NEOGENOMICS INC

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited, in thousands, except share data)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Note 1. Nature of the Business

NeoGenomics, Inc., a Nevada corporation (the “Company” or “NeoGenomics”), and its subsidiaries provide a wide range of oncology diagnostic testing and consultative services, including technical laboratory services and professional interpretation of laboratory test results by licensed physicians or molecular experts who specialize in pathology and oncology. The Company operates a network of cancer-focused testing laboratories in the United States and the United Kingdom.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim Condensed Consolidated Financial Statements (“Consolidated Financial Statements”) are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. All intercompany transactions and balances have been eliminated in the accompanying Consolidated Financial Statements.

The accounting policies of the Company are the same as those set forth in Note 2. Summary of Significant Accounting Policies, to the audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Unaudited Interim Financial Information

Certain information and footnote disclosures normally included in the Company’s annual audited Consolidated Financial Statements and accompanying notes have been condensed or omitted in the accompanying interim Consolidated Financial Statements and footnotes. Accordingly, the accompanying interim unaudited Consolidated Financial Statements included herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The results of operations presented in this Quarterly Report on Form 10-Q are not necessarily indicative of the results of operations that may be expected for any future periods. In the opinion of management, these unaudited Consolidated Financial Statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein.

Use of Estimates

The Company prepares its Consolidated Financial Statements in conformity with GAAP. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the Consolidated Financial Statements. Actual results and outcomes may differ from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these Consolidated Financial Statements include, but are not limited to those related to revenue recognition and the determination of the amount expected to be collected, including estimates of implicit price concessions, accounts receivable and related allowances, contingencies, long-term debt, self-insurance exposures, useful lives and recovery of long-term assets and intangible assets, the fair value of assets and liabilities acquired in business combinations, the fair values of financial instruments, income taxes and valuation allowances, stock-based compensation, and impairment analysis of goodwill. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected on the Consolidated Financial Statements prospectively from the date of the change in estimate.

Self-Insurance

The Company is self-insured for its employee health care benefits. Liabilities for self-insured exposures are accrued for the amounts expected to be paid based on historical claims experience and actuarial data for forecasted settlements of claims filed and for incurred but not yet reported claims. As of September 30, 2026, the Company has recorded a self-insurance liability of $1.8 million. The Company’s estimate is subject to inherent variability which may lead to ultimate payments being either greater or less than the amounts presented above. Self-insurance liabilities have been classified as a current liability in accrued compensation on the Consolidated Balance Sheets.

Sales and Marketing Expenses

Sales and marketing expenses are primarily attributable to employee-related costs, including sales management, sales representatives, sales and marketing consultants, and marketing and customer service personnel. Advertising costs are expensed at the time they are incurred. For the three and nine months ended September 30, 2026, advertising costs were $0.2 million and $0.6 million, respectively. Advertising costs were immaterial for the three and nine months ended September 30, 2025.

Accounting Pronouncements Pending Adoption

In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update replaces the existing “development phase” model with a principle-based threshold approach, allowing capitalization of software development costs once management has authorized funding and it is probable the project will be completed and used as intended, provided there is no significant development uncertainty. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statement presentation and disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. This update requires entities to disaggregate operating expenses into specific categories, such as purchases of inventory, compensation, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. ASU 2024-03 may be applied retrospectively or prospectively. The Company is currently evaluating the impact of this standard on its financial statement presentation and disclosures.

Note 3. Acquisitions and Disposals

Acquisition of Pathline, LLC

On April 4, 2025 (the “Pathline Acquisition Date”), the Company completed the acquisition of a 100% ownership interest in Pathline, LLC (“Pathline”), a CLIA/CAP/NYS-certified laboratory based in New Jersey. The purchase price consisted of (i) gross initial consideration of $8.0 million, which was reduced by a net adjustment of $0.7 million reflective of cash and other adjustments and (ii) up to $2.0 million of contingent consideration if Pathline completes certain validation milestones within a specific timeline. As of the Pathline Acquisition Date, the Company estimated the contingent consideration liability to be $1.0 million, reflecting its best estimate regarding the achievement of the validation milestone. In September 2025, the Company met the contingent consideration threshold of $1.0 million upon achievement of the validation milestone. The Pathline acquisition aligns with the Company's strategic objective of expanding its presence, capabilities, and offerings in the Northeastern United States.

The acquisition of Pathline was determined to be a business combination and has been accounted for using the acquisition method. The purchase price and purchase price allocation were based upon management’s best estimates and assumptions and were considered final as of March 31, 2026. The following table summarizes the purchase consideration recorded for the acquisition of Pathline, the fair value of the net assets acquired and liabilities assumed, and the calculation of goodwill based on the excess of the consideration transferred over the fair value of the net assets acquired and liabilities assumed at the Pathline Acquisition Date (in thousands):

(1)Includes net adjustments of $0.7 million reflective of cash and other adjustments as initially reported, and $0.5 million reflective of cash and other adjustments as adjusted.

(2) Includes measurement period adjustments of negative $0.3 million recognized during the nine months ended September 30, 2026 and $0.2 million recognized during the year ended December 31, 2025.

The goodwill recognized was primarily attributable to expected synergies of the combined businesses, increased market penetration, and expanded service capabilities in the Northeast resulting from the acquisition. A majority of the goodwill resulting from the acquisition of Pathline is expected to be deductible for income tax purposes.

Acquired intangible assets consist of client relationships, which were valued using an income-based approach by discounting expected cash flows from existing client relationships to determine the economic benefit expected to be realized post-acquisition. These assets will be amortized over a weighted average period ofseven years.

Sale of Trapelo Health, LLC

On December 31, 2025, the Company completed the sale of substantially all of the operating assets of Trapelo Health, LLC (“Trapelo”), its wholly owned subsidiary, for upfront consideration of $2.5 million and contingent consideration of up to $5.0 million upon achievement of certain revenue milestones within a specified period. During the three and nine months ended September 30, 2026, there were no changes to the Company's estimate of contingent consideration. For the three months ended September 30, 2025, the Company recognized impairment of $7.1 million on developed technology. For the nine months ended September 30, 2025, the Company recognized impairment of $15.3 million, consisting of a $3.5 million loss on goodwill and an $11.8 million loss on developed technology, under impairment charges in the Consolidated Statements of Operations. There were no such charges for the three and nine months ended September 30, 2026.

Note 4. Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable.

Level 1: Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

Level 2: Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily available pricing sources for comparable instruments.

Level 3: Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.

The carrying value of cash, certain cash equivalents, accounts receivable, net, other current assets, accounts payable, accrued expenses and other liabilities, and contract liabilities are considered reasonable estimates of their respective fair values at September 30, 2026 and December 31, 2025 due to their short-term nature.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The Company measures certain financial assets at fair value on a recurring basis. The Company considers all securities available-for-sale, including those with maturity dates beyond 12 months, and therefore these securities are classified within current assets on the Consolidated Balance Sheets as they are available to support current operational liquidity needs. The money market accounts are valued based on quoted market prices in active markets and are included in cash and cash equivalents on the Consolidated Balance Sheets.

There wereno marketable securities outstanding as of September 30, 2026 or December 31, 2025. The Company had $0.5 million of accrued interest receivable as of December 31, 2025, included inother current assets on its Consolidated Balance Sheets related to marketable securities. There weno such amounts as of September 30, 2026. There wereno realized gains or losses on marketable securities for the three and nine months ended September 30, 2026 and 2025.

The following tables set forth the Company’s cash equivalents that were measured at fair value on a recurring basis based on the fair value hierarchy as of September 30, 2026 and December 31, 2025.

There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for the three and nine months ended September 30, 2026 and 2025.

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

The Company also measures certain non-financial assets at fair value on a nonrecurring basis, primarily intangible assets, goodwill, and long-lived assets in connection with periodic evaluations for potential impairment. The Company estimates the fair value of these assets using primarily unobservable inputs and as such, these are considered Level 3 fair value measurements.

Note 5. Goodwill and Intangible Assets

The following table summarizes the carrying amounts of goodwill at September 30, 2026 and December 31, 2025 (in thousands):

(1)In connection with the acquisition of Pathline, the Company recognized $5.1 million of goodwill during the year ended December 31, 2025 and an adjustment of $0.3 million during the nine months ended September 30, 2026, reflecting the allocation of the purchase price to the identifiable assets acquired and liabilities assumed. Please refer to Note 3. Acquisitions and Disposals for further information about the acquisition of Pathline.

(2)In connection with the classification of the Trapelo assets as held for sale, the Company recognized an impairment charge of $3.5 million to write down the carrying value of the disposal group to its estimated fair value less costs to sell. Please refer to Note 3. Acquisitions and Disposals for further information about the sale of Trapelo.

Intangible assets consisted of the following (in thousands):

(1) Includes $1.2 million of acquired client relationships related to Pathline. Please refer to Note 3. Acquisitions and Disposals for further information about the acquisition of Pathline.

(2)Includes an impairment loss of $10.5 million on InVisionFirst®-Lung developed technology and an adjustment of $12.4 million related to the classification of Trapelo as held for sale. Please refer to Note 3. Acquisitions and Disposals for further information about the disposal of Trapelo assets.

(3) Includes an impairment loss of $0.9 million on InVisionFirst®-Lung trademarks.

The Company records amortization expense within cost of revenue and general and administrative expense on the Consolidated Statement of Operations. The following table summarizes the amortization expense for the three and nine months ended September 30, 2026 and 2025 (in thousands):

The estimated amortization expense related to amortizable intangible assets for each of the following periods as of September 30, 2026 is as follows (in thousands):

InVisionFirst®-Lung Impairment

During the nine months ended September 30, 2025, the Company recorded impairment charges of $11.4 million and an inventory write-off of $0.4 million associated with InVisionFirst®-Lung, a legacy diagnostic test. Impairment charges consisted of a $10.5 million loss on developed technology and a $0.9 million loss on trademarks. The impairment charge and inventory write-off were included within impairment charges on the Consolidated Statements of Operations. There wereno such costs for the three and nine months ended September 30, 2026 and the three months ended September 30, 2025.

Note 6. Debt

The following table summarizes long-term debt, net, at September 30, 2026 and December 31, 2025 (in thousands):

2032 Convertible Senior Notes

On June 22, 2026, the Company completed the sale of $316.3 million aggregate principal amount of Convertible Senior Notes with a stated interest rate of 0.75% and a maturity date of July 1, 2032 (the “2032 Convertible Notes”), unless earlier converted, redeemed, or repurchased. The total net proceeds from the issuance of the 2032 Convertible Notes, including from the exercise by the initial purchasers of their option to purchase additional 2032 Convertible Notes, was approximately $305.7 million, which is net of discount of approximately $9.5 million and net offering expenses of approximately $1.1 million. Certain offering expenses had not yet been paid as of September 30, 2026 and are included in accrued expenses and other liabilities in the Consolidated Balance Sheets. On June 22, 2026, the Company entered into an indenture (the “2026 Indenture”), with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), governing the 2032 Convertible Notes. The Company used a portion of the net proceeds from the offering to enter into capped call transactions (as described below under “2026 Capped Call Transactions”).

Prior to April 1, 2032, noteholders may convert their 2032 Convertible Notes at their option, only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2026 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130.0% of the conversion price on each applicable trading day; (2) during thefive business day period after anyten consecutive trading day period during which the trading price per $1,000 principal amount of 2032 Convertible Notes for each trading day of the measurement period was less than 98.0% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the 2032 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after April 1, 2032 until the close of business on the second business day immediately preceding the maturity date, noteholders may convert their 2032 Convertible Notes at any time, regardless of the foregoing circumstances.

Based on the terms of the 2032 Convertible Notes, the holders could not have converted all or a portion of their 2032 Convertible Notes in the third quarter of 2026. The last reported sale price of the Company's common stock was not greater than or equal to 130.0% of the conversion price of the 2032 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended September 30, 2026. Based on the terms of the 2032 Convertible Notes, the holders cannot convert all or a portion of their 2032 Convertible Notes in the fourth quarter of 2026.

Upon conversion, the Company will pay or deliver, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at its election. The initial conversion rate for the 2032 Convertible Notes is 70.6140 shares of common stock per $1,000 principal amount of 2032 Convertible Notes, which is equivalent to an initial conversion price of approximately $14.16 per share of common stock. The conversion rate is subject to adjustment as described in the 2026 Indenture. In addition, if certain corporate transactions that constitute a Make-Whole Fundamental Change (as defined in the 2026 Indenture) occur prior to the maturity date, or if the Company delivers a notice of Optional Redemption or Cleanup Redemption, the Company will, in certain circumstances, temporarily increase the applicable conversion rate for holders that elect to convert their notes in connection with such transaction or notice of redemption. The value of the 2032 Convertible Notes, if converted, exceeds the principal amount by $93.8 million based on a closing stock price of $18.36 on September 30, 2026.

The Company may not redeem the 2032 Convertible Notes prior to July 6, 2029, except in the event of a Cleanup Redemption (as described below). The Company may redeem for cash all or any portion of the 2032 Convertible Notes, at its option, subject to certain limitations, on or after July 6, 2029 and on or prior to the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of Optional Redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides the related notice of optional redemption (such redemption, an “Optional Redemption”), at a redemption price equal to 100% of the principal amount of the 2032 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption date. In addition, the Company may redeem for cash all, but not less than all, of the 2032 Convertible Notes at any time at a redemption price equal to 100% of the principal amount of the 2032 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Cleanup Redemption date if the amount of the 2032 Convertible Notes that remains outstanding is less than 15% of the aggregate principal amount of the 2032 Convertible Notes initially issued and certain other conditions are met (such redemption, a “Cleanup Redemption”). No sinking fund is provided for the 2032 Convertible Notes.

If an event involving bankruptcy, insolvency or reorganization events with respect to the Company occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2032 Convertible Notes then outstanding will immediately become due and payable. If any other default event occurs and is continuing, then noteholders of at least 25.0% of the aggregate principal amount of the 2032 Convertible Notes then outstanding, by notice to the Company, may declare the principal amount of, and all accrued and unpaid interest on, all of the 2032 Convertible Notes then outstanding to become due and payable immediately. If the Company undergoes a Fundamental Change (as defined in the 2026 Indenture), then noteholders may require the Company to repurchase their 2032 Convertible Notes at a cash repurchase price equal to the principal amount of the 2032 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date (as defined in the 2026 Indenture).

The 2032 Convertible Notes are the Company’s senior, unsecured obligations and will be equal in right of payment with its existing and future senior, unsecured indebtedness, senior in right of payment to its existing and future indebtedness that is expressly subordinated to the 2032 Convertible Notes and effectively junior to its existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness. The 2032 Convertible Notes will be structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, of its subsidiaries.

The interest expense recognized on the 2032 Convertible Notes includes $0.6 million, $0.4 million and $47,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended September 30, 2026. The interest expense recognized on the 2032 Convertible Notes includes $0.7 million, $0.4 million and $50,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the nine months ended September 30, 2026. There wereno such amounts for the three and nine months ended September 30, 2025. The effective interest rate on the 2032 Convertible Notes is 1.33%, which includes the interest on the 2032 Convertible Notes and amortization of the debt discount and debt issuance costs. The 2032 Convertible Notes bear interest at a rate of 0.75% per annum, payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027.

At September 30, 2026, the estimated fair value (Level 2) and net carrying amount of the 0.75% 2032 Convertible Notes was $470.8 million and $306.1 million, respectively. There were no such amounts at December 31, 2025.

2026 Capped Call Transactions

In connection with the 2032 Convertible Notes offering, on June 16, 2026 and June 17, 2026, the Company entered into separate, privately negotiated capped call transactions (collectively, the “2026 Capped Call Transactions”) with option counterparties pursuant to capped call confirmations at a cost of approximately $28.7 million. As the 2026 Capped Call Transactions meet certain accounting criteria, the 2026 Capped Call Transactions were classified as equity, are not accounted for as derivatives and were recorded as a reduction of the Company’s additional paid-in capital in the accompanying Consolidated Financial Statements. The 2026 Capped Call Transactions are not part of the terms of the 2032 Convertible Notes and will not affect any holders’ rights under the 2032 Convertible Notes. The 2026 Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the 2032 Convertible Notes. The number of shares underlying the 2026 Capped Call Transactions is 22.3 million.

The cap price of the 2026 Capped Call Transactions is initially $20.98 per share of the Company’s common stock, which represents a premium of 100.0% over the closing stock price on June 16, 2026, which was $10.49 per share, and is subject to certain adjustments under the terms of the 2026 Capped Call Transactions.

By entering into the 2026 Capped Call Transactions, the Company expects to reduce the potential dilution to its common stock (or, in the event a conversion of the 2032 Convertible Notes is settled in cash, to reduce its cash payment obligation) in the event that, at the time of conversion of the 2032 Convertible Notes, its common stock price exceeds the conversion price of the 2032 Convertible Notes.

2021 Capped Call Transactions

In connection with the repurchase of a portion of its 2028 Convertible Notes (as defined below) on June 22, 2026, the Company entered into partial termination agreements with the option counterparties to unwind a portion of the capped call transactions entered into in January 2021 (collectively, the “2021 Capped Call Transactions”) in connection with the issuance of the 2028 Convertible Notes.

Under the terms of these agreements, the number of options underlying the 2021 Capped Call Transactions was reduced by an amount corresponding to the principal amount of 2028 Convertible Notes repurchased, resulting in the termination of capped call options covering $276.0 million aggregate principal amount of the 2028 Convertible Notes. Following the partial unwind, the remaining 2021 Capped Call Transactions continue to cover the capped call options associated with the remaining outstanding 2028 Convertible Notes.

In connection with the partial unwind of the 2021 Capped Call Transactions, the Company received aggregate cash proceeds of approximately $0.1 million from the option counterparties, which was recorded as an increase to additional paid-in capital on the Condensed Consolidated Balance Sheets. The partial unwind of the 2021 Capped Call Transactions was treated as an equity transaction and did not result in the recognition of any gain or loss in the Consolidated Statements of Operations.

2028 Convertible Senior Notes

On January 11, 2021, the Company completed the sale of $345.0 million aggregate principal amount of Convertible Senior Notes with a stated interest rate of 0.25% and a maturity date of January 15, 2028 (the “2028 Convertible Notes”), unless earlier converted, redeemed, or repurchased. On June 22, 2026, the Company used proceeds from the 2032 Convertible Notes offering to repurchase a portion of its 2028 Convertible Notes with a net carrying amount of $274.1 million for total cash consideration of $262.9 million. As a result of the transaction, the Company recognized a gain on extinguishment of debt of $11.2 million, net of the write-off of related unamortized debt discount of $1.9 million, accrued interest of $0.3 million, and debt issuance costs of $44,000. The gain was recognized in gain on extinguishment of debt in the Consolidated Statements of Operations.

The last reported sale price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2028 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended June 30, 2026. Based on the terms of the 2028 Convertible Notes, the holders could not have converted all or a portion of their 2028 Convertible Notes in the third quarter of 2026. The last reported sale price of the Company’s common stock was not greater than or equal to 130.0% of the conversion price of the 2028 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended September 30, 2026. Based on the terms of the 2028 Convertible Notes, the holders cannot convert all or a portion of their 2028 Convertible Notes in the fourth quarter of 2026. The value of the 2028 Convertible Notes, if-converted, does not exceed the principal amount based on a closing stock price of $18.36 on September 30, 2026.

The interest expense recognized on the 2028 Convertible Notes includes $43,000, $0.1 million and $2,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended September 30, 2026. The interest expense recognized on the 2028 Convertible Notes includes $0.5 million, $0.8 million and $18,500 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the nine months ended September 30, 2026. The interest expense recognized on the 2028 Convertible Notes includes $0.2 million, $0.4 million and $8,600 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended September 30, 2025. The interest expense recognized on the 2028 Convertible Notes includes $0.6 million, $1.1 million and $26,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the nine months ended September 30, 2025. The effective interest rate on the 2028 Convertible Notes is 0.70%, which includes the interest on the 2028 Convertible Notes and amortization of the debt discount and debt issuance costs. The 2028 Convertible Notes bear interest at a rate of 0.25% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2021.

At September 30, 2026, the estimated fair value (Level 2) and net carrying amount of the 0.25% Convertible Senior Notes due 2028 was $64.8 million and $68.6 million, respectively. At December 31, 2025, the estimated fair value (Level 2) and net carrying amount of the 0.25% Convertible Senior Notes due 2028 was $307.1 million and $341.9 million, respectively.

2025 Convertible Senior Notes

On May 4, 2020, the Company completed the sale of $201.3 million of Convertible Senior Notes with a stated interest rate of 1.25% and a maturity date of May 1, 2025 (the “2025 Convertible Notes”), unless earlier converted, redeemed, or repurchased. On May 1, 2025, the Company paid the outstanding principal balance on the 2025 Convertible Notes of $201.3 million and outstanding interest of $1.3 million.

The interest expense recognized on the 2025 Convertible Notes includes $0.8 million, $0.4 million and $52,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the nine months ended September 30, 2025. There were no such amounts for the three and nine months ended September 30, 2026 and the three months ended September 30, 2025. The effective interest rate on the 2025 Convertible Notes was 1.96%, which included the interest on the 2025 Convertible Notes and amortization of the debt discount and debt issuance costs. The 2025 Convertible Notes bore interest at a rate of 1.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, which began on November 1, 2020.

Note 7. Equity Transactions

Share Repurchases

On June 16, 2026, in connection with the 2032 Convertible Notes offering, the Company entered into privately negotiated transactions to repurchase shares of its common stock. The repurchases were completed on June 22, 2026, and totaled 2,383,222 shares at $10.49 per share, for an aggregate purchase price of $25.0 million. The repurchases were funded using proceeds from the issuance of the 2032 Convertible Notes. The purchase price per share equaled the last reported sale price of the Company's common stock on the Nasdaq Capital Market on June 16, 2026. The repurchases were not made pursuant to a publicly announced share repurchase plan or program. The repurchase price did not exceed the market price of the Company's common stock, therefore, no portion of the consideration was attributed to the issuance of the 2032 Convertible Notes or to any other element of the transactions. The Company recorded the repurchases as treasury stock at cost, which is reflected as a reduction to stockholders' equity in the accompanying Consolidated Financial Statements.

Note 8. Stock-Based Compensation

The Company recorded stock-based compensation on the Consolidated Statement of Operations for the three and nine months ended September 30, 2026 and 2025 as follows (in thousands):

Stock Options

A summary of the stock option activity under the Company’s plans for the nine months ended September 30, 2026 is as follows:

The fair value of each stock option award granted during the nine months ended September 30, 2026 was estimated as of the grant date using a Black-Scholes model with the following assumptions:

As of September 30, 2026, there was approximately $15.3 million of unrecognized stock-based compensation expense related to stock options that will be recognized over a weighted-average period of approximately 1.5 years.

Restricted Stock

A summary of the restricted stock activity under the Company’s plans for the nine months ended September 30, 2026 is as follows:

As of September 30, 2026, there was approximately $15.8 million of unrecognized stock-based compensation expense related to restricted stock that will be recognized over a weighted-average period of approximately 1.4 years.

Performance-Based Restricted Stock Units

For performance-based restricted stock units (“PSUs”) subject to a performance condition, compensation cost is recognized straight-line over the requisite service period if the achievement of the performance condition is probable. As of September 30, 2026, the Company has determined it is probable that the performance condition will be met. For PSUs subject to a market condition, compensation cost is recognized straight-line over the requisite service period, regardless of when, if ever, the market condition is satisfied.

A summary of the PSU activity under the Company’s plans for the nine months ended September 30, 2026 is as follows:

As of September 30, 2026, there was approximately $0.8 million of unrecognized stock-based compensation expense related to nonvested PSUs that will be recognized over a weighted-average period of approximately 0.4 years.

Modification of Stock Option and Restricted Stock

During the nine months ended September 30, 2026, upon the departure of a director and with approval from the Culture and Compensation Committee of the Company’s Board of Directors,16,107 shares of previously granted time-based vesting stock options and 23,077 shares of previously granted time-based vesting restricted stock were subject to accelerated vesting. The Company accounted for the effects of the accelerated vesting of these stock awards as modifications and recognized $0.4 million of stock-based compensation which consisted of $0.1 million and $0.3 million for the acceleration of stock options and restricted stock, respectively, within general and administrative expenses on the Consolidated Statements of Operations for the nine months ended September 30, 2026. There wereno such amounts for the three months ended September 30, 2026.

During the three months ended September 30, 2025, upon the departure of certain executives and in accordance with the terms of their employment agreements,30,376 shares of previously granted time-based vesting stock options and 16,772 shares of previously granted time-based vesting restricted stock were subject to accelerated vesting. The Company accounted for the effects of the accelerated vesting of these stock awards as modifications and recognized $0.2 million of stock-based compensation which consisted of $0.1 million and $0.1 million for the acceleration of stock options and restricted stock, respectively, within sales and marketing expenses on the Consolidated Statements of Operations for the three months ended September 30, 2025. In the nine months ended September 30, 2025, upon the promotion and departure of certain executives and in accordance with the terms of their employment agreements,305,804 shares of previously granted time-based vesting stock options and 500,575 shares of previously granted time-based vesting restricted stock were subject to accelerated vesting. The Company accounted for the effects of the accelerated vesting of these stock awards as modifications and recognized $2.8 million of stock-based compensation which consisted of $0.6 million and $2.2 million for the acceleration of stock options and restricted stock, respectively, within sales and marketing expenses and general and administrative expenses on the Consolidated Statements of Operations for the nine months ended September 30, 2025.

Note 9. Revenue Recognition

The Company’s specialized clinical services are performed based on a written test requisition form or electronic equivalent. The performance obligation is satisfied and revenues are recognized at the point in time the clinical services have been performed and the results have been delivered to the ordering physician. These clinical services are billed to various payers, including client direct billing, commercial insurance, Medicare and other government payers, and patients. 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.

For the Company's pharmaceutical development services, the Company generally enters into contracts with pharmaceutical and biotech clients as well as other CROs to provide research and clinical trial services. Such services also include validation studies and assay development. The Company records revenue on a unit-of-service basis based on the number of units completed towards the satisfaction of a performance obligation. In addition, certain contracts include upfront fees and the revenue for those contracts is recognized over time as services are performed.

Additional offerings within the Company's portfolio include oncology data solutions, which involves the licensing of de-identified data to pharmaceutical and biotech clients in the form of either retrospective records or prospective deliveries of data. Revenue is recognized at a point in time upon delivery of retrospective data or over time for prospective data feeds. The Company negotiates billing schedules and payment terms on a contract-by-contract basis. Contract terms generally provide for payments based on a unit-of-service arrangement and are primarily short-term.

Amounts collected in advance of services being provided are deferred as contract liabilities on the Consolidated Balance Sheets. The associated revenue is recognized and the contract liability is reduced as the contracted services are subsequently performed. Contract assets are established for revenue recognized but not yet billed. These contract assets are reduced once the client is invoiced and a corresponding receivable is recorded. Additionally, the Company incurs sales commissions in the process of obtaining contracts with clients. Sales commissions that are payable upon contract award are recognized as assets and amortized over the expected contract term. The amortization of commission expense is based on the weighted average contract duration for all commissionable awards in the respective business in which the commission expense is paid, which approximates the period over which goods and services are transferred to the client. For short-term contracts, the Company applies the practical expedient which allows costs to obtain a contract to be expensed when incurred, if the amortization period of the assets that would otherwise have been recognized is one year or less. Contract assets and capitalized commissions are included in other current assets and other assets on the Consolidated Balance Sheets.

Most contracts are terminable by the clients, either immediately or according to advance notice terms specified within the contracts. All contracts require payment of fees to the Company for services rendered through the date of termination and may require payment for subsequent services necessary to conclude the study or close out the contract.

The following table summarizes the values of contract assets, capitalized commissions and contract liabilities (in thousands):

(1) Recorded within other current assets on the Consolidated Balance Sheets.

(2) Recorded within other assets on the Consolidated Balance Sheets.

(3) Recorded within other long-term liabilities on the Consolidated Balance Sheets.

Revenue recognized related to contract liability balances outstanding at the beginning of the period was $0.8 million and $0.1 million for the nine months ended September 30, 2026 and 2025, respectively. Revenue recognized related to contract liability balances outstanding at the beginning of the period was immaterial for the three months ended September 30, 2026 and 2025. Amortization of capitalized commissions was $0.1 million and $0.2 million for the three and nine months ended September 30, 2026, respectively. Amortization of capitalized commissions was $0.1 million and $0.2 million for the three and nine months ended September 30, 2025, respectively.

Disaggregation of Revenue

The Company considered various factors in determining appropriate levels of homogeneous data for its disaggregation of revenue, including the nature, amount, timing, and uncertainty of revenue and cash flows. The categories align with the types of clients due to similarities of billing method, level of reimbursement, and timing of cash receipts. Unbilled amounts are accrued and allocated to payer categories based on historical experience. In future periods actual billings by payer category may differ from accrued amounts.

The following table details the disaggregation of net revenue for the three and nine months ended September 30, 2026 (in thousands):

Note 10. Income Taxes

At the end of each interim period, management estimates the annual effective tax rate based on forecasted pre-tax results of the Company’s global operations and applies such rate to its ordinary quarterly earnings to calculate income tax expense related to ordinary income. The tax effects of significant, unusual and infrequent in nature items are discretely calculated and recognized in the period during which they occur. These discrete items often relate to changes in tax laws, excess tax benefits/deficiencies related to share-based compensation or adjustments to previously reported tax expense/benefits.

Management assesses the recoverability of its deferred tax assets as of the end of each quarter, weighing available positive and negative evidence, and is required to establish and maintain a valuation allowance for these assets if it is more likely than not that some or all of the deferred income tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which the evidence can be objectively verified. If negative evidence exists, positive evidence is necessary to support the conclusion that a valuation allowance is not needed. A cumulative loss in recent years, commonly defined as a three-year cumulative loss position, is a significant piece of negative evidence that is difficult to overcome.

As of September 30, 2026, management determined that a valuation allowance for the Company’s U.S. operations is necessary because sufficient objectively verifiable positive evidence does not exist to overcome existing negative evidence. Accordingly, the Company’s estimated annual effective tax rate applied to the Company’s pre-tax loss for the three and nine months ended September 30, 2026, includes the impact of a partial valuation allowance against the majority of the Company’s forecasted U.S. net operating loss and tax credit carryforwards. The Company will continue to evaluate the need for a valuation allowance each period, and a change in judgment could result in a material adjustment to income tax expense.

As of September 30, 2026, the Company’s U.K. operations are in a three-year cumulative loss position. However, the reversal of U.K. deferred tax liabilities will provide a source of realization to support a portion of the U.K. deferred tax assets, and therefore a valuation allowance has not been established for those deferred tax assets. Accordingly, the Company’s estimated annual effective tax rate applied to the Company’s pre-tax loss for the three and nine months ended September 30, 2026, includes the favorable impact of recognizing a component of the U.K. benefit.

For the three and nine months ended September 30, 2026, the Company recorded an income tax benefit primarily attributable to reversal of U.K. deferred tax liabilities related to intangible assets, partially offset with current state income tax provision.

Note 11. Net Loss Per Share

The Company presents both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock options were exercised, stock awards vested and if the 2032 Convertible Notes and 2028 Convertible Notes (collectively, the “Convertible Notes”) were converted. The potential dilution from stock awards is accounted for using the treasury stock method based on the average market value of the Company’s common stock. The potential dilution from conversion of the Convertible Notes is accounted for using the if-converted method, which requires that all of the shares of the Company’s common stock issuable upon conversion of the Convertible Notes will be included in the calculation of diluted EPS assuming conversion of the Convertible Notes at the beginning of the reporting period (or at time of issuance, if later).

The following table shows the calculations (in thousands, except net loss per share amounts):

The following potential dilutive shares were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands):

In addition,301,762 shares of PSU awards are excluded from the computation of diluted EPS for the three and nine months ended September 30, 2026 as the contingency had not been satisfied.

In connection with the issuances of the 2032 Convertible Notes and 2028 Convertible Notes, the Company entered into separate, privately negotiated capped call transactions with option counterparties on June 16 and 17, 2026 and January 11, 2021, respectively, at costs of approximately $28.7 million and $29.3 million, respectively. In connection with the repurchase of $276.0 million aggregate principal amount of the 2028 Convertible Notes in June 2026, the Company terminated a proportionate portion of the 2021 Capped Call Transactions; the remaining 2021 Capped Call Transactions relate to the $69.0 million aggregate principal amount of 2028

Convertible Notes that remains outstanding. The capped call transactions are purchased call options on the Company's common stock and are therefore excluded from the calculation of diluted net income (loss) per share for the three and nine months ended September 30, 2026 and 2025, as their effect would be anti-dilutive.

On June 22, 2026, the Company repurchased 2,383,222 shares of its common stock. The repurchased shares were excluded from the weighted-average common shares outstanding used in the calculation of basic and diluted earnings per share beginning on June 22, 2026. As a result, the repurchase reduced the weighted-average shares outstanding.

Note 12. Commitments and Contingencies

Regulatory Matter

On July 20, 2026, the Company finalized a civil settlement agreement (the“Settlement Agreement”) with the U.S. Department of Justice (“DOJ”), on behalf of the Office of Inspector General of the U.S. Department of Health and Human Services (“OIG”), resolving an investigation related to certain consulting services provided under the Company's Laboratory Collaboration Initiative program. The Company paid $10.0 million, consisting of a settlement amount of approximately $9.8 million plus accrued interest of $0.2 million, during the third quarter of 2026. The Settlement Agreement resolves the DOJ's investigation of this matter, does not require the Company to enter into a corporate integrity agreement or undertake additional ongoing compliance obligations, and is neither an admission of liability by the Company nor a concession by the United States that its claims are not well founded.

In connection with the settlement, the Company reduced its previously established liability from $11.2 million to $10.0 million and recognized a benefit of approximately $1.2 million in general and administrative expenses in the Consolidated Statements of Operations during the second quarter of 2026. No related liability remained outstanding as of September 30, 2026.

Legal Proceedings

On December 16, 2022, a purported shareholder class action captioned Daniel Goldenberg v. NeoGenomics, Inc., Douglas VanOort, Mark Mallon, Kathryn McKenzie, and William Bonello was filed in the United States District Court for the Southern District of New York, naming the Company and certain of the Company’s current and former officers as defendants (the “Goldenberg Matter”). This lawsuit was filed by a stockholder who claims to be suing on behalf of anyone who purchased or otherwise acquired the Company’s securities between February 27, 2020 and April 26, 2022. The lawsuit alleges that material misrepresentations and/or omissions of material fact were made in the Company’s public disclosures in violation of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. The alleged improper disclosures relate to statements regarding the Company’s menu of tests, business operations and compliance with health care laws and regulations. The Company filed a motion to dismiss the Goldenberg Matter on February 5, 2024 and the plaintiff filed its opposition to the motion on March 21, 2024. On March 13, 2026, the Court entered a Memorandum and Order dismissing the Goldenberg Matter with prejudice. On April 10, 2026, the plaintiff appealed the judgment and order to the United States Court of Appeals for the Second Circuit. The plaintiff seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including attorney’s fees and expert fees. On April 27, 2023, a shareholder of the Company filed a shareholder derivative action on behalf of the Company captioned Puskarich v. VanOort, et al. in Clark County Nevada, naming certain of the Company’s current and former officers and directors as defendants. The allegations are substantially similar to the allegations asserted in the Goldenberg Matter. Substantially similar shareholder derivative actions were subsequently filed in Lee County, Florida and in the United States District Court for the Southern District of New York, captioned Wong v. VanOort, et al. and Mellema v. VanOort, et al., respectively. Proceedings in the shareholder derivative actions are currently stayed pending resolution of the appeal in the Goldenberg Matter. The Company believes that it has valid defenses to the claims alleged in the lawsuits, but there is no guarantee that the Company will prevail. As of the filing of this report with the SEC, the outcome of these matters is not estimable or probable.

Note 13. Segment Information

The Company operates under a single segment based on an analysis of the Company's reporting structure, the information available to the Chief Operating Decision Maker (“CODM”), and the strategic decisions being made by management. The Company provides services to a diverse client base, which includes community-based pathology and oncology practices, hospital pathology labs, reference labs, academic centers, and pharmaceutical companies. Revenue is derived from clients by providing clinical cancer testing, interpretation and consultative services, molecular and NGS testing, MRD testing, comprehensive technical and professional services offering, clinical trials and research, validation laboratory services, and oncology data solutions.

The Company's chief executive officer serves as the CODM. The CODM usesnet loss, as reported on the Consolidated Statements of Operations, to monitor budget versus actual results to evaluate profitability and allocate resources. The CODM is regularly provided with financial information, including revenue and expenses, in a format consistent with the Consolidated Statements of Operations. The CODM does not review assets at a different level or category than those disclosed in the Consolidated Balance Sheets. Substantially all of the Company's revenue and tangible long-lived assets are attributable to the U.S.

The following table summarizes segment information for thethree and nine months ended September 30, 2026, and 2025 (in thousands):

(1)Excludes amounts related to amortization of intangibles, depreciation, and stock-based compensation, as applicable.