NEOGENOMICS INC
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
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FY2025 · Filed Feb 17, 2026
NEO$16.96-3.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(i) Financial Statements (included in Item 8 of this Annual Report on Form 10-K):
The following Consolidated Financial Statements of the Company and the Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, are included in Part II, Item 8 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Comprehensive (Loss) Income for the year ended December 31, 2025, 2024 and 2023
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023
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Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
Notes to Consolidated Financial Statements
(ii) Financial Statement Schedules.
All schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or the Notes thereto.
(iii) Exhibits.
The exhibits required by Item 601 of Regulation S-K are listed in paragraph (b) below.
(b) Exhibits.
The following exhibits are filed herewith or are incorporated by reference to exhibits filed with the SEC:
| Exhibit Number | Description of Exhibit | Location |
| 3.1 | Articles of Incorporation, as amended | Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on February 28, 2020. |
| 3.2 | Amended and Restated Bylaws, as amended | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, as filed with the SEC on November 6, 2015. |
| 4.1 | Description of our Common Stock | Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on February 28, 2020. |
| 4.2 | Indenture, dated January 11, 2021, by and between the Company and U.S. Bank National Association, as Trustee | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 11, 2021. |
| 4.3 | Form of 0.25% Senior Convertible Notes Due 2028 (Included in Exhibit 4.2) | Incorporated by reference to the Company’s Current Report on form 8-K filed with the SEC on January 11, 2021. |
| 10.1* | Form of Indemnification Agreement between NeoGenomics, Inc. and each of its executive officers and directors | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, as filed with the SEC on November 7, 2016. |
| 10.2* | Form of Executive Employment Agreement between NeoGenomics, Inc. and each of its executive officers | Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 25, 2022. |
| 10.3* | Amended and Restated Equity Incentive Plan effective as of October 15, 2015 | Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on March 15, 2016. |
| 10.4* | First Amendment of the Amended and Restated Equity Incentive Plan, effective as of May 25, 2017 | Incorporated by reference to the Company’s Definitive Proxy Statement, dated April 24, 2017, as filed with the SEC on April 25, 2017. |
| 10.5* | Second Amendment of the Amended and Restated Equity Incentive Plan as approved by the Company’s stockholders on May 27, 2021 | Incorporated by reference to Annex A of the Company’s Definitive Proxy Statement on Schedule 14A as filed on April 15, 2021. |
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| 10.6* | NeoGenomics, Inc. 2023 Equity Incentive Plan. | Incorporated by reference to Annex A of the Company’s Definitive Proxy Statement on Schedule 14A as filed on April 7, 2023. |
| 10.7* | Form of PSU Award Agreement under the NeoGenomics, Inc. Amended and Restated Equity Incentive Plan. | Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on May 17, 2023. |
| 10.8* | Form of PSU Agreement under the NeoGenomics, Inc. 2023 Equity Incentive Plan | Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on February 23, 2024 |
| 10.9* | Employment Agreement, executed April 1, 2025, by and between NeoGenomics, Inc. and Anthony Zook | Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on March 31, 2025. |
| 10.10* | Employment Agreement of Jeffrey S. Sherman, dated December 5, 2022 | Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 6, 2022. |
| 10.11* | Form of Stand-Alone Inducement Restricted Stock Agreement by and between NeoGenomics, Inc. and Jeff Sherman | Incorporated by reference to the Company’s Registration Statement on Form S-8 as filed with the SEC on December 5, 2022. |
| 10.12* | Form of Stand-Alone Inducement Stock Option Agreement by and between NeoGenomics, Inc. and Jeff Sherman | Incorporated by reference to the Company’s Registration Statement on Form S-8 as filed with the SEC on December 5, 2022. |
| 10.13* | Employment Agreement, dated November 2, 2022 by and between NeoGenomics, Inc. and Warren Stone | Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on February 24, 2023. |
| 10.14* | Amendment to Employment Agreement, effective April 29, 2024, by and between NeoGenomics, Inc. and Warren Stone | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on April 30, 2024. |
| 10.15* | Offer Letter dated March 27, 2023 between NeoGenomics Laboratories and Greg Aunan. | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the SEC on May 9, 2023. |
| 10.16* | Employment Agreement, executed July 20, 2022, by and between NeoGenomics, Inc. and Christopher Smith | Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on July 21, 2022. |
| 10.17* | Amendment to Employment Agreement, dated August 15, 2022, by and between NeoGenomics, Inc. and Christopher Smith | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the SEC on November 8, 2022. |
| 10.18* | Form of Stand-Alone Inducement Restricted Stock Agreement by and between NeoGenomics, Inc. and Christopher Smith | Incorporated by reference to the Company’s Registration Statement on Form S-8 as filed with the SEC on August 12, 2022. |
| 10.19* | Form of Stand-Alone Inducement Stock Option Agreement by and between NeoGenomics, Inc. and Christopher Smith | Incorporated by reference to the Company’s Registration Statement on Form S-8 as filed with the SEC on August 12, 2022. |
| 10.20* | Letter Agreement between NeoGenomics, Inc. and Christopher Smith, dated January 8, 2025 | Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on January 10, 2025. |
| 10.21* | Special Advisor Agreement between NeoGenomics, Inc. and Christopher Smith, effective April 1, 2025 | Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on January 10, 2025. |
| 14.1 | NeoGenomics, Inc. Code of Business Conduct and Ethics | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on November 5, 2024. |
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| 19.1 | NeoGenomics, Inc. Insider Trading Policy | Provided herewith. | |
| 21.1 | Subsidiaries of NeoGenomics, Inc. | Provided herewith. | |
| 23.1 | Consent of Deloitte & Touche LLP | Provided herewith. | |
| 31.1 | Certification by Principal Executive Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Provided herewith. | |
| 31.2 | Certification by Principal Financial Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Provided herewith. | |
| 32.1** | Certification by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Provided herewith. | |
| 97.1* | NeoGenomics, Inc. NASDAQ Rule 5608 Executive Officer Compensation Clawback Policy | Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 20, 2024. | |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | Provided herewith. | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | Provided herewith. | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Provided herewith. | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Provided herewith. | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Provided herewith. | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Provided herewith. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Provided herewith. | |
| * | Denotes a management contract or compensatory plan or arrangement. | ||
| ** | The certification attached as Exhibit 32.1 that accompanies this Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of NeoGenomics, Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing. | ||
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