NEOGEN CORP 10-K

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS We have exposure to market risks related to foreign currency exchange rates and interest rates as follows: Foreign Currency Risk We have foreign currency exposures related to buying, selling, and financing in currencies other than the functional currencies of our operations. We use derivative instruments, such as foreign currency forwards, to economically hedge foreign exchange rate risk associated with intercompany receivables and payables, and loans. We do not hedge future foreign currency exposure arising from revenue and expenses denominated in currencies other than our reporting currency. See Note 12, "Fair Value and Derivatives". The Company does not hold market risk-sensitive instruments for trading purposes. We are exposed to foreign currency risk due to the translation of the results of certain international operations into U.S. dollars as a part of our consolidation process. Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely affect our financial position. We do not hedge foreign currency translation risk. Neogen has assets, liabilities and operations outside of the U.S. Our investments in foreign subsidiaries are considered long-term. As discussed in ITEM 1A. RISK FACTORS, our financial condition and results of operations could be adversely affected by currency fluctuations. The Company's primary foreign currency exposures are to the euro, British pound sterling ("GBP"), and Mexican peso. A hypothetical 10% depreciation in foreign currency exchange rates relative to the U.S. dollar as of May 31, 2026 would result in an approximate decrease in reported revenue of $44.5 million due to the translation of foreign currency‑denominated sales. As of May 31, 2026, we had no outstanding foreign currency hedging instruments. These foreign currency estimates assume a parallel shift in all currency exchange rates and, as a result, may overstate the potential impact on earnings because currency exchange rates do not typically move in the same direction. 40 Interest Rate Risk We use interest rate swaps to manage exposure to fluctuations in interest rates for a portion of our variable rate debt. As of May 31, 2026 and when including our interest rate swaps, approximately 31.7% of our total debt was at variable interest rates. See Note 8, "Long-Term Debt". A hypothetical 75 basis point decrease in interest rates as of May 31, 2026 would result in an approximate decrease in interest income of $0.5 million, reflecting reduced yields on variable-rate investments and cash balances. A hypothetical 75 basis point increase in interest rates as of May 31, 2026 would result in an approximate increase in interest expense of $1.9 million, primarily due to the Company’s exposure to variable-rate borrowings. 41 I TEM 8. LIST OF FINANCIAL STATE MENTS AND FINANCIAL STATEMENT SCHEDULES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm, BDO USA, P.C. , Grand Rapids, MI PCAOB ID# 243 43 Consolidated Balance Sheets 45 Consolidated Statements of Operations 46 Consolidated Statements of Comprehensive (Loss) Income 47 Consolidated Statements of Stockholders’ Equity 48 Consolidated Statements of Cash Flows 49 Notes to Consolidated Financial Statements 50 1. Summary of Significant Accounting Policies 50 2. Revenue 56 3. Earnings Per Share 57 4. Assets Held for Sale and Divestiture 58 5. Leases 59 6. Goodwill and Intangible Assets 60 7. Restructuring 62 8. Long-Term Debt 63 9. Equity Compensation Plans 63 10. Income Taxes 65 11. Commitments and Contingencies 68 12. Fair Value and Derivatives 74 13. Accumulated Other Comprehensive Loss 76 14. Segment Information 78 42 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, 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”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended May 31, 2026, 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, 2026, 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, 2026 expressed an unqualified 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 $1.047 billion at May 31, 2026, of which $1.002 billion is allocated to the Company’s Food Safety reporting unit and $0.045 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 43 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. We identified certain assumptions used in 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 in determining certain assumptions used in the discounted cash flows approach, including the assumptions of forecasted revenue growth rates specific to volume, and the discount rate. Auditing these assumptions 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 specific to volume 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. • Utilizing personnel with specialized knowledge and skill in valuation to assist in evaluating the reasonableness of the selected discount rates. /s/ BDO USA, P.C. We have served as the Company’s auditor since 2014. Grand Rapids, Michigan July 30, 2026 44 Neogen Corporation Consolidated Bala nce Sheets (in millions) May 31, 2026 2025 Assets Current Assets Cash and cash equivalents $ 185.5 $ 129.0 Accounts receivable, net 146.8 153.4 Inventory, net 144.3 190.8 Prepaid expenses and other current assets 60.0 53.3 Assets held for sale (note 4) 68.0 50.4 Total Current Assets 604.6 576.9 Property and Equipment Land and improvements 10.7 10.8 Building and improvements 234.2 108.7 Machinery and equipment 158.8 180.8 Furniture and fixtures 6.9 8.0 Construction in progress 69.8 186.2 Total Property and Equipment 480.4 494.5 Less accumulated depreciation ( 150.6 ) ( 155.4 ) Property and Equipment, net 329.8 339.1 Other Assets Right of use assets (note 5) 16.6 17.2 Goodwill (note 6) 1,047.2 1,064.9 Amortizable intangible assets, net (note 6) 1,318.0 1,410.5 Other non-current assets 29.8 35.2 Total Other Assets 2,411.6 2,527.8 Total Assets $ 3,346.0 $ 3,443.8 Liabilities and Stockholders’ Equity Current Liabilities Current portion of debt $ — $ 19.3 Accounts payable 79.1 79.6 Accrued compensation 26.8 14.1 Income tax payable 7.2 5.6 Accrued interest 11.0 11.1 Deferred revenue 3.6 5.6 Other current liabilities 23.9 32.1 Liabilities held for sale (note 4) 6.6 6.6 Total Current Liabilities 158.2 174.0 Deferred Income Tax Liability (note 10) 257.6 280.9 Non-Current Debt (note 8) 793.7 874.8 Other Non-Current Liabilities 43.6 42.9 Total Liabilities 1,253.1 1,372.6 Commitments and Contingencies (note 11) Stockholders’ Equity Preferred stock, $ 1.00 par value — shares authorized 100.0 ; none issued and outstanding — — Common stock, $ 0.16 par value — shares authorized 315.0 ; 217.7 and 217.0 shares issued and outstanding at May 31, 2026 and 2025, respectively 34.8 34.7 Additional paid-in capital 2,616.0 2,601.8 Accumulated other comprehensive loss ( 13.6 ) ( 28.9 ) Accumulated deficit ( 544.3 ) ( 536.4 ) Total Stockholders’ Equity 2,092.9 2,071.2 Total Liabilities and Stockholders’ Equity $ 3,346.0 $ 3,443.8 See accompanying notes to consolidated financial statements. 45 Neogen Corporation Consolidated S tatements of Operations (in millions, except per share amounts) Year Ended May 31, 2026 2025 2024 Revenues Product revenues $ 768.2 $ 797.4 $ 821.8 Service revenues 102.2 97.3 102.4 Total Revenues 870.4 894.7 924.2 Cost of Revenues Cost of product revenues 398.8 411.5 401.1 Cost of service revenues 63.1 61.8 59.2 Total Cost of Revenues 461.9 473.3 460.3 Gross Profit 408.5 421.4 463.9 Operating Expenses Sales and marketing 166.6 183.8 182.9 General and administrative 245.1 218.2 199.9 Goodwill impairment — 1,059.3 — Research and development 18.4 21.1 22.5 Total Operating Expenses 430.1 1,482.4 405.3 Operating (Loss) Income ( 21.6 ) ( 1,061.0 ) 58.6 Other Income (Expense) Interest expense, net ( 57.6 ) ( 68.5 ) ( 67.0 ) Gain on sale of business 76.4 — — Other, net ( 6.2 ) ( 3.6 ) ( 5.9 ) Total Other Income (Expense) 12.6 ( 72.1 ) ( 72.9 ) Loss Before Taxes ( 9.0 ) ( 1,133.1 ) ( 14.3 ) Income Tax Benefit ( 1.1 ) ( 41.1 ) ( 4.9 ) Net Loss $ ( 7.9 ) $ ( 1,092.0 ) $ ( 9.4 ) Net Loss Per Share Basic $ ( 0.04 ) $ ( 5.03 ) $ ( 0.04 ) Diluted $ ( 0.04 ) $ ( 5.03 ) $ ( 0.04 ) Weighted Average Shares Outstanding Basic 217.5 216.9 216.5 Diluted 217.5 216.9 216.5 See accompanying notes to consolidated financial statements. 46 Neogen Corporation Consolidated St atements of Comprehensive (Loss) Income (in millions) Year Ended May 31, 2026 2025 2024 Net Loss $ ( 7.9 ) $ ( 1,092.0 ) $ ( 9.4 ) Other comprehensive income Foreign currency translations gain (loss) 14.5 4.2 ( 1.6 ) Unrealized gain on marketable securities (1) — — 0.9 Unrealized gain (loss) on derivative instruments (2) 0.8 ( 3.1 ) 3.9 Other comprehensive income, net of tax: 15.3 1.1 3.2 Total comprehensive income (loss) $ 7.4 $ ( 1,090.9 ) $ ( 6.2 ) (1) Amounts are net of tax of $ 0.3 million during the twelve months ending May 31, 2024. (2) Amounts are net of tax of $ 0.2 million, ($ 1.0 ) million, and $ 1.2 million, during the twelve months ending May 31, 2026, 2025, and 2024 respectively. See accompanying notes to consolidated financial statements. 47 Neogen Corporation Consolidated Stat ements of Stockholders’ Equity (in millions) Additional Retained Earnings Common Stock Paid-in (Accumulated Total Shares Amount Capital AOCI Deficit) Equity May 31, 2023 216.2 $ 34.6 $ 2,567.8 $ ( 33.2 ) $ 565.0 $ 3,134.2 Share-based compensation expense — — 13.8 — — 13.8 Exercise of options and RSUs 0.2 0.1 — — — 0.1 Issuance of shares under employee stock purchase plan 0.2 — 2.3 — — 2.3 Net loss — — — — ( 9.4 ) ( 9.4 ) Other comprehensive income — — — 3.2 — 3.2 May 31, 2024 216.6 $ 34.7 $ 2,583.9 $ ( 30.0 ) $ 555.6 $ 3,144.2 Share-based compensation expense — — 17.3 — — 17.3 Exercise of options and RSUs 0.3 — ( 1.5 ) — — ( 1.5 ) Issuance of shares under employee stock purchase plan 0.1 — 2.1 — — 2.1 Net loss — — — — ( 1,092.0 ) ( 1,092 ) Other comprehensive income — — — 1.1 — 1.1 May 31, 2025 217.0 $ 34.7 $ 2,601.8 $ ( 28.9 ) $ ( 536.4 ) $ 2,071.2 Share-based compensation expense — — 13.4 — — 13.4 Exercise of options and RSUs 0.4 0.1 ( 0.9 ) — — ( 0.8 ) Issuance of shares under employee stock purchase plan 0.3 — 1.7 — — 1.7 Net loss — — — — ( 7.9 ) ( 7.9 ) Other comprehensive income — — — 15.3 — 15.3 May 31, 2026 217.7 $ 34.8 $ 2,616.0 $ ( 13.6 ) $ ( 544.3 ) $ 2,092.9 See accompanying notes to consolidated financial statements. 48 Neogen Corporation Consolidated Statements of Cash Flows (in millions) Year Ended May 31, 2026 2025 2024 Cash Flows provided by Operating Activities Net loss $ ( 7.9 ) $ ( 1,092.0 ) $ ( 9.4 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation and amortization 116.3 119.5 116.7 Deferred income taxes ( 24.3 ) ( 57.8 ) ( 27.4 ) Share-based compensation 13.4 17.3 13.8 Loss on disposal of property and equipment 1.2 — 1.1 Amortization of debt issuance costs 2.0 3.2 3.4 Goodwill and other asset impairment — 1,068.7 0.6 Loss on refinancing and extinguishment of debt 0.4 1.9 — Right of use asset amortization 5.6 6.2 4.5 Gain on sale of business ( 76.4 ) — — Other 0.8 ( 2.8 ) 4.7 Changes in operating assets and liabilities, net of business acquisitions: Accounts receivable, net 6.8 11.6 ( 20.1 ) Inventories, net 38.2 ( 16.1 ) ( 55.9 ) Prepaid expenses and other current assets ( 6.7 ) ( 1.5 ) 11.1 Accounts payable and accrued liabilities 19.8 ( 0.4 ) 13.8 Changes in other non-current assets and non-current liabilities ( 6.0 ) 0.4 ( 21.6 ) Net Cash provided by Operating Activities 83.2 $ 58.2 $ 35.3 Cash Flows provided by (used for) Investing Activities Purchase of property, equipment and other non-current intangible assets ( 51.3 ) ( 104.6 ) ( 111.4 ) Proceeds from the maturities of marketable securities — 0.3 82.0 Proceeds from sale of business, net of cash divested 121.7 — — Proceeds from the sale of property and equipment and other 0.1 5.1 0.1 Net Cash provided by (used for) Investing Activities 70.5 $ ( 99.2 ) $ ( 29.3 ) Cash Flows (used for) provided by Financing Activities Issuance of shares related to equity compensation and employee stock purchase plan shares 1.6 2.2 2.4 Tax payments related to share-based awards ( 0.9 ) ( 1.5 ) ( 0.1 ) Proceeds from issuance of long-term debt — 450.0 — Repayment of long-term debt ( 100.0 ) ( 550.0 ) — Proceeds from issuance of revolving credit facility — 100.0 — Debt issuance costs paid — ( 2.0 ) — Repayment of finance lease and other ( 0.1 ) ( 0.3 ) ( 0.4 ) Net Cash (used for) provided by Financing Activities ( 99.4 ) $ ( 1.6 ) $ 1.9 Effects of Foreign Exchange Rate on Cash 2.2 1.0 ( 0.5 ) Net Increase (Decrease) in Cash and Cash Equivalents 56.5 ( 41.6 ) 7.4 Cash and Cash Equivalents, Beginning of Year 129.0 170.6 163.2 Cash and Cash Equivalents, End of Year $ 185.5 $ 129.0 $ 170.6 Supplementary Cash Flow Information Cash paid for interest $ 58.3 $ 68.1 $ 73.2 Property and equipment obtained for noncash consideration $ — $ 0.9 $ — Income taxes paid, net of refunds $ 17.7 $ 26.5 $ 22.3 See accompanying notes to consolidated financial statements. 49 NEOGEN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In millions, except per share amounts) 1. Summary of Significant Accounting Policies Organization 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, 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, 2026. All intercompany accounts and transactions have been eliminated in consolidation. 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. 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. Cash held by foreign subsidiaries was $ 110.3 million and $ 58.5 million at May 31, 2026 and 2025 , respectively. Functional Currency Our functional currency is the U.S. dollar. 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 2026, 2025 and 2024 , the Company incurred $ 5.8 million, $ 3.7 million, and $ 5.2 million of foreign currency losses, respectively. 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 an economic 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 50 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 losses, 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. 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, 2026, 2025, and 2024, accounts receivable, net was $ 146.8 million , $ 153.4 million , and $ 173.0 million respectively. 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, 2026 or 2025 , respectively. The activity in the allowance for credit losses was as follows: Year Ended May 31, 2026 2025 2024 Beginning Balance $ 5.4 $ 4.1 $ 2.8 Provision 0.7 3.3 1.7 Recoveries — ( 0.2 ) ( 0.2 ) Write-offs ( 1.6 ) ( 1.6 ) ( 0.2 ) Reclass to held for sale (1) ( 0.5 ) ( 0.2 ) — Ending Balance $ 4.0 $ 5.4 $ 4.1 (1) This is allowance for credit losses reclassified to the Company's held for sale entities. See Note 4 . "Assets Held for Sale and Divestiture" for further detail. Inventories 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, 2026 2025 Raw Materials $ 51.1 $ 65.7 Work-in-process 8.0 11.2 Finished goods 102.4 130.4 Inventory reserve ( 17.2 ) ( 16.5 ) Inventory, net $ 144.3 $ 190.8 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. Property and Equipment Property and equipment are stated at cost. Expenditures for major improvements are capitalized while repairs and maintenance are charged to expenses as incurred. Depreciation is provided on the straight line method over the estimated useful lives of the respective assets, which are generally 7 to 39 years for buildings and 51 improvements, and 3 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 $ 24.4 million, $ 25.6 million, and $ 21.8 million in fiscal years 2026, 2025, and 2024 , respectively. 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 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. 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. 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 th e asset. In such an event, the asset is written down to its fair value, and an impairment loss is recognized for the amount by which the carrying value exceeds the asset's fair value. Equity Compensation Plans At May 31, 2026, the Company had stock award plans which are described more fully in Note 9 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 expenses 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 $ 3.2 million, $ 4.1 million, and $ 3.3 million in fiscal years 2026, 2025 and 2024 , respectively. Leases The Company recognizes, in the consolidated balance sheets, a liability for making lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. We 52 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; and • 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. 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. 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 53 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 $ 25.1 million, $ 29.7 million, and $ 25.3 million, in fiscal years 2026, 2025 and 2024, 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 and due to immateriality of the amount, warranty claims are recorded in the period incurred. During the fiscal years ended May 31, 2026, 2025 and 2024 , no single customer or distributor accounted for 10 % or more of our revenues. 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; and • 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. Restructuring The Company accounts for restructuring activities in accordance with ASC 420. Restructuring charges may include employee termination benefits, contract termination costs, facility closure costs, and other exit-related costs associated with approved restructuring plans. The Company recognizes restructuring-related liabilities when they are incurred and the amounts are reasonably estimable. Any subsequent changes to estimates are recorded in the period identified. 54 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 14 "Segment Information" to the consolidated financial statements. The Company adopted the interim requirements on June 1, 2025. 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 foreign jurisdictions. The Company adopted this accounting standard on a prospective basis for our fiscal year 2026 annual reporting and provided required disclosures in Note 10 "Income Taxes" to the consolidated financial statements. New Accounting Pronouncements Not Yet Adopted 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. Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. We are still evaluating the impact of this amendment and do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements and accompanying notes. Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities , which defines government grants and establishes recognition, measurement and presentation guidance for government grants received by business entities, including a grant related to an asset and a grant related to income. The amendments in the update require that received government grants should not be recognized until it is probable that a business entity will comply with the conditions of the grant, the grant will be received and the business entity meets the recognition guidance for a grant related to an asset or a grant related to income. The amendments in this update are effective for interim and annual periods beginning after December 15, 2028, with early adoption permitted. The Company is evaluating the potential impact of the new requirements. 55 2. 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; and • Rodent control products and insect control products to assist in the control of rodents, insects and disease in and around agricultural, food production and other facilities. Service revenue consists primarily of: • Genomic identification and related interpretive bioinformatic services; and • Other commercial laboratory services. Payment terms for products and services are generally 30 to 90 days . The following table summarizes contract liabilities by period: Year Ended May 31 , 2026 2025 Beginning balance $ 5.6 $ 4.6 Additions 10.2 12.7 Recognized into revenue ( 11.2 ) ( 11.7 ) Reclassified to held for sale (1) ( 1.0 ) — Ending balance $ 3.6 $ 5.6 (1) Represents deferred revenue reclassified to the Company's held for sale entities. See Note 4 "Assets Held for Sale and Divestiture" for further detail. 56 The following table presents disaggregated revenue by major product and service categories for the years ended May 31, 2026, 2025 and 2024: Year Ended May 31, 2026 2025 2024 Food Safety: Natural Toxins & Allergens $ 77.5 $ 77.0 $ 82.2 Bacterial & General Sanitation 175.4 164.8 171.2 Indicator Testing & Culture Media 332.7 312.2 322.0 Rodent Control, Insect Control & Disinfectants 18.2 47.0 43.0 Genomics Services 24.6 23.4 24.3 Other 12.7 13.7 12.6 $ 641.1 $ 638.1 $ 655.3 Animal Safety: Life Sciences $ 6.6 $ 6.5 $ 6.5 Veterinary Instruments & Disposables 56.9 61.5 65.8 Animal Care & Other 29.3 34.7 37.0 Rodent Control, Insect Control & Disinfectants 68.9 88.1 88.7 Genomics Services 67.6 65.8 70.8 $ 229.3 $ 256.6 $ 268.9 Total Revenue $ 870.4 $ 894.7 $ 924.2 3. Net Loss Per Share Basic net loss per share is based on the weighted average number of common shares outstanding during each year. Diluted net loss per share is computed using the treasury stock method by dividing net loss by the weighted average number of shares of common stock outstanding. The following table presents the net loss per share calculations: Year Ended May 31, 2026 2025 2024 Numerator for basic and diluted net loss per share — Net Loss $ ( 7.9 ) $ ( 1,092.0 ) $ ( 9.4 ) Denominator for basic net loss per share — Weighted average shares 217.5 216.9 216.5 Effect of dilutive stock options and restricted stock units — — — Denominator for diluted net loss per share 217.5 216.9 216.5 Net loss attributable per share Basic $ ( 0.04 ) $ ( 5.03 ) $ ( 0.04 ) Diluted $ ( 0.04 ) $ ( 5.03 ) $ ( 0.04 ) Certain outstanding options and restricted stock units ("RSUs") were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive. These potential dilutive common shares, which may be dilutive to future diluted earnings per share, are as follows: Year Ended May 31, 2026 2025 2024 Anti-dilutive options and RSUs excluded from EPS Computation (1) 1.0 0.1 0.3 (1) Due to the net loss in fiscal years 2026, 2025 and 2024, the dilutive stock options and RSUs were anti-dilutive. 57 4. Assets Held for Sale and Divestiture In June 2025, the Company announced plans to sell its global genomics business as part of an initiative to divest non-core assets. The genomics business and associated assets and liabilities met the criteria for presentation as held for sale as of November 30, 2025. The Company determined that 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. On March 2, 2026, Neogen Corporation announced that it had entered into a definitive agreement to sell its Genomics business to Zoetis Inc., a global animal health company, for $ 160.0 million. The transaction is subject to customary closing conditions and regulatory approvals, and the parties continue to work toward a closing by the end of the first half of fiscal year 2027. In July 2026, the Australian Competition and Consumer Commission (ACCC) and the New Zealand Commerce Commission (NZCC) each announced that they are moving their respective reviews of the Company’s proposed genomics divestiture into the second phase of review. The major classes of assets and liabilities held for sale of the Genomics business were as follows: May 31, 2026 Accounts receivable, net $ 3.8 Inventory, net 10.3 Prepaid expenses and other current assets 1.5 Property and equipment, net 20.1 Right of use assets 0.9 Goodwill 19.4 Amortizable intangible assets, net 7.9 Other non-current assets 4.1 Total assets held for sale $ 68.0 Accounts payable $ 0.9 Accrued compensation 2.0 Other liabilities 3.7 Total liabilities held for sale $ 6.6 Cleaners and Disinfectants In the first quarter of fiscal year 2026, we completed the sale of the Cleaners and Disinfectants ("C&D") business to Kersia Group ("Kersia"). We received total consideration of $ 121.7 million in cash at closing, net of cash divested, plus additional contingent consideration of up to $ 3.5 million (the “Earnout Payment”) based on revenue performance of the divested business during the 12-month period following the closing date. The Earnout Payment is subject to reduction if certain revenue thresholds, as defined in the purchase agreement, are not achieved. During the three months ended August 31, 2025, we recognized a gain on the sale of the business of $ 76.4 million, which is included in “Gain on sale of business” within the Consolidated Statements of Operations. In addition, at closing, we also entered into transition service and transition distribution agreements with Kersia, which require us to provide services to Kersia during the transition period. Related to the transition distribution agreements, for performance obligations for which we act as an agent, we record revenue as the net amount of our gross billings less amounts remitted to Kersia. For performance obligations for which we act as principal, we record the gross amount billed to the customer as revenue. We recorded a liability representing the fair value of the services we expect to provide of $ 1.7 million within other current liabilities related to these agreements, which will be expensed to Other, net over a 12-month period following the closing date. Of this amount, $ 1.5 million was recognized as income during fiscal year 2026. 58 5. Leases 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, 2026 2025 Rights of use - non-current assets $ 16.6 $ 17.2 Lease liabilities - other current liabilities $ 4.7 $ 5.6 Lease liabilities - non-current liabilities $ 13.6 $ 12.9 Property and equipment $ — $ 2.4 Current portion of finance lease $ — $ 2.4 The weighted average remaining lease term and weighted average discount rate were as follows: Year Ended May 31, 2026 2025 Operating Leases Weighted average remaining lease term 6.3 years 6.5 years Weighted average discount rate 6.7 % 6.0 % Financing Lease Weighted average remaining lease term — 0.3 years Weighted average discount rate — 6.1 % 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, 2026 2025 Operating leases $ 5.6 $ 6.2 Short term leases 0.6 0.7 Financing lease expense: Amortization of asset 0.1 0.3 Interest on lease liability — — Total lease expense $ 6.3 $ 7.2 Supplemental cash flow information is as follows: Year Ended May 31, 2026 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 6.5 $ 5.7 $ 4.7 Operating cash flows for finance leases $ — $ — $ — Financing cash flows for finance leases $ 0.1 $ 0.3 $ 0.2 ROU assets obtained in exchange for lease obligations: Operating leases $ 5.9 $ 7.1 $ 5.6 Finance leases $ — $ — 2.6 59 Future lease payments as of May 31, 2026 are as follows: Operating Years ending May 31, 2026 Leases 2027 $ 6.4 2028 4.7 2029 2.8 2030 1.9 2031 1.3 2032 and thereafter 7.3 Total lease payments $ 24.4 Less: imputed interest (1) ( 5.4 ) Total lease liabilities (1) $ 19.0 (1 ) Includes leases that were reclassified as held for sale as of May 31, 2026 . As of May 31, 2026 , the Company had additional leases, primarily for real estate and equipment that have not yet commenced with undiscounted lease payments of approximately $ 1.8 million. The leases are expected to commence in the first half of fiscal year 2027 with lease terms up to seven years . 6. Goodwill and Other Intangible Assets Goodwill Management completed the annual impairment analysis of goodwill using a third-party quantitative assessment as of March 1, 2026 . Management utilized a third-party to quantitatively assess its Food Safety and Animal Safety reporting units. Based on the results of the analysis, the fair value of the Food Safety and Animal Safety reporting units exceeded their carrying values as of March 1, 2026. Therefore, the annual impairment analysis resulted in no impairment for 2026. 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 $ 461.4 million 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 March 1, 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 $ 584.8 million and $ 13.1 million were recorded for the Food Safety and Animal Safety reporting units, respectively. The fourth quarter impairment charges were primarily caused by 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. 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. 60 The following table summarizes goodwill by reportable segment: Food Safety Animal Safety Total Balance, May 31, 2024 $ 2,054.2 $ 81.4 $ 2,135.6 Impairment ( 1,045.3 ) ( 13.1 ) ( 1,058.4 ) Foreign currency translation and other (1) ( 12.0 ) ( 0.3 ) ( 12.3 ) Balance, May 31, 2025 $ 996.9 $ 68.0 $ 1,064.9 Foreign currency translation and other (1) 5.2 ( 22.9 ) ( 17.7 ) Balance, May 31, 2026 $ 1,002.1 $ 45.1 $ 1,047.2 (1) Other includes goodwill related to held for sale entities, which was reclassified within Assets held for sale. Intangible Assets Definite-lived intangible assets consisted of the following and are included in amortizable intangible assets within the consolidated balance sheets: Gross Carrying Amount Less Accumulated Amortization Net Carrying Amount Licenses $ 15.0 $ 7.1 $ 7.9 Covenants not to compete 0.3 0.2 0.1 Patents 9.0 4.6 4.4 Customer relationships intangibles 1,222.1 250.9 971.2 Trade names and trademarks 118.2 22.0 96.2 Developed technology 306.6 82.5 224.1 Other product and service-related intangibles 15.7 1.6 14.1 Balance, May 31, 2026 $ 1,686.9 $ 368.9 $ 1,318.0 Licenses $ 15.6 $ 7.8 $ 7.8 Covenants not to compete 0.4 0.3 0.1 Patents 8.9 4.4 4.5 Customer relationships intangibles 1,231.9 196.7 1,035.2 Trade names and trademarks 119.2 16.4 102.8 Developed technology 307.9 62.3 245.6 Other product and service-related intangibles 16.4 1.9 14.5 Balance, May 31, 2025 $ 1,700.3 $ 289.8 $ 1,410.5 Amortization expense for intangibles totaled $ 91.8 million, $ 93.9 million, and $ 94.9 million in fiscal years 2026, 2025, and 2024 , respectively. During fiscal year 2024, the Company recorded an impairment of $ 0.6 million to its amortizable licenses related to discontinued product lines. Estimated amortization expense for fiscal years: 2027—$ 93.9 million, 2028—$ 93.0 million, 2029—$ 89.4 million, 2030—$ 88.4 million, 2031—$ 87.8 million, 2032 and thereafter—$ 865.5 million 61 The amortizable intangible assets' useful lives are as follows: Useful Lives Range Licenses 2 - 20 years Covenants not to compete 3 - 10 years Patents 5 - 25 years Customer relationships intangibles 9 - 20 years Trade names and trademarks 10 - 25 years Developed technology 10 - 20 years Other product and service-related intangibles 5 - 15 years 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. 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. 7. 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 the second quarter of fiscal year 2026, management initiated a restructuring plan to right-size our cost base through a reduction of approximately 10 % in global headcount, including both existing and planned positions, as well as additional non-labor cost reductions. As of May 31, 2026 , the Company has incurred cumulative restructuring charges of $ 6.7 million for the fiscal year 2026 restructuring plan, which is completed. In the second quarter of fiscal year 2025, management initiated a restructuring plan primarily designed to focus the end market exposure and streamline operations of the Company's global genomics business, which was completed as of 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, 2026 2025 Food Safety $ 3.4 $ 2.2 Animal Safety 0.6 7.4 Corporate 3.0 1.5 Total $ 7.0 $ 11.1 62 Restructuring activity for the twelve months ended May 31, 2026 was as follows: Employee Separation Costs Other Exit Costs Total Balance as of May 31, 2025 $ 0.8 $ — $ 0.8 Expense 7.1 ( 0.1 ) 7.0 Cash Payments ( 7.3 ) — ( 7.3 ) Asset impairments and other (1) — 0.1 0.1 Balance as of May 31, 2026 $ 0.6 $ — $ 0.6 (1) Asset impairments relate to charges incurred by the Company's Animal Safety operating segment and global genomics business. 8 . Long-Term Debt The Company’s long-term debt consists of the following: May 31, 2026 May 31, 2025 Term Loan $ 405.0 $ 450.0 Senior Notes 346.5 350.0 Revolver Facility 48.5 100.0 Finance Lease — 2.4 Total debt and finance lease 800.0 902.4 Less: Current portion — ( 19.3 ) Total non-current debt 800.0 883.1 Less: Unamortized debt issuance costs ( 6.3 ) ( 8.3 ) Total non-current debt, net $ 793.7 $ 874.8 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 $ 650.0 million and a five-year senior secured revolving facility (“revolving facility”) in the amount of $ 150.0 million to fund the acquisition of 3M's Food Safety Division ("the FSD transaction"). In fiscal year 2023, the Company made $ 100.0 million in prepayments on the term loan facility. During fiscal year 2026, the Company repaid $ 51.5 million of outstanding principal under its Revolving Credit Facility, made $ 45.0 million of prepayments on its Term Loan, and repurchased $ 3.5 million of Senior Notes through open-market transactions. The Term Loan prepayments resulted in an extinguishment loss of $ 0.4 million related to unamortized debt issuance costs. In April 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 $ 450.0 million (the “2025 Term Loans”) and (ii) a revolving credit facility in an aggregate principal amount of $ 250.0 million (collectively, the “Credit Facilities”), against which $ 100.0 million 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 $ 1.9 million. For the remaining existing lenders, the Refinancing Amendment was accounted for as a debt modification. As 63 a result of the Refinancing Amendment, the Company incurred total debt financing fees of $ 2.8 million, of which $ 2.0 million has been deferred and amortized over the contractual life of the loans to interest expense using the straight line rate method and $ 0.8 million 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, 2026 , the interest rates ranged from 5.37 % to 6.10 % per annum. The Company has a $ 250.0 million revolving credit facility, against which $ 48.5 million has been drawn, with any amount outstanding to be repaid on or before the termination date of the revolving commitments. As of May 31, 2026 and May 31, 2025 , the Company incurred $ 3.5 million and $ 1.0 million of interest expense related to the drawn revolving credit facility. In fiscal year 2025, debt issuance costs of $ 1.0 million were incurred related to the 2025 revolving facility. As part of the Refinancing Amendment, $ 0.4 million 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 $ 0.3 million and $ 0.5 million during the twelve months ended May 31, 2026 and 2025, respectively. As of May 31, 2026 and May 31, 2025 , the Company had $ 1.3 million and $ 1.7 million, 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, 2026 , the commitment fee was 0.25 %. During the twelve months ended May 31, 2026 and 2025 , $ 0.5 million was recorded in each year as interest expense in the consolidated statements of operations. There was $ 0.1 million accrued interest on the term loan as of May 31, 2026 and May 31, 2025 , respectively. In fiscal year 2025, the Company incurred additional debt issuance costs of $ 1.0 million related to the Refinancing Amendment. As part of the Refinancing Amendment, $ 1.6 million 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 $ 0.8 million and interest expense of $ 24.1 million (excluding swap expense of $ 0.3 million) for the term loan was included in the consolidated statements of operations during the twelve months ended May 31, 2026 . The amortization of deferred debt issuance costs of $ 1.9 million and interest expense of $ 38.1 million (excluding swap credit of $ 1.5 million) for the term loan was included in the consolidated statements of operations during the twelve months ended May 31, 2025. As of May 31, 2026 and May 31, 2025 , the Company had $ 2.9 million and $ 4.1 million, 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, 2026, the Company was in compliance with its debt covenants. Senior Notes On July 20, 2022, Neogen Food Safety Corporation closed on an offering of $ 350.0 million 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. 64 Accrued interest on the Notes was $ 10.9 million as of May 31, 2026 . Accrued interest on the Notes was $ 11 million as of May 31, 2025 . These amounts were included in current liabilities on the consolidated balance sheets. In fiscal year 2023, the Company incurred total debt issuance costs of $ 6.7 million, 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 $ 0.8 million in each fiscal year and interest expense of $ 29.9 million and $ 30.2 million for the Notes was included in the consolidated statements of operations during the twelve months ended May 31, 2026 and May 31, 2025, respectively. As of May 31, 2026 and May 31, 2025 , the Company had $ 3.4 million and $ 4.2 million, respectively, of unamortized debt issuance costs. There are no additional required principal payments for the Term Loan until the second quarter of fiscal year 2028. The expected maturities associated with the Company’s outstanding debt as of May 31, 2026, were as follows: Fiscal Year Amount 2027 $ — 2028 16.9 2029 22.5 2030 414.1 2031 346.5 Thereafter — Total $ 800.0 Finance Lease The finance lease was a building lease that was classified within property and equipment and the current portion of debt on the consolidated balance sheets as of May 31, 2025 . There were no finance leases as of May 31, 2026. Subsequent Event In June 2026, the Company made $ 20.0 million of prepayments on its Term Loan. Based on this prepayment, there are no additional required principal payments for the Term Loan until the first quarter of fiscal year 2029. 9 . 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. Remaining shares available for grant under share-based compensation plans were 11.5 million at May 31, 2026 , 13.8 million shares at May 31, 2025 , and 16.8 millions at May 31, 2024. Compensation expense related to share-based awards was $ 13.4 million , $ 17.3 million, and $ 13.8 million in fiscal years 2026, 2025 and 2024, respectively. 65 Options 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 were 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. (option amounts in millions) Options Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Outstanding at May 31, 2023 ( 1.4 exercisable) 4.2 $ 25.56 $ 6.51 Granted 1.9 15.43 5.98 Exercised — 13.61 4.44 Forfeited ( 1.2 ) 30.27 7.26 Outstanding at May 31, 2024 ( 1.5 exercisable) 4.9 20.41 6.12 Granted 2.0 15.47 4.96 Exercised — 14.50 4.59 Forfeited ( 1.0 ) 27.92 7.10 Outstanding at May 31, 2025 ( 2.1 exercisable) 5.9 17.51 5.56 Granted 6.2 5.93 2.20 Exercised 0.1 5.43 2.11 Forfeited ( 4.5 ) 14.31 4.61 Outstanding at May 31, 2026 ( 2.7 exercisable) 7.7 $ 10.05 $ 3.35 The following is a summary of stock options outstanding at May 31, 2026: Options Outstanding Options Exercisable Average Contractual Weighted-Average Weighted-Average (option amounts in millions) Life Exercise Exercise Range of Exercise Price Number (in years) Price Number Price $ 5.14 - $ 15.00 6.1 7.8 $ 7.48 1.2 $ 12.55 $ 15.01 - $ 25.00 1.3 2.5 16.24 1.2 16.23 $ 25.01 - $ 35.00 0.1 0.9 28.72 0.1 28.73 $ 35.01 - $ 42.46 0.2 0.4 41.00 0.2 41.01 7.7 6.7 $ 10.05 2.7 $ 16.66 The weighted average exercise price of shares subject to options that were exercisable at May 31, 2025 and 2024 was $ 19.53 and $ 26.11 , respectively. Remaining compensation cost to be expensed in future periods for non-vested options was $ 9.0 million at May 31, 2026 , with a weighted average expense recognition period of 2.4 years. Year Ended May 31, 2026 2025 2024 Aggregate intrinsic value of options outstanding $ 14.5 $ 0.1 $ 0.1 Aggregate intrinsic value of options exercisable $ 0.4 $ — $ — Aggregate intrinsic value of options exercised $ 0.4 $ — $ — 66 The fair value of stock options granted was estimated using the following weighted-average assumptions: Year Ended May 31, 2026 2025 2024 Risk-free interest rate 3.7 % 3.7 % 4.7 % Expected dividend yield 0.0 % 0.0 % 0.0 % Expected stock volatility 43.4 % 38.1 % 37.3 % Expected option life 3.8 years 3.4 years 4.5 years 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. Restricted Stock Units 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. The remaining weighted-average period for the Company's outstanding RSUs is 1.3 years. On May 31, 2026 , there was $ 8.2 million in unamortized compensation costs related to non-vested RSUs. The fair value of restricted stock units vested during fiscal years 2026, 2025 and 2024 was $ 8.1 million, $ 5.2 million, and $ 3.8 million, respectively. (RSU amounts in millions) RSUs Weighted Average Grant Date Fair Value Outstanding at May 31, 2023 0.8 $ 19.30 Granted 0.6 15.55 Released ( 0.2 ) 18.53 Forfeited ( 0.2 ) 19.98 Outstanding at May 31, 2024 1.0 $ 17.17 Granted 0.5 15.49 Released ( 0.4 ) 16.89 Forfeited ( 0.1 ) 17.47 Outstanding at May 31, 2025 1.0 $ 16.25 Granted 1.5 6.00 Released ( 0.5 ) 15.82 Forfeited ( 0.5 ) 12.82 Outstanding at May 31, 2026 1.5 $ 7.29 Performance Stock Units The Company granted performance stock units (PSUs) under the terms of the 2023 Omnibus Incentive Plan, which cliff vest after a three year performance period. The performance units contain an additional market condition and were fair valued utilizing a Monte Carlo simulation. The actual number of PSUs that will vest, which may range from 0 % to 240 % of the target award amount, depends on the Company’s achievement of target performance goals and market outcomes related to the Company’s revenue growth, adjusted EBITDA margin expansion, free cash flow conversion, and total shareholder return over a performance period. The remaining weighted-average period for the Company's outstanding PSUs is 2.0 years. On May 31, 2026 , there was $ 3.6 million in unamortized compensation cost related to non-vested PSUs. 67 (PSU amounts in millions) PSUs Weighted Average Grant Date Fair Value Outstanding at May 31, 2025 — $ — Granted 1.3 6.28 Vested — — Forfeited ( 0.4 ) 5.90 Outstanding at May 31, 2026 0.9 $ 6.45 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 0.3 million, 0.2 million, and 0.1 million in fiscal year 2026, 2025, and 2024, respectively. As of May 31, 2026 , common stock totaling 0.3 million of the 1.0 million 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. Our expense under this plan was $ 4.2 million, $ 3.7 million, and $ 3.4 million in fiscal years 2026, 2025 and 2024, 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 2026 will be paid to employees in the first quarter of fiscal 2027. As of May 31, 2026 and 2025 , the Company had an accrued bonus of $ 13.5 million and $ 1.8 million, respectively, recorded within accrued compensation on the consolidated balance sheets. 10. Income Taxes Income before income taxes by source consists of the following amounts: Year Ended May 31, 2026 2025 2024 U.S. $ ( 135.9 ) $ ( 1,026.6 ) $ ( 92.2 ) Foreign 126.9 ( 106.5 ) 77.9 $ ( 9.0 ) $ ( 1,133.1 ) $ ( 14.3 ) 68 The provision for income taxes consists of the following: Year Ended May 31, 2026 2025 2024 Current Domestic Federal $ 1.0 $ ( 0.6 ) $ 6.8 Change in tax-related uncertainties 1.5 1.2 1.9 State 1.0 1.0 1.5 Foreign 19.7 14.1 14.4 Total Current 23.2 15.7 24.6 Deferred Domestic Federal ( 22.6 ) ( 37.7 ) ( 22.4 ) State ( 3.6 ) ( 3.4 ) ( 4.9 ) Foreign 1.9 ( 15.7 ) ( 2.2 ) Total Deferred ( 24.3 ) ( 56.8 ) ( 29.5 ) Income tax (benefit) expense $ ( 1.1 ) $ ( 41.1 ) $ ( 4.9 ) 69 The reconciliation of income taxes computed at the U.S. federal statutory tax rate to income tax expense , including the additional disclosure requirements as set forth in ASU 2023-09, which we adopted in fiscal year 2026 on a prospective basis is as follows: Year Ended May 31, 2026 Amount Percent Federal statutory income tax expense and rate $ ( 1.9 ) 21.0 % State and local income taxes, net of federal income tax effect (1) ( 1.5 ) 16.4 % Non-U.S. tax effects Brazil Statutory tax rate difference 1.6 ( 17.7 %) Other 0.4 ( 4.2 %) Canada Changes in valuation allowances ( 0.5 ) 5.0 % Other 0.1 ( 0.4 %) Ireland Statutory tax rate difference ( 2.0 ) 22.0 % Pillar Two 1.0 ( 10.5 %) Other ( 0.3 ) 3.1 % Mexico Statutory tax rate difference 0.5 ( 5.6 %) Switzerland Statutory tax rate difference ( 5.9 ) 65.4 % Cantonal Tax 3.4 ( 37.0 %) Other ( 0.5 ) 5.3 % United Kingdom Non-taxable gain adjustment ( 5.0 ) 55.5 % Other 0.3 ( 3.7 %) Other foreign jurisdictions 2.0 ( 21.6 %) Effect of cross-border tax laws Global intangible low-taxed income (net of foreign tax credits) ( 0.2 ) 1.7 % Subpart F (net of foreign tax credits) 2.4 ( 26.4 %) Tax credits R&D credits ( 0.7 ) 7.7 % Equity- based compensation 2.7 ( 29.9 %) Officer compensation 0.6 ( 7.0 %) Changes in unrecognized tax benefits 1.5 ( 17.0 %) Other 0.9 ( 9.8 %) Income tax benefit $ ( 1.1 ) 12.4 % 1 State and local taxes in California, Pennsylvania, and City of Lansing, Michigan accounted for the majority (greater than 50 percent) of the tax impact in this category. 70 The reconciliation of income taxes computed at the U.S. federal statutory tax rate to income tax expense based on the applicable guidance prior to the adoption of ASU 2023-09 is as follows: Year Ended May 31 , 2025 2024 Tax at U.S. statutory rate $ ( 237.9 ) $ ( 3.0 ) Permanent differences ( 1.5 ) 0.3 Global intangible low-taxed income (GILTI) 8.2 7.1 Foreign derived intangible income deduction (FDII) ( 0.6 ) ( 0.4 ) Foreign rate differential ( 2.3 ) ( 4.0 ) Goodwill impairment 202.8 — Subpart F income 2.1 1.2 Tax-effect from stock-based compensation 2.6 2.2 Provision for state income taxes, net of federal benefit ( 1.9 ) ( 2.7 ) Tax credits ( 11.5 ) ( 7.7 ) Impact of tax rate changes ( 1.0 ) — Change in tax-related uncertainties 1.3 1.9 Changes in valuation allowances ( 0.1 ) ( 0.5 ) Research expenditures deduction ( 0.4 ) ( 0.3 ) Other ( 0.9 ) 1.0 Income tax (benefit) expense $ ( 41.1 ) $ ( 4.9 ) Foreign tax credits, primarily offsetting taxes associated with Subpart F and GILTI income, were $ 15.1 million, $ 9.4 million, and $ 7.1 million in fiscal years 2026, 2025, and 2024 , respectively. The Company’s research and development credits were $ 0.7 million, $ 2.1 million, and $ 0.6 million in fiscal years 2026, 2025, and 2024, respectively. 71 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, 2026 2025 Deferred income tax liabilities Indefinite and long-lived assets $ ( 299.7 ) $ ( 316.4 ) Right of use asset ( 4.1 ) ( 4.3 ) Prepaid expenses ( 1.6 ) ( 1.7 ) ( 305.4 ) ( 322.4 ) Deferred income tax assets Interest expense not currently deductible 30.4 25.7 Research and experimentation capitalization 9.5 9.7 Stock options 1.9 2.5 Inventories and accounts receivable 8.1 8.5 Tax loss carryforwards 5.5 6.6 Lease liability 4.5 4.4 Accrued expenses and other 8.5 3.3 Tax Credits 0.9 — 69.3 60.7 Valuation allowance ( 5.6 ) ( 1.4 ) Net deferred income tax liabilities $ ( 241.7 ) $ ( 263.1 ) Net deferred income tax assets (jurisdictional) - other non-current assets $ 15.9 $ 17.8 Net deferred income tax liabilities (jurisdictional) ( 257.6 ) ( 280.9 ) Net deferred income tax liabilities $ ( 241.7 ) $ ( 263.1 ) The Company has the following net operating loss carryforwards: As of May 31, 2026 Expiry U.S - Federal $ 0.1 2038 U.S - State 32.3 2035 to indefinite Foreign 15.7 2028 to indefinite Total net operating loss carryforwards $ 48.1 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. 72 The following table provides additional detail on our income taxes paid, net of refunds, in 2026. Income taxes paid by jurisdiction include all jurisdictions that individually exceed 5% of our total income taxes paid, net of refunds received: Year Ended May 31, 2026 Income Taxes Paid by Taxing Authority U.S. federal $ ( 0.6 ) U.S. state and local 0.4 Non - U.S 17.9 Total $ 17.7 Income Taxes Paid by Jurisdiction Brazil $ 4.7 Ireland 3.7 Switzerland 3.1 United Kingdom 2.2 Colombia 1.4 Other International 2.6 Total $ 17.7 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 $ 0.8 million at May 31, 2026 , $ 0.4 million at May 31, 2025 , and $ 0.2 million at May 31, 2024. Of the total unrecognized tax benefits at May 31, 2026 and 2025 , $ 5.0 million and $ 3.8 million, 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, 2026 2025 2024 Beginning balance $ 3.8 $ 2.7 $ 0.9 Increase/(decrease) related to prior periods ( 0.1 ) 0.1 — Increase related to current period 1.5 1.1 2.0 Lapses of applicable statute of limitations ( 0.2 ) ( 0.1 ) ( 0.2 ) Ending balance $ 5.0 $ 3.8 $ 2.7 The Company is no longer subject to examination by the Internal Revenue Service for fiscal year 2022 and preceding years. The Company has not provided deferred taxes on undistributed earnings of foreign subsidiaries that are permanently reinvested in operations. The related temporary differences could become taxable upon repatriation. 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 73 Company has included in its income tax for the year ended May 31, 2026, 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, 2026 , the company has incurred a total top-up tax under Pillar Two of $ 1.0 million, with respect to its operations in Ireland 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. There was not a significant impact to our income tax expense or effective tax rate for the year ended May 31, 2026 . 11. Commitments and Contingencies We are involved in environmental remediation and monitoring activities at our Randolph, Wisconsin manufacturing facility. As a result, we accrue for related costs, when such costs are determined to be probable and estimable. We currently utilize a pump and treat remediation strategy, which includes semi-annual monitoring and reporting, consulting, and maintenance of monitoring wells. We recorded $ 0.1 million within other current liabilities and $ 0.8 million within other non-current liabilities as of May 31, 2026 and May 31, 2025 in the condensed consolidated balance sheets. These amounts are measured on an undiscounted basis over an estimated period of 15 years . In fiscal 2022, in collaboration with the Wisconsin Department of Natural Resources ("WDNR"), we 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. Related to the Company's other contingent liabilities, losses of $ 0.9 million and $ 1.4 million were recorded in the third quarter of fiscal year 2026 and 2025, respectively. These losses were driven by an updated valuation of the performance milestone liability for the Company's CAPInnoVet, Inc. transaction. Additionally, in the third quarter of fiscal year 2025, the Company reversed $ 0.9 million that was related to a contingent liability that was recorded as part of the Corvium, Inc. transaction. The final milestone payment was not achieved, resulting in a full reversal of the liability. Finally, 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 $ 2.7 million was received in the third quarter of fiscal year 2025. This amount was partially offset by a related fixed asset impairment of $ 2.1 million, 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. In the third quarter of fiscal year 2024, the Company received $ 1.3 million 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 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 $ 1.9 million, $ 1.6 million, and $ 3.3 million for fiscal years 2026, 2025 and 2024 , 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: 2027—$ 0.3 million, 2028—$ 0.5 million, 2029—$ 0.1 million, and 2030—$ 0.1 million, and 2031—$ 0.1 million. 74 Shareholder Litigation and Stockholder Demands On July 18, 2025, Operating Engineers Construction Industry and Miscellaneous Pension Fund filed a putative class action complaint in the United States District Court for the Western District of Michigan against the Company, John Adent, and David Naemura. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly false and misleading public statements and omissions by defendants during the period January 5, 2023 through June 3, 2025 relating to the integration of the 3M business into Neogen. The complaint seeks, among other things, unspecified monetary damages, reasonable costs and expenses and/or other relief as deemed appropriate by the Court. On January 20, 2026, Plaintiffs filed an amended complaint. On February 10, 2026, Defendants filed a motion to dismiss the amended complaint in its entirety. The motion to dismiss is fully briefed and remains pending. On August 27, 2025, the Company, John Adent, Steven J. Quinlan, James C. Borel, William T. Boehm, Ronald D. Green, Ralph A. Rodriguez, James P. Tobin, Darci L. Vetter, and Catherine E. Woteki were named in a putative class action filed in Minnesota’s Second Judicial District for Ramsey County. The complaint asserts claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 based on allegedly false and misleading public statements by defendants in the offering materials issued in connection with the 2022 transaction in which Neogen acquired 3M’s Food Safety Business. The complaint seeks, among other things, unspecified monetary damages, reasonable costs and expenses, recission, and/or such other equitable or injunctive relief as deemed appropriate by the Court. On February 3, 2026, Plaintiffs filed an amended complaint. On April 6, 2026, Defendants filed a motion to dismiss the amended complaint in its entirety. On June 5, 2026, Plaintiffs filed their opposition to the motion to dismiss. On August 13, 2025, August 15, 2025, December 22, 2025, and January 27, 2026, the Company received four separate stockholder litigation demands requesting that the Board investigate the allegations in the federal securities class action and pursue claims on the Company’s behalf based on those allegations. On October 4, 2025, the Board established a litigation committee to consider and investigate the demands. On December 4, 2025, the Company, John Adent, Dave Naemura, James C. Borel, Thierry Bernard, William T. Boehm, Jeffrey D. Capello, Ronald D. Green, Aashima Gupta, Raphael A. Rodriguez, James P. Tobin, Darci L. Vetter, and Catherine Woteki were named in a putative shareholder derivative action filed in the United States District Court for the Western District of Michigan. The complaint asserts claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Section 14 of the Securities Exchange Act of 1934 based on allegedly false and misleading public statements by defendants related to the integration of the 3M business into Neogen. The complaint seeks, among other things, unspecified monetary damages, reasonable costs and expenses, rescission, and/or such other equitable or injunctive relief as deemed appropriate by the Court. On March 30, 2026, the parties stipulated to a stay of the derivative action pending the disposition of the motion to dismiss in the federal securities class action, which stipulation was so Ordered by the Court on April 1, 2026. Given the uncertainty of litigation and the preliminary stage of the cases, we cannot estimate the reasonably possible loss or range of loss that may result from the actions. Product Recall On January 28, 2026, the Company initiated a voluntary recall of all unexpired lots of the Company’s Vet HyCoat® Hyaluronate Sodium Sterile Solution (the “Recalled Product”), due to microbial contamination in certain lots of 10 mL/50 mg product vials. The Recalled Product was distributed by the Company but manufactured by an unaffiliated third-party supplier. The Company received a number of reports of adverse events in horses following intraarticular injections of the Recalled Product, which is inconsistent with its labeled, intended use. To date, the Company has not received reports of adverse events when the Recalled Product is used in a manner consistent with the labeled intended use. While the Company’s investigation into this issue is ongoing, out of an abundance of caution, the 2 mL/20 mg product vials were recalled. The recall 75 affects approximately 133,000 unexpired units sold since 2023; though returns are expected to be less due to product use since that time. These units were sold into the U.S. market, Puerto Rico and certain Latin American markets between February 2023 and November 2025. The Company has worked cooperatively with the U.S. Food and Drug Administration (FDA) throughout this process and is offering a full refund to affected customers. In February 2026, we recorded a $ 0.6 million accrual in other current liabilities, which represents our estimate of the aggregate amount of refunds to be paid to affected customers. As of the date of this filing, the Company has received several demand letters from parties asserting claims relating to their use of the Recalled Product (the “Product Claims”). The Company is also aware of two individual lawsuits, one filed on March 25, 2026, and the other filed on June 9, 2026, and an uncertified class action lawsuit filed on April 13, 2026, on behalf of one named plaintiff. The Company believes it has strong defenses to any claims brought relating to this matter, including the fact that the Company served only as a distributor and was not involved in any way in the manufacture of the Recalled Product. In addition, although the Company’s investigation is ongoing, initial evidence reflects adverse events only when the Recalled Product was used in a manner inconsistent with its labeled, intended use. Based on information currently available, the Company believes it is probable that it will incur a loss related to the Product Claims. However, given the preliminary nature of the claims received and the uncertainty regarding the number and validity of potential claims, and the range of potential outcomes, the amount or materiality of loss cannot be reasonably estimated. Accordingly, no accrual for loss contingencies related to these Product Claims has been recorded as of the end of the period covered by this report. The Company will continue to evaluate information as it becomes available and will record an accrual for estimated losses relating to these Product Claims at the time when the amount of loss can reasonably be estimated. At this juncture, the Company does not believe the ultimate resolution of these Product Claims is likely to have a material adverse effect on the Company’s financial position, results of operations, or cash flows. In addition to the items disclosed above, we are subject to certain other legal and other proceedings in the ordinary course of our business that, in the opinion of management, are not expected to have a material effect on our financial statements. 12. 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: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Accounts receivable and accounts payable are carried at amounts that approximate fair value due to their short-term maturities. The estimated fair values of these instruments would be classified within Level 2 of the fair value hierarchy, as the valuation is based on observable market inputs. Cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices for identical assets. 76 Derivatives Not Designed as Hedging Instruments We have entered into non-designated foreign currency forward contracts to manage balance sheet foreign currency risk associated with intercompany loans and other foreign currency denominated assets and liabilities. These contracts, classified as Level 2 in the fair value hierarchy are recorded net at fair value on our consolidated balance sheets, and the related gains and losses are recognized in other, net. The notional amount of forward contracts in place was $ 65.5 million as of May 31, 2025 . There were no forward contracts in place as of May 31, 2026. Fair Value of Derivatives Not Designated as Hedging Instruments Balance Sheet Location May 31, 2026 May 31, 2025 Foreign currency forward contracts, net Other current liabilities $ ( 0.1 ) $ 0.4 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 May 31, 2026 May 31, 2025 May 31, 2024 Foreign currency forward contracts Other, net $ ( 0.8 ) $ 0.5 $ 0.1 Derivatives Designed as Hedging Instruments We have entered into a receive-variable, pay-fixed interest rate swap agreement with a $ 200.0 million notional value, which is designated as a cash flow hedge. This cash flow hedge 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, we pay a fixed interest rate of 4.215 %, plus an applicable margin ranging between 137.5 to 175 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 Company expects to reclassify a $ 0.5 million 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 May 31, 2026 May 31, 2025 Interest rate swaps – current Other current liabilities $ ( 0.6 ) $ ( 0.4 ) Interest rate swaps – non-current Other non-current liabilities $ — $ ( 1.3 ) 77 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. Items Not Carried at Fair Value Fair values of the Company’s Term Loan and Senior Notes were as follows: Year Ended May 31, 2026 2025 Aggregate fair value 815.5 914.9 Aggregate carrying value (1) 800.0 900.0 (1) Excludes unamortized debt issuance costs. Fair values were based on available market information and other observable data and are classified within Level 1 of the fair value hierarchy. 13. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss changes by component, net of related tax, were as follows: May 31, 2026 2025 Accumulated other comprehensive loss, beginning balance $ ( 28.9 ) $ ( 30.0 ) Foreign currency translation adjustment Balance at beginning of period $ ( 27.7 ) $ ( 31.9 ) Other comprehensive gain before reclassifications 14.6 4.2 Amount reclassified from accumulated other comprehensive loss ( 0.1 ) — Balance at end of period $ ( 13.2 ) $ ( 27.7 ) Fair value of derivatives change Balance at beginning of period $ ( 1.2 ) $ 1.9 Other comprehensive gain (loss) before reclassifications 0.6 ( 1.9 ) Amounts reclassified from accumulated other comprehensive loss 0.2 ( 1.2 ) Balance at end of period $ ( 0.4 ) $ ( 1.2 ) Accumulated other comprehensive loss, ending balance $ ( 13.6 ) $ ( 28.9 ) 78 14. Segment Information The Company has two reportable segments: Food Safety and Animal Safety. The results of each segment are regularly provided to 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 (loss) income. Refer to the consolidated statements of operations for the reconciliation of consolidated operating (loss) income, which is the total of Company’s segment measure of profit or loss, to consolidated loss before taxes. The following tables reflect segment and corporate information: Year Ended May 31, 2026 Food Safety Animal Safety Corporate and Eliminations (1) Total Total Revenues $ 662.6 $ 237.3 $ — $ 899.9 Intersegment Revenue ( 21.5 ) ( 8.0 ) — ( 29.5 ) Net Revenue 641.1 229.3 — 870.4 Total Cost of Revenues 317.1 144.8 — 461.9 Operating Expenses 260.6 60.0 109.5 430.1 Operating Income (Loss) $ 63.4 $ 24.5 $ ( 109.5 ) $ ( 21.6 ) Depreciation and Amortization $ 104.8 $ 11.5 $ — $ 116.3 Interest Expense $ — $ — $ 60.4 $ 60.4 Total Assets $ 2,875.4 $ 285.1 $ 185.5 $ 3,346.0 Expenditures for long-lived assets $ 47.8 $ 3.5 $ — $ 51.3 Year Ended May 31, 2025 Food Safety Animal Safety Corporate and Eliminations (1) Total Total Revenues $ 660.0 $ 267.0 $ — $ 927.0 Intersegment Revenue ( 21.9 ) ( 10.4 ) — ( 32.3 ) Net Revenue 638.1 256.6 — 894.7 Total Cost of Revenues 308.7 164.6 — 473.3 Operating Expenses 1,315.1 84.7 82.6 1,482.4 Operating Income (Loss) $ ( 985.7 ) $ 7.3 $ ( 82.6 ) $ ( 1,061.0 ) Depreciation and Amortization $ 105.0 $ 14.5 $ — $ 119.5 Interest Expense $ — $ — $ 71.6 $ 71.6 Total Assets $ 2,991.7 $ 323.1 $ 129.0 $ 3,443.8 Expenditures for long-lived assets $ 96.7 $ 7.9 — $ 104.6 Year Ended May 31, 2024 Food Safety Animal Safety Corporate and Eliminations (1) Total Total Revenues $ 658.3 $ 277.7 $ — $ 936.0 Intersegment Revenue ( 3.0 ) ( 8.8 ) — ( 11.8 ) Net Revenue 655.3 268.9 — 924.2 Total Cost of Revenues 301.6 158.7 — 460.3 Operating Expenses 271.3 70.9 63.1 405.3 Operating Income (Loss) $ 82.4 $ 39.3 $ ( 63.1 ) $ 58.6 Depreciation and Amortization $ 102.3 $ 14.4 — $ 116.7 Interest Expense — — $ 73.4 $ 73.4 Total Assets $ 4,035.3 $ 342.6 $ 170.9 $ 4,548.8 Expenditures for long-lived assets $ 93.0 $ 18.4 — $ 111.4 79 (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, 2026 2025 2024 Domestic $ 425.1 $ 446.0 $ 465.2 International 445.3 448.7 459.0 Total Revenue $ 870.4 $ 894.7 $ 924.2 The following table presents the Company's net property and equipment amounts disaggregated by country. Year Ended May 31, 2026 2025 United States $ 282.9 $ 278.4 United Kingdom 10.9 12.5 Other 36.0 48.2 Total Property, Plant, and Equipment $ 329.8 $ 339.1 80 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE—NONE