period and reverse compensation expense due to forfeitures as they occur.

Our stock-based compensation expense is reflected in general and administrative expense in our consolidated statements of operations.

Research and Development Costs

Research and development costs, which consist primarily of compensation costs, administrative expenses and new product development, among other items, are expensed as incurred.

Advertising Costs

Advertising costs are expensed within sales and marketing as incurred and totaled $ 4,123 , $ 3,301 and $ 2,548 in fiscal years 2025, 2024 and 2023 , respectively.

The Company recognizes, in the consolidated balance sheets, a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.

We recognized all leases with terms greater than 12 months in duration on our consolidated balance sheets as right-of-use assets and lease liabilities.

Right-of-use assets are recorded in other assets on our consolidated balance sheets.

Current and non-current lease liabilities are recorded in other accruals within current liabilities and other non-current liabilities, respectively, on our consolidated balance sheets.

We evaluate our contracts to determine if an arrangement is a lease at inception and classify it as a finance or operating lease.

Leased assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term.

Our lease terms may include options to extend when it is reasonably certain that we will exercise that option.

We have made certain assumptions and judgments when accounting for leases, the most significant of which are:

• We did not elect to use hindsight when considering judgments and estimates such as assessments of lessee options to extend or terminate a lease or purchase the underlying asset.

• For all asset classes, we elected to not recognize a right-of-use asset and lease liability for short-term leases (i.e.

leases with a term of 12 months or less).

• For all asset classes, we elected to not separate non-lease components from lease components to which they relate and have accounted for the combined lease and non-lease components as a single lease component.

• The determination of the discount rate used in a lease is our incremental borrowing rate that is based on our estimate of what we would normally pay to borrow on a fully collateralized and amortized basis over a similar term an amount equal to the lease payments.

Revenue Recognition

We determine the amount of revenue to be recognized through application of the following steps:

• Identification of the contract with a customer;

• Identification of the performance obligations in the contract;

• Determination of the transaction price;

• Allocation of the transaction price to the performance obligations in the contract;

• Recognition of revenue when or as the Company satisfies the performance obligations.

Neogen’s revenue is generated through contracts with its customers.

A performance obligation is a promise in a contract to transfer a product or service to a customer.

We generally recognize revenue at a point in time when all of our performance obligations under the terms of a contract are satisfied.

Revenue is recognized upon transfer of control of promised products or services in an amount that reflects the consideration we expect to receive in exchange for those products or services.

The collectability of consideration on the contract is reasonably assured before revenue is recognized.

To the extent that customer payment has been received before all recognition criteria are met, these revenues are initially deferred in current liabilities on the consolidated balance sheets and the revenue is recognized in the period that all recognition criteria have been met.

Certain agreements with customers include discounts or rebates on the sale of products and services applied retrospectively, such as volume rebates achieved by purchasing a specified threshold of goods and services.

We account for these discounts as variable consideration and estimate the likelihood of a customer meeting the threshold in order to determine the transaction price using the most predictive approach.

We typically use the most-likely-amount method, for incentives that are offered to individual customers, and the expected-value method, for programs that are offered to a broad group of customers.

Variable consideration reduces the amount of revenue that is recognized.

Rebate obligations related to customer incentive programs are recorded in other current liabilities on the consolidated balance sheets.

The rebate estimates are adjusted at the end of each applicable measurement period based on information currently available.

The performance obligations in Neogen’s contracts are generally satisfied well within one year of contract inception.

In such cases, management has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component.

Management has elected to utilize the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred because the amortization period for the prepaid costs that would otherwise have been deferred and amortized is

one year or less.

We account for shipping and handling for products as a fulfillment activity when goods are shipped.

Shipping and handling costs that are charged to and reimbursed by the customer are recognized as revenues, while the related expenses incurred by Neogen are recorded in sales and marketing expense.

These expenses totaled $ 29,719 , $ 25,290 , and $ 18,513 in fiscal years 2025, 2024 and 2023 , respectively.

Revenue is recognized net of any tax collected from customers.

The taxes are subsequently remitted to governmental authorities.

Our terms and conditions of sale generally do not provide for returns of product or reperformance of service except in the case of quality or warranty issues.

While these situations are infrequent, due to immateriality of the amount, warranty claims are recorded in the period incurred.

Business Combinations

The Company utilizes the acquisition method of accounting for business combinations.

This method requires, among other things, that results of operations of acquired companies are included in the Company's results of operations beginning on the respective acquisition dates and that assets acquired and liabilities assumed are recognized at fair value as of the acquisition date.

Valuation specialists are used to develop and evaluate the appropriateness of the fair value estimates, often utilizing cash flow projections and other related valuation techniques.

The fair value of assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date.

Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred.

Held for Sale

In accordance with ASC 360-10-45-9, the Company classifies long-lived assets or disposal groups as held for sale when all of the following criteria are met:

• Management commits to a plan to sell the asset;

• The asset is available for immediate sale in its present condition;

• An active program to locate a buyer and complete the plan has been initiated;

• The sale of the asset is probable within one year;

• The asset is being actively marketed at a price that is reasonable in relation to its current fair value;

• Significant changes to or withdrawal from the plan are unlikely.

When an asset (or disposal group) is classified as held for sale, the Company ceases to depreciate the asset and reports it at the lower of its carrying amount or fair value less costs to sell.

Any losses arising from initial classification or subsequent measurement are recognized in the consolidated statements of operations.

Gains are not recognized on the sale of a long-lived asset until the date of sale.

Loss Contingencies

Various legal actions, proceedings, and claims (generally, “matters”) are pending or may be instituted or asserted against the Company.

The Company accrues for matters when losses are deemed probable and reasonably estimable.

However, the ultimate resolutions of these matters are inherently unpredictable and could require payment substantially in excess of the amounts that have been accrued or disclosed.

Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified.

Revenue Recognition

The Company derives revenue from two primary sources — product revenue and service revenue.

Product revenue consists primarily of shipments of:

• Diagnostic test kits, culture media and related products used by food producers and processors to detect harmful natural toxins, foodborne bacteria, allergens and levels of general sanitation;

• Consumable products marketed to veterinarians, retailers, livestock producers and animal health product distributors;

• Rodent control products, disinfectants and insect control products to assist in the control of rodents, insects and disease in and around agricultural, food production and other facilities.

Revenues for Neogen’s products are recognized and invoiced when the product is shipped to the customer.

Service revenue consists primarily of:

• Genomic identification and related interpretive bioinformatic services;

• Other commercial laboratory services.

Revenues for Neogen’s genomics and commercial laboratory services are recognized and invoiced when the applicable laboratory service is performed and the results are conveyed to the customer.

Payment terms for products and services are generally 30 to 90 days .

Contract liabilities represent deposits made by customers before the satisfaction of performance obligation(s) and recognition of revenue.

Upon completion of the performance obligation(s) that the Company has with the customer, the liability for the customer deposit is relieved and revenue is recognized.

These customer deposits are recorded within deferred revenue on the consolidated balance sheets.

Changes in the balances relate primarily to sales of the Company's genomics services and Neogen Analytics.

The following table summarizes contract liabilities by period:

Year Ended May 31 ,

Beginning balance

Recognized into revenue

Ending balance

The following table presents disaggregated revenue by major product and service categories for the years ended May 31, 2025, 2024 and 2023:

Year Ended May 31,

Natural Toxins & Allergens

Bacterial & General Sanitation

Indicator Testing, Culture Media & Other

Rodent Control, Insect Control & Disinfectants

Genomics Services

Animal Safety:

Life Sciences

Veterinary Instruments & Disposables

Animal Care & Other

Rodent Control, Insect Control & Disinfectants

Genomics Services

Total Revenue

Net Loss Per Share

Basic net loss per share is based on the weighted average number of common shares outstanding during each year.

Diluted losses per share is based on the weighted average number of common shares and dilutive potential common shares outstanding.

Our dilutive potential common shares outstanding during the years result from dilutive stock options and restricted stock units ("RSUs").

The following table presents the net loss per share calculations:

Year Ended May 31,

Numerator for basic and diluted net loss per share — Net Loss

Denominator for basic net loss per share — Weighted average shares

Effect of dilutive stock options and restricted stock units

Denominator for diluted net loss per share

Net loss attributable per share

Due to the net loss in fiscal years 2025, 2024, and 2023, the stock options and RSUs are anti-dilutive.

At May 31, 2025, May 31, 2024, and May 31, 2023 approximately 120,736 , 332,025 and 147,671 shares, respectively, were excluded from the calculation of diluted net loss per share, because the inclusion of such securities in the calculation would have been anti-dilutive.

Assets Held for Sale

In April 2025, the Company announced that it has entered into a definitive agreement to sell its global Cleaners and Disinfectants ("C&D") business to Kersia Group.

The transaction is expected to close in the first quarter of the Company's 2026 fiscal year, subject to regulatory approval and customary conditions.

The C&D business and the associated assets and liabilities met the criteria for presentation as held for sale as of May 31, 2025 .

The Company determined that the fair value less cost to sell exceeded the carrying value.

Therefore, no impairment charge was recognized.

The planned divestiture did not meet the criteria for presentation as a discontinued operation.

The major classes of assets and liabilities held for sale of the C&D business were as followed:

Year Ended May 31, 2025

Accounts receivable, net

Inventory, net

Prepaid expenses and other current assets

Property and equipment, net

Right of use assets

Amortizable intangible assets, net

Total assets held for sale

Accounts payable

Accrued compensation

Other current liabilities

Deferred income tax liability

Other non-current liabilities

Total liabilities held for sale

Subsequent Event

On July 18, 2025, the Company completed the divestiture of its global C&D business to Kersia Group for $ 130,000 in cash at closing, plus contingent consideration tied to future performance of the business.

We lease various manufacturing, laboratory, warehousing and distribution facilities, administrative and sales offices, equipment and vehicles under operating and finance leases.

Supplemental balance sheet information related to operating and finance leases was as follows:

Year Ended May 31,

Rights of use - non-current assets

Lease liabilities - other current liabilities

Lease liabilities - non-current liabilities

Property and equipment

Current portion of finance lease

The weighted average remaining lease term and weighted average discount rate were as follows:

Year Ended May 31,

Operating Leases

Weighted average remaining lease term

Weighted average discount rate

Financing Lease

Weighted average remaining lease term

Weighted average discount rate

Operating lease expenses are classified as cost of revenues or operating expenses on the consolidated statements of operations.

The components of lease expense were as follows:

Year Ended May 31,

Operating leases

Short term leases

Financing lease expense:

Amortization of asset

Interest on lease liability

Total lease expense

Supplemental cash flow information is as follows:

Year Ended May 31,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases

Operating cash flows for finance leases

Financing cash flows for finance leases

Non-cash assets obtained in exchange for lease obligations:

Operating leases

Finance leases

Future lease payments as of May 31, 2025 are as follows:

Years ending May 31,

2031 and thereafter

Total lease payments

imputed interest

Total lease liabilities

As of May 31, 2025 , the Company had additional leases, primarily for real estate that have not yet commenced with undiscounted lease payments of approximately $ 2,316 .

The leases are expected to commence in the first half of fiscal year 2026 with lease terms up to seven years .

Goodwill and Other Intangible Assets

In the second quarter of fiscal year 2025, the Company identified that the impact of integration challenges and end market conditions on the recent overall financial performance of the Food Safety reporting unit represented a triggering event to test goodwill within that reporting unit for impairment as of the first day of the second quarter of fiscal year 2025 .

Management utilized a third-party to quantitatively assess its Food Safety reporting unit.

Based on the results of the analysis, the carrying value of the Food Safety reporting unit exceeded its fair value.

Accordingly, an impairment charge of $ 461,390 was recorded.

Differences in the balance sheet change and impairment charge are due to foreign exchange.

Management also completed the annual impairment analysis of goodwill using a third-party quantitative assessment as of the first day of the fourth quarter of fiscal year 2025 .

Management utilized a third-party to quantitatively assess its Food Safety and Animal Safety reporting units.

Based on the results of the analysis, the carrying value of the Food Safety and Animal Safety reporting units exceeded its fair value as of March 1, 2025.

Accordingly, impairment charges of $ 584,826 and $ 13,105 were recorded for the Food Safety and Animal Safety reporting units, respectively.

The fourth quarter impairment charges were primarily caused by recent overall financial performance.

Differences in the balance sheet change and impairment charge are due to foreign exchange.

The annual impairment analysis resulted in no impairment for 2024 and 2023.

Fair value of the reporting unit was estimated based on a combination of an income-based approach, consisting of a discounted cash flows analysis, and a market-based approach, consisting of pricing multiples derived from an analysis of comparable public companies multiplied against historical and/or anticipated financial metrics of the reporting unit.

The inputs to the fair value are defined in the fair value hierarchy as Level 3 inputs.

The following table summarizes goodwill by reportable segment:

Animal Safety

Balance, May 31, 2023

Foreign currency translation and other

Balance, May 31, 2024

Foreign currency translation and other (1)

Balance, May 31, 2025

(1) Other charge includes goodwill impairment related to held for sale entities.

Intangible Assets

Definite-lived intangible assets consisted of the following and are included in amortizable intangible assets within the consolidated balance sheets:

Covenants not to compete

Customer relationships intangibles

Trade names and trademarks

Developed technology

Other product and service-related intangibles

Balance, May 31, 2025

Covenants not to compete

Customer relationships intangibles

Trade names and trademarks

Developed technology

Other product and service-related intangibles

Balance, May 31, 2024

Amortization expense for intangibles totaled $ 93,917 , $ 94,946 , and $ 71,085 in fiscal years 2025, 2024, and 2023 , respectively.

During fiscal year 2024 and 2023, the Company recorded an impairment of $ 556 and $ 2,109 , respectively, to its amortizable licenses related to discontinued product lines.

Estimated amortization expense for fiscal years:

2026—$ 96,000 , 2027—$ 96,000 , 2028—$ 95,000 , 2029—$ 91,000 , and 2030—$ 90,000 , 2031 and thereafter—$ 942,000 .

If actual market conditions or the Company’s performance are less favorable than those projected by management, or if events occur or circumstances change that would reduce the fair value of the Company’s goodwill or intangible assets below the amount reflected in the balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges on its goodwill or intangible assets, which could be material, in future periods.

The amortizable intangible assets' useful lives are as follows:

Useful Lives Range

Covenants not to compete

Customer relationships intangibles

Trade names and trademarks

10 - 25 years

Developed technology

10 - 20 years

Other product and service-related intangibles

All definite-lived intangibles are amortized on a straight line basis with the exception of definite-lived customer relationships intangibles and product and service-related intangibles, which are amortized on either a straight line or an accelerated basis.

During the fourth quarter of fiscal year 2025, the Company identified that recent overall financial performance of its asset groups represented a triggering event to test long-lived assets for impairment as of March 1, 2025.

Management utilized a third-party to quantitatively assess its asset groups with an undiscounted cash flow analysis.

Based on the results of the analysis, the undiscounted cash flows of the asset groups exceeded their carrying value.

Accordingly, a further impairment assessment was not required.

During fiscal year 2023, the Company recorded an impairment of $ 1,000 to its non-amortizable trademarks related to discontinued product lines.

This impairment was recorded in the Company's Food Safety segment within operating expenses.

Management completed the annual impairment analysis of intangible assets with indefinite lives using a qualitative assessment for fiscal year 2023 .

Other than the impairment in fiscal year 2023 related to the discrete trademarks discussed above, management determined that other recorded amounts were not impaired and that no additional impairment charges were necessary.

In fiscal year 2024, the non-amortizable intangible assets were reclassified to definite-lived intangible assets.

In conjunction with the reclassification, management completed an impairment analysis of the intangible assets using a qualitative assessment and determined that recorded amounts were not impaired.

Restructuring

The Company regularly evaluates its business and objectives to ensure that it is properly configured and sized based on changing market conditions.

Accordingly, the Company has implemented certain restructuring initiatives, including consolidation of certain facilities throughout the world and rationalization of its operations.

In fiscal year 2024, management initiated a restructuring plan to begin streamlining the Company's global genomics business.

Management continued and primarily finalized the restructuring plan to streamline operations of the Company's global genomics business.

This restructuring plan was complete by May 31, 2025.

The Company’s restructuring charges consist of severance payments, costs for outplacement services, and post-employment benefits (collectively, “employee separation costs”), other related exit costs and asset impairment charges related to restructuring activities.

These amounts are partially recorded within cost of service revenues and partially recorded within general and administrative expense on the consolidated statements of operations.

Restructuring charges by segment were as follows:

Year ended May 31,

Animal Safety

Restructuring activity for the twelve months ended May 31, 2025 was as follows:

Employee Separation Costs

Other Exit Costs

Balance as of May 31, 2024

Cash Payments

Asset impairments and other (1)

Balance as of May 31, 2025

(1) Asset impairment charges primarily relate to Inventory and Property and Equipment charges incurred by the Company's Animal Safety operating segment and global genomics business.

Business Combinations

The consolidated statements of operations reflect the results of operations for business acquisitions since the respective dates of purchase.

All are accounted for using the acquisition method.

Goodwill recognized in the acquisitions described below relates primarily to enhancing the Company’s strategic platform for the expansion of available product offerings.

Thai-Neo Biotech Co., Ltd.

In July 2022, the Company acquired all of the stock of Thai-Neo Biotech Co., Ltd., a longstanding distributor of Neogen’s food safety products to Thailand and Southeast Asia.

This acquisition gives Neogen a direct sales presence in Thailand.

Consideration for the purchase was $ 1,581 in net cash, with $ 1,310 paid at closing, $ 37 paid in November 2022 as a working capital adjustment and $ 234 paid in October 2023.

The final purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included intangible assets of $ 620 (with an estimated life of 10 years).

The business continues to operate in Bangkok, Thailand, reporting within the Food Safety segment.

Corvium Acquisition

In February 2023, the Company acquired certain assets as part of an asset purchase agreement with Corvium, Inc., a partner and supplier within the Company's software analytics platform.

This acquisition, which primarily includes the software technology, advances the Company's food safety data analytics strategy.

The purchase price consideration was $ 24,067 , which included $ 9,004 held in escrow.

In the first quarter of fiscal 2024, $ 8,000 of the escrow balance was released to Corvium, Inc.

In the third quarter of fiscal 2024, the remaining escrow balance was released to Corvium, Inc.

This transaction is a business combination and was accounted for using the acquisition method.

There was also the potential for performance milestone payments of up to $ 8,500 based on successful implementation of the software service at customer sites and sale of licenses.

As a result, the Company recorded contingent liabilities of $ 930 as part of the opening balance sheet within other non-current liabilities.

In the first quarter of fiscal 2024, the Company recorded an increase to intangible assets of $ 100 , based on finalization of a third-party advisor's valuation work and fair value estimates.

Goodwill, which is fully deductible for tax purposes, includes value associated with profits earned from data management solutions that can be offered to existing customers and the expertise and reputation of the assembled workforce.

These values are Level 3 fair value measurements.

In the third quarter of the fiscal 2025, the company reversed the contingent liabilities of $ 930 .

The final milestone payment was not achieved, resulting in a full reversal of the liability.

3M Food Safety Transaction

In September 2022, Neogen, 3M and Neogen Food Safety Corporation, formerly named Garden SpinCo, a subsidiary created to carve out 3M’s 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”).

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

This transaction is a business combination and was accounted for using the acquisition method.

The purchase price consideration for the 3M FSD was $ 3.2 billion, net of customary purchase price adjustments and transaction costs, which consisted of 108,269,946 shares of Neogen common stock issued on closing with a fair value of $ 2.2 billion and non-cash consideration of $ 1 billion, funded by the additional financing obtained by Garden SpinCo and assumed by the Company as part of the transaction.

In the first quarter of fiscal 2024, the Company recorded adjustments to goodwill and intangible assets, based on third-party advisor's valuation work and fair value estimates, resulting in an increase to goodwill and a decrease to the intangible assets balance.

The Company also recorded adjustments to deferred tax liabilities, which increased the balance, based on finalization of entity income tax provisions.

The following table presents unaudited pro forma information as if the merger with the 3M FSD business had occurred on June 1, 2021 and had been combined with the results reported in our consolidated statements of operations for all periods presented:

Year Ended May 31, 2023

Operating income

The unaudited pro forma information is presented for informational purposes only and is not indicative of the results that would have been achieved if the merger had taken place at such time.

The unaudited pro forma information presented above includes adjustments primarily for amortization charges for acquired intangible assets and certain acquisition-related expenses for legal and professional fees.

Long-Term Debt

The Company’s long-term debt consists of the following:

Revolver Facility

Finance Lease

Total debt and finance lease

Current portion

Total non-current debt

Unamortized debt issuance costs

Total non-current debt, net

Credit Facilities

On June 30, 2022, Neogen Food Safety Corporation entered into a credit agreement consisting of a five-year senior secured term loan facility (“term loan facility”) in the amount of $ 650,000 and a five-year senior secured revolving facility (“revolving facility”) in the amount of $ 150,000 to fund the FSD transaction.

In fiscal year 2023, the Company made $ 100,000 in prepayments on the term loan facility.

On April 4, 2025, Neogen Food Safety Corporation entered into the Amendment No.

1 and Refinancing Amendment to Credit Agreement (the “Refinancing Amendment”), which amended the existing credit agreement, dated June 30, 2022.

The Refinancing Amendment, among other things, provides for (i) a new tranche of senior secured term loans in an aggregate principal amount of $ 450,000 (the “2025 Term Loans”) and (ii) a revolving credit facility in an aggregate principal amount of $ 250,000 (collectively, the “Credit Facilities”), against which $ 100,000 has been drawn (the “2025 Revolving Facility”).

The 2025 Term Loans will mature on April 4, 2030.

The 2025 Revolving Facility will terminate on the earlier of April 4, 2030, or the date on which the revolving commitments under the 2025 Revolving Facility are terminated.

The Refinancing Amendment lowered the spread on the term loan and revolver facility borrowings from 2.35 % to 1.75 % based on a net leverage ratio being greater than 3.0 to 1.0 .

The Refinancing Amendment reduced the syndicate of lenders for the 2025 Term Loans, which resulted in an accounting for debt extinguishment for seven lenders and resulted in an extinguishment loss of $ 1,938 .

For the remaining existing lenders, the Refinancing Amendment was accounted for as a debt modification.

As a result of the Refinancing Amendment, the Company incurred total debt financing fees of $ 2,766 , of which $ 2,019 has been deferred and amortized over the contractual life of the loans to interest expense using the straight line rate method and $ 747 has been recorded to general and administrative expenses.

The Credit Facilities bear interest based on term SOFR plus an applicable margin which ranges between 137.5 to 175 basis points, determined for each interest period and paid monthly.

During the twelve months ended May 31, 2025 , the interest rates ranged from 6.07 % to 7.69 % per annum.

The Company has a $ 250,000 revolving credit facility, against which $ 100,000 has been drawn, with any amount outstanding to be repaid on or before the termination date of the revolving commitments.

As of May 31, 2025 , the company incurred $ 961 of interest expense related to the drawn revolving credit facility.

In fiscal year 2023 , debt issuance costs of $ 2,361 were incurred related to the revolving facility.

In fiscal year 2025 , debt issuance costs of $ 983 were incurred related to the 2025 Revolving Facility.

As part of the Refinancing Amendment, $ 363 was recorded as an extinguishment cost, which reduced the outstanding debt issuance costs.

Collectively, these outstanding debt issuance costs are being amortized as interest expense in the consolidated statements of operations over the contractual life of the revolving facility using the straight line method.

Amortization of the deferred debt issuance costs for the revolving facility was $ 464 and $ 489 during the twelve months ended May 31, 2025 and 2024, respectively.

As of May 31, 2025 and May 31, 2024 , the Company had $ 1,662 and $ 1,506 , respectively, of unamortized debt issuance costs.

The Company must pay an annual commitment fee ranging from 0.15 % and 0.25 % on the unused portion of the revolving facility, paid quarterly.

As of May 31, 2025 , the commitment fee was 0.25 %.

During the twelve months ended May 31, 2025 and 2024 , $ 508 and $ 501 was recorded as interest expense in the consolidated statements of operations.

There was $ 76 accrued interest on the term loan as of May 31, 2025 .

There was no accrued interest on the term loan as of May 31, 2024 .

In fiscal year 2023, the Company incurred $ 10,232 in total debt issuance costs on the term loan.

In fiscal year 2025, the Company incurred additional debt issuance costs of $ 1,035 related to the Refinancing Amendment.

As part of the Refinancing Amendment, $ 1,575 was recorded as an extinguishment cost, which reduced the outstanding debt issuance costs.

Collectively, these outstanding debt issuance costs are being amortized over the contractual life of the loan to interest expense using the straight-line method.

The amortization of deferred debt issuance costs of $ 1,922 and interest expense of $ 38,119 (excluding swap credit of $ 1,548 ) for the term loan was included in the consolidated statements of operations during the twelve months ended May 31, 2025 .

The amortization of deferred debt issuance costs of $ 2,117 and interest expense of $ 42,152 (excluding swap credit of $ 3,002 ) for the term loan was included in the consolidated statements of operations during the twelve months ended May 31, 2024.

As of May 31, 2025 and May 31, 2024 , the Company had $ 4,066 and $ 6,527 , respectively, of unamortized debt issuance costs.

Financial covenants include maintaining specified levels of funded debt to EBITDA, and debt service coverage.

As of May 31, 2025, the Company was in compliance with its debt covenants.

On July 20, 2022, Neogen Food Safety Corporation closed on an offering of $ 350,000 aggregate principal amount of 8.625 % senior notes due in 2030 (the “Notes”) in a private placement at par.

The Notes were initially issued by Neogen Food Safety Corporation to 3M and were transferred and delivered by 3M to the selling securityholder in the offering, in satisfaction of certain of 3M’s existing debt.

Upon closing of the FSD transaction on September 1, 2022, the Notes became guaranteed on a senior unsecured basis by the Company and certain wholly-owned domestic subsidiaries of the Company.

The Company determined that the redemption features of the Notes did not meet the definition of a derivative and thus does not require bifurcation from the host liability and accordingly has accounted for the entire instrument at amortized cost.

Total accrued interest on the Notes was $ 10,985 as of May 31, 2025 based on the stated interest rate of 8.625 %.

This amount was included in current liabilities on the consolidated balance sheets.

In fiscal year 2023, the Company incurred total debt issuance costs of $ 6,683 , which is recorded as an offset to the Notes and amortized over the contractual life of the Notes to interest expense using the straight line method.

The amortization of deferred debt issuance costs of $ 835 and interest expense of $ 30,188 for the Notes was included in the consolidated statements of operations during the twelve months ended May 31, 2025 and May 31, 2024, respectively.

As of May 31, 2025 and May 31, 2024 , the Company had $ 4,247 and $ 5,082 , respectively, of unamortized debt issuance costs.

There are required quarterly principal payments on the term loan facility of $ 5,625 starting in November 2025.

However, there are no required principal payments on the Notes until maturity.

The weighted average interest rate on the Company's short-term debt was 6.07 % as of May 31, 2025 .

The expected maturities associated with the Company’s outstanding debt and finance lease as of May 31, 2025, were as follows:

Finance Lease

The finance lease is a building lease that is classified within property and equipment and the current portion of debt on the consolidated balance sheets as of May 31, 2025 and 2024 .

The Company intends to elect the purchase option within the lease agreement prior to the end of the lease term.

Equity Compensation Plans and Other Incentive Compensation

The Company’s long-term incentive plans allow for the grant of various types of share-based awards to officers, directors and other key employees of the Company.

Incentive and non-qualified options to purchase shares of common stock have been granted under the terms of the 2018 and 2023 Omnibus Incentive Plans.

These options are granted at an exercise price equal to the closing price of the common stock on the date of grant.

Options vest ratably over three and five year periods and the contractual terms are generally five , seven or ten years .

The fair value of the options was estimated at the date of the grant using the Black-Scholes option pricing model.

The Company granted restricted stock units (RSUs) under the terms of the 2018 and 2023 Omnibus Incentive Plans, which vest ratably over three and five year periods.

The fair value of the RSUs is determined based on the closing price of the common stock on the date of grant.

Remaining shares available for grant under share-based compensation plans were 13,817,754 at May 31, 2025 , 16,778,458 at May 31, 2024 , and 2,871,000 at May 31, 2023.

Compensation expense related to share-based awards was $ 17,291 , $ 13,768 , and 10,177 in fiscal years 2025, 2024 and 2023, respectively.

(option amounts in thousands)

Weighted-Average Exercise Price

Weighted-Average Grant Date Fair Value

Outstanding at May 31, 2022 ( 1,191 exercisable)

Outstanding at May 31, 2023 ( 1,401 exercisable)

Outstanding at May 31, 2024 ( 1,518 exercisable)

Outstanding at May 31, 2025 ( 2,142 exercisable)

The following is a summary of stock options outstanding at May 31, 2025:

Options Outstanding

Options Exercisable

Average Contractual

Weighted-Average

(option amounts in thousands)

Range of Exercise Price

$ 5.14 - $ 20.00

$ 20.01 - $ 28.00

$ 28.01 - $ 36.00

$ 36.01 - $ 42.46

The weighted average exercise price of shares subject to options that were exercisable at May 31, 2024 and 2023 was $ 26.11 and $ 31.54 , respectively.

Remaining compensation cost to be expensed in future periods for non-vested options was $ 13,488 at May 31, 2025 , with a weighted average expense recognition period of 1.8 years.

Year Ended May 31,

Aggregate intrinsic value of options outstanding

Aggregate intrinsic value of options exercisable

Aggregate intrinsic value of options exercised

The fair value of stock options granted was estimated using the following weighted-average assumptions:

Year Ended May 31,

Risk-free interest rate

Expected dividend yield

Expected stock volatility

Expected option life

The risk-free interest rate for periods within the expected life of options granted is based on the U.S.

Treasury yield curve in effect at the time of grant.

Expected stock price volatility is based on historical volatility of the Company’s stock.

The expected option life, representing the period of time that options granted are expected to be outstanding, is based on historical option exercise and employee termination data.

We include recent historical experience in estimating our forfeitures.

As employees terminate, grant tranches expire or as forfeitures are known, estimated expense is adjusted to actual.

For options granted in fiscal years 2025, 2024 and 2023 , the Company recorded charges in general and administrative expense based on the fair value of stock options using the straight line method over the vesting period of three to five years .

Restricted Stock Units

The remaining weighted-average period for the Company's outstanding RSUs is 1.8 years.

On May 31, 2025 , there was $ 11,187 in unamortized compensation cost related to non-vested RSUs.

The fair value of restricted stock units vested during fiscal years 2025, 2024 and 2023 was $ 5,208 , $ 3,835 and $ 820 , respectively.

(RSU amounts in thousands)

Weighted Average Grant Date Fair Value

Outstanding at May 31, 2023

Outstanding at May 31, 2024

Outstanding at May 31, 2025

The weighted average grant date fair value of the fiscal year 2023 awards was $ 13.83 .

Employee Stock Purchase Plan

The Company offers eligible employees the option to purchase common stock at a 5 % discount to the lower of the market value of the stock at the beginning or end of each participation period under the terms of the 2021 Employee Stock Purchase Plan.

The discount is recorded in general and administrative expense.

Total individual purchases in any year are limited to 10 % of compensation.

Shares purchased by employees through this program were 157,648 in fiscal 2025 , 134,810 in fiscal 2024 , and 94,604 in fiscal 2023.

As of May 31, 2025 , common stock totaling 588,865 of the 1,000,000 authorized shares remained reserved for issuance under the plan.

Defined Contribution Benefit Plan and Bonus Compensation

The Company maintains a defined contribution 401(k) benefit plan covering substantially all domestic employees.

Employees are permitted to defer compensation up to IRS limits, with Neogen matching 100 % of the first 3% of deferred compensation and 50 % of the next 2% of deferred compensation.

Neogen’s expense under this plan was $ 3,726 , $ 3,368 , and $ 2,439 in fiscal years 2025, 2024 and 2023, respectively.

The Company also offers an annual bonus opportunity to certain employees, as an additional component of their compensation.

Amounts are determined based on company performance and employee performance.

The bonus amounts earned during fiscal year 2025 will be paid to employees in the first quarter of fiscal 2025.

As of May 31, 2025 and 2024 , the Company had an accrued bonus of $ 1,828 and $ 8,056 , respectively, recorded within accrued compensation on the consolidated balance sheets.

Income before income taxes by source consists of the following amounts:

Year Ended May 31,

The provision for income taxes consists of the following:

Year Ended May 31,

Change in tax-related uncertainties

Total Current

Total Deferred

Income tax (benefit) expense

The reconciliation of income taxes computed at the U.S.

federal statutory tax rate to income tax expense is as follows:

Year Ended May 31 ,

statutory rate

Permanent differences

Global intangible low-taxed income (GILTI)

Foreign derived intangible income deduction (FDII)

Foreign rate differential

Goodwill impairment

Subpart F income

Tax-effect from stock-based compensation

Provision for state income taxes, net of federal benefit

Non-deductible acquisition expenses

Impact of tax rate changes

Change in tax-related uncertainties

Changes in valuation allowances

Research expenditures deduction

Income tax (benefit) expense

Foreign tax credits, primarily offsetting taxes associated with Subpart F and GILTI income, were $ 9,373 , $ 7,124 , and $ 5,324 in fiscal years 2025, 2024, and 2023 , respectively.

The Company’s research and development credits were $ 2,078 , $ 615 , and $ 1,385 in fiscal years 2025, 2024, and 2023, respectively.

Income tax expense was impacted significantly by the goodwill impairments discussed in Note 6 "Goodwill and Other Intangible Assets", which are primarily not deductible for tax purposes.

Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of our deferred income tax liabilities and assets are as follows:

Year Ended May 31,

Deferred income tax liabilities

Indefinite and long-lived assets

Right of use asset

Prepaid expenses

Deferred income tax assets

Interest expense not currently deductible

Research and experimentation capitalization

Stock options

Inventories and accounts receivable

Tax loss carryforwards

Lease liability

Accrued expenses and other

Valuation allowance

Net deferred income tax liabilities

Net deferred income tax assets (jurisdictional) - other non-current assets

Net deferred income tax liabilities (jurisdictional)

Net deferred income tax liabilities

The Company has the following net operating loss carryforwards:

As of May 31, 2025

2026 to Indefinite

Total net operating loss carryforwards

Valuation allowances against certain deferred tax assets are established based on management’s determination of a more likely than not standard that the tax benefits will not be realized.

Management evaluates all available evidence, both positive and negative, when determining the need for a valuation allowance.

Valuation allowances related to net operating losses are primarily evaluated based on evidence (or lack thereof) of historical and future earnings.

Valuation allowances related to long-lived assets primarily are evaluated based on Management’s tax planning and intentions for underlying assets.

The balance of deferred tax liabilities for indefinite and long-live assets was affected by the goodwill impairments discussed in Note 6 , related to the portion of the impairments on goodwill carrying value that is deductible in some jurisdictions.

These impairments resulted in a reduction of $ 22,801 to the deferred tax liability balance during the year ended May 31, 2025.

We are subject to income taxes in the U.S.

(federal and state) and in numerous foreign jurisdictions.

Significant judgment is required in evaluating our tax positions and determining our provision for income taxes.

During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain.

We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due.

These reserves are established when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable.

We adjust these reserves in light of changing facts and circumstances, such as the outcome of tax audits.

The provision for

income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.

The Company’s policy is to recognize both accrued interest expense and penalties related to unrecognized tax benefits in income tax expense.

The amount of interest and penalties included in the unrecognized tax benefits reserve was $ 385 at May 31, 2025 , $ 246 at May 31, 2024 , and $ 145 at May 31, 2023.

Of the total unrecognized tax benefits at May 31, 2025 and 2024 , $ 3,849 and $ 2,739 , respectively, comprise unrecognized tax positions that would, if recognized, affect our effective tax rate.

The reconciliation of our unrecognized tax benefits is as follows:

Year Ended May 31,

Beginning balance

Increase/(decrease) related to prior periods

Increase related to current period

Lapses of applicable statute of limitations

Ending balance

The Company is no longer subject to examination by the Internal Revenue Service for fiscal year 2021 and preceding years.

As of May 31, 2025 , the Company has approximately $ 294,933 of undistributed earnings in its foreign subsidiaries.

Approximately $ 124,734 of these earnings are no longer considered permanently reinvested.

The incremental tax cost to repatriate these earnings to the US is insignificant.

The Company has not provided deferred taxes on approximately $ 170,199 of undistributed earnings from non-U.S.

subsidiaries as of May 31, 2025 which are indefinitely reinvested in operations.

Based on historical experience, as well as management’s future plans, earnings from these subsidiaries will continue to be re-invested indefinitely for future expansion and working capital needs.

On an annual basis, we evaluate the current business environment and whether any new events or other external changes might require future evaluation of the decision to indefinitely re-invest these foreign earnings.

It is not practical to determine the income tax liability that would be payable if such earnings were not reinvested indefinitely.

The Organization for Economic Cooperation and Development (“OECD”) Pillar 2 global minimum tax rules, which generally provide for a minimum effective tax rate of 15 %, are intended to apply for tax years beginning in 2024.

The Company is closely monitoring developments and evaluating the impact these new rules will have on our tax rate, including eligibility to qualify for certain safe harbors.

Where no safe harbor is met, the Company has included in its income tax for the year ended May 31, 2025, a calculated amount of “top-up” tax for its foreign subsidiaries as required under the applicable rules of the countries that have adopted the Pillar Two directives.

For the year ended May 31, 2025, no foreign subsidiary incurred a material top-up tax under Pillar Two.

Subsequent Event

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the United States.

OBBBA includes significant provisions, including the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for depreciation and interest expenses.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently assessing its impact on its consolidated financial statements.

Commitments and Contingencies

The Company is involved in environmental remediation and monitoring activities at its Randolph, Wisconsin manufacturing facility and accrues for related costs, including legal costs, when such costs are determined to be probable and estimable.

The Company currently utilizes a pump and treat remediation strategy, which includes semi-annual monitoring and reporting, consulting, and maintenance of monitoring wells.

We expense these annual costs of remediation, which have ranged from approximately $ 38 to $ 131 per year over the past five years.

The Company’s estimated remaining liability for these costs was $ 916 at both May 31, 2025 and

2024 , measured on an undiscounted basis over an estimated period of 15 years.

In fiscal 2019, the Company performed an updated Corrective Measures Study on the site, per a request from the Wisconsin Department of Natural Resources ("WDNR"), and is currently working with the WDNR regarding potential alternative remediation strategies going forward.

The Company believes that the current pump and treat strategy is appropriate for the site.

In fiscal 2022, in collaboration with the WDNR, the Company initiated an in-situ chemical remediation pilot study, which ran over a two-year period.

The results of this study were submitted to the WDNR as part of our standard annual report.

If the WDNR were to require a change from the current pump and treat remediation strategy, this change could result in an increase in future costs and, ultimately, an increase in the currently recorded liability, with an offsetting charge to operations in the period recorded.

The Company has recorded $ 100 in other current liabilities , and the remaining $ 816 is recorded in other non-current liabilities in the consolidated balance sheet as of May 31, 2025 and 2024.

In the third quarter of fiscal year 2025, the Company recorded a gain related to a settlement regarding the Company's prior acquisition of certain fixed assets.

The amount of $ 2,700 was received in the third quarter of fiscal year 2025.

This amount was partially offset by a related fixed asset impairment of $ 2,055 , which was due to the asset no longer being in use.

The amount was recorded within General and administrative on the consolidated statements of operations within the Company's Food Safety operating segment.

Related to the Company's other contingent liabilities, a loss of $ 1,400 was recorded in the third quarter of fiscal year 2025.

This contingency loss was driven by an updated valuation of the performance milestone liability for the Company's CAPInnoVet, Inc.

Finally, in the third quarter of fiscal year 2025, the Company reversed a liability of $ 930 related to a contingent liability that was recorded as part of the Corvium, Inc.

The final milestone payment was not achieved, resulting in a full reversal of the liability.

In the third quarter of fiscal year 2024, the Company received $ 1,265 of business interruption insurance proceeds relating to fire damage that occurred in the fourth quarter of fiscal year 2023 at one of our genomics lab facilities.

The proceeds were recorded within Cost of Revenues in the consolidated statements of operations.

The Company previously disclosed an ongoing investigation by the U.S.

Treasury Department’s Office of Foreign Assets Control (OFAC) regarding activities or transactions involving parties located in Iran.

In fiscal year 2020, the Company recorded a charge to other (expense) income and recorded a reserve of $ 600 to provide for potential fines or penalties on this matter.

In the fourth quarter of fiscal year 2023 , the Company received a Cautionary Letter from OFAC concluding its investigation without civil monetary penalty or other enforcement action.

As the investigation is effectively resolved, the Company reversed a $ 600 accrual in the fourth quarter of 2023.

The Company has agreements with unrelated third parties that provide for the payment of royalties on the sale of certain products.

Royalty expense, recorded in sales and marketing, under the terms of these agreements was $ 1,605 , $ 3,250 and $ 3,392 for fiscal years 2025, 2024 and 2023 , respectively.

Some of these agreements provide for guaranteed minimum royalty payments to be paid each fiscal year by the Company for certain technologies.

Future minimum royalty payments are as follows:

2026—$ 329 , 2027—$ 349 , 2028—$ 562 , 2029—$ 60 , and 2030—$ 57 .

The Company is subject to certain legal and other proceedings that, in the opinion of management, are not expected to have a material effect on its financial statements.

Fair Value and Derivatives

Fair Value of Financial Instruments

Fair value measurements are determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants exclusive of any transaction costs.

The Company utilizes a fair value hierarchy based upon the observability of inputs used in valuation techniques as follows:

Observable inputs such as quoted prices in active markets;

Inputs, other than quoted prices in active markets, that are observable either directly or indirectly;

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying amounts of the Company’s financial instruments other than cash equivalents and marketable securities, which include accounts receivable and accounts payable, approximate fair value based on either their short maturity or current terms for similar instruments.

The Company had marketable securities held by banks or broker-dealers consisting of commercial paper and corporate bonds.

These securities were recorded at fair value based on recent trades or pricing models and therefore meet the Level 2 criteria.

The company does no t have marketable securities for fiscal year 2025.

Derivatives Not Designed as Hedging Instruments

The Company forecasts its net exposure in various receivables and payables to fluctuations in the value of various currencies, and has entered into a number of foreign currency forward contracts each month to mitigate that exposure.

These contracts are recorded net at fair value on our consolidated balance sheets, classified as Level 2 in the fair value hierarchy.

Gains and losses from these foreign currency forward contracts are recognized in Other, net in our consolidated statements of operations.

The notional amount of forward contracts in place was $ 65,023 and $ 70,315 as of May 31, 2025 and 2024, respectively, and consisted of foreign currency hedges of transactions up to July 2025.

Fair Value of Derivatives Not Designated as Hedging Instruments

Balance Sheet Location

Foreign currency forward contracts, net

Other current liabilities

The location and amount of gains (loss) from derivatives not designated as hedging instruments in our consolidated statements of operations were as follows:

Derivatives Not Designated as Hedging Instruments

Location in statements of operations

Foreign currency forward contracts

Derivatives Designed as Hedging Instruments

In November 2022, the Company entered into a receive-variable, pay-fixed interest rate swap agreement with a $ 250,000 notional value, which is designated as a cash flow hedge.

In accordance with the agreement, the notional value decreased to $ 200,000 in November 2024.

This agreement fixed a portion of the variable interest due on our term loan facility, with an effective date of December 2, 2022 and a maturity date of June 30, 2027 .

Under the terms of the agreement, the Company pays a fixed interest rate of 4.215 %, plus an applicable margin ranging between 150 to 225 basis points and receive a variable rate of interest based on term SOFR from the counterparty, which is reset according to the duration of the SOFR term.

The fair value of the interest rate swap as of May 31, 2025 and May 31, 2024 was a net (liability) asset of ($ 1,659 ) and $ 2,451 , respectively.

The Company expects to reclassify a $ 281 loss of accumulated other comprehensive income into earnings in the next 12 months.

We record the fair value of our interest rate swaps on a recurring basis using Level 2 observable market inputs for similar assets or liabilities in active markets.

Fair Value of Derivatives Designated as Hedging Instruments

Balance Sheet Location

Interest rate swaps – current

Other current (liabilities) assets

Interest rate swaps – non-current

Other non-current (liabilities) assets

Items Measured at Fair Value on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, the Company measures certain assets and liabilities at fair value on a nonrecurring basis, which are not included in the table above.

As these nonrecurring fair value measurements are generally determined using unobservable inputs, these fair value measurements are classified within Level 3 of the fair value hierarchy.

For further information see Note 6 "Goodwill and Other Intangible Assets" and Note 8 “Business Combinations”.

Items Not Carried at Fair Value

Fair values of the Company’s Term Loan and Senior Notes were as follows:

Year Ended May 31,

Aggregate fair value

Aggregate carrying value (1)

(1) Excludes unamortized debt issuance costs.

Fair values were based on available market information and other observable data and are classified within Level 2 of the fair value hierarchy.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss changes by component, net of related tax, were as follows:

Accumulated other comprehensive loss, beginning balance

Foreign currency translation adjustment

Balance at beginning of period

Other comprehensive gain (loss) before reclassifications

Balance at end of period

Marketable securities

Balance at beginning of period

Other comprehensive loss before reclassifications

Amounts reclassified from accumulated other comprehensive loss

Balance at end of period

Fair value of derivatives change

Balance at beginning of period

Other comprehensive (loss) gain before reclassifications

Amounts reclassified from accumulated other comprehensive loss

Balance at end of period

Accumulated other comprehensive loss, ending balance

Segment Information

The Company has two reportable segments:

Food Safety and Animal Safety.

The Food Safety segment is primarily engaged in the development, production and marketing of diagnostic test kits and related products used by food producers and processors to detect harmful natural toxins, foodborne bacteria, allergens and levels of general sanitation.

The Animal Safety segment is primarily engaged in the development, production and marketing of products dedicated to animal safety, including a complete line of consumable products marketed to veterinarians and animal health product distributors.

This segment also provides genomic identification and related interpretive bioinformatic services.

Additionally, the Animal Safety segment produces and markets biosecurity products to assist in the control of rodents, insects and disease in and around agricultural, food production and other facilities.

The results of each segment are regularly reviewed by the chief operating decision maker ("CODM") to assess the performance of the segments and make decisions regarding the allocation of resources to the segments.

Our CODM is our Chief Executive Officer .

The performance measure that the CODM uses is operating income.

Many of our international operations originally focused on the Company’s food safety products, and each of these units reports through the Food Safety segment.

In recent years, these operations have expanded to offer the Company’s complete line of products and services, including those usually associated with the Animal Safety segment such as biosecurity products, veterinary instruments and genomics services.

These additional products and services are managed and directed by existing management and are reported through the Food Safety segment.

Segment information is as follows:

Year Ended May 31, 2025

Animal Safety

Corporate and

Eliminations (1)

Total Revenues

Total Cost of Revenues

Operating Expenses

Operating Income (Loss)

Depreciation and Amortization

Interest Expense

Expenditures for long-lived assets

Year Ended May 31, 2024

Animal Safety

Corporate and

Eliminations (1)

Total Revenues

Total Cost of Revenues

Operating Expenses

Operating Income (Loss)

Depreciation and Amortization

Interest Expense

Expenditures for long-lived assets

Year Ended May 31, 2023

Animal Safety

Corporate and

Eliminations (1)

Total Revenues

Total Cost of Revenues

Operating Expenses

Operating Income (Loss)

Depreciation and Amortization

Interest Expense

Expenditures for long-lived assets

(1) Includes corporate assets, including cash and cash equivalents, marketable securities, current and deferred tax accounts, and overhead expenses not allocated to specific business segments.

Also includes the elimination of intersegment transactions.

The following table presents the Company’s revenue disaggregated by geographical location.

Country information has not been disclosed as it is impracticable to do so.

Year Ended May 31,

International

Total Revenue

The following table presents the Company's net property and equipment amounts disaggregated by country.

Year Ended May 31,

United States

United Kingdom

Total Property, Plant, and Equipment

Woteki, Ph.D.

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 9A. Controls and Procedures