NEOGENOMICS INC

The following disclosure is provided in accordance with and in satisfaction of the requirements of Item 5.02 “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of Form 8-K.

In connection with Melody Harris’ previously announced transition from her position as an executive officer of the Company, and her termination of employment on June 1, 2025 (the “Separation Date”), Ms. Harris and the Company entered into a transition and separation agreement (the “Separation Agreement”), dated April 27, 2025. Under the Separation Agreement, Ms. Harris agreed to a general release of claims in favor of the Company and its affiliates in exchange for the following payments and benefits, in each case subject to her compliance with the terms and conditions of the Separation Agreement and her continued compliance with her restrictive covenants: (i) continued payment of her base salary for twelve (12) months following the Separation Date; (ii) an amount equal to her target annual bonus; (iii) a pro rata amount (based on number of days employed between January 13, 2025 and the Separation Date) of her retention bonus; (iv) accelerated vesting of any time-based equity awards that are otherwise scheduled to vest within twelve (12) months following the Separation Date, with stock options remaining exercisable for twelve (12) months following the Separation Date; and (v) subject to her eligibility for, and timely election of, COBRA coverage, payment of her COBRA premiums for twelve (12) months following the Separation Date (or until the date Ms. Harris obtains health coverage from another employer, if earlier). Ms. Harris also agreed to certain transfer restrictions applicable to her Company equity.

The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached hereto as Exhibit 10.6 and is incorporated herein by reference.

Insider Trading Plans

During the quarter ended March 31, 2025, no director or Section 16 officer adopted, modified, orterminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).