NEOGENOMICS INC

To the stockholders and the Board of Directors of NeoGenomics, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of NeoGenomics, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also 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 December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 17, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's 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 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition—Refer to Notes 2 and 10 to the financial statements

Critical Audit Matter Description

As discussed in Notes 2 and 10 to the financial statements, revenue for the Company’s specialized clinical services is recognized at the point in time the clinical services have been performed and the results have been delivered to the ordering physician. Revenue is recorded for all payers based on the amount expected to be collected, which considers implicit price concessions.

Implicit price concessions represent differences between amounts billed and the estimated consideration the Company expects to receive based on negotiated discounts, historical collection experience, and other anticipated adjustments, including anticipated payer denials.

We identified management’s estimation of implicit price concessions related to specialized clinical services revenue recorded that has not been received in cash as a critical audit matter due to management’s manual process used to determine the estimate, and the significant judgments required by management to estimate payer behavior. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s assumptions related to expected receipts that were applied in the estimate of implicit price concessions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s judgments in the estimate of implicit price concessions included the following, among others:

•We tested the effectiveness of controls over management’s determination of assumptions used to calculate implicit price concessions.

•We tested the methodology used by the Company to estimate implicit price concessions.

•We tested the assumptions used by management to calculate implicit price concessions by:

◦Testing the mathematical accuracy of management’s calculation of implicit price concessions;

◦Testing the historical cash receipts compared to the amounts billed to payers, which are used in the estimate of implicit price concessions, by making selections and agreeing the selected information to source documents;

◦Testing management’s ability to estimate implicit price concessions accurately by comparing recorded net revenue to cash receipts received through January 2026;

◦Evaluating trends in revenue and accounts receivable compared to previous periods to identify any evidence that may contradict management’s assertion regarding implicit price concessions; and

◦Independently recalculating implicit price concessions by taking into consideration historical collection data, write-offs, and other relevant internal and external factors for each payer class and then comparing the result to the implicit price concession estimate developed by management.

Goodwill — Clinical and Non-clinical Reporting Units — Refer to Notes 2 and 7 to the financial statements

Critical Audit Matter Description

As discussed in Notes 2 and 7 to the financial statements, the Company’s consolidated goodwill balance was $524.3 million as of December 31, 2025. As a result of the qualitative impairment assessment performed during the third quarter of 2025, the Company determined there were indicators it was more likely than not that the fair values of its reporting units were less than their carrying values. Accordingly, the Company performed a quantitative analysis and determined the Clinical and Non-clinical reporting units’ fair values exceeded their respective carrying values and there was no impairment of the recorded goodwill as of September 30, 2025.

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using a combination of the income approach, using the discounted cash flow model, and the market approach. The determination of the fair value using the discounted cash flow model requires management to make significant estimates and assumptions, including those related to the selection of discount rates, the timing and amount of future revenues, and operating margins.

We identified goodwill for the Clinical and Non-clinical reporting units as a critical audit matter because of the significant judgments made by management to estimate the fair value of the Clinical and Non-clinical reporting units, and the sensitivity of those estimates and assumptions to change. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of the Company’s estimates and assumptions related to the selection of the discount rates, forecasts of the timing and amount of future revenues, and operating margins for the Clinical and Non-clinical reporting units.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the selection of discount rates, forecasts of future revenues, and operating margins for the Clinical and Non-clinical reporting units included the following, among others:

•We tested the effectiveness of controls over management’s goodwill impairment assessment, including those over the determination of the fair value of the Clinical and Non-clinical reporting units as of September 30, 2025, such as controls related to the selection of the discount rates for the Clinical and Non-clinical reporting units, management’s estimate of the timing and amount of future revenues, and operating margins.

•We evaluated the reasonableness of management’s estimates of the timing and amount of future revenues and operating margins by comparing the estimates to (1) the actual historical results of the Clinical and Non-clinical

reporting units (2) peer companies and third-party market analyses, (3) internal communications to management and the board of directors, (4) external communications made by management to analysts and investors, and (5) industry reports containing analyses of the Company and its competitors’ technologies.

•With the assistance of our fair value specialists, we evaluated the discount rates by:

◦Testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management;

◦Comparing the discount rates used by management to the discount rates associated with other companies with a similar risk profile; and

◦Evaluating the interaction between the discount rates and the forecasts to understand and sensitize management’s assumptions regarding risk inherent in the forecasts.

/s/ Deloitte & Touche LLP

San Diego, California

February 17, 2026

We have served as the Company’s auditor since 2019.