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Midas Edge

NEOGEN CORP

For the period ended May 31, 2026. Filed Jul 30, 2026.

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FY2026 · Filed Jul 30, 2026

NEOG$12.08+2.7%Stored close · as of Nov 9, 2026

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Contents

EXHIBITS

TEM 15. EXHIBITS

(a) (1) and (2) and (c). The response to this portion of ITEM 8 is submitted as a separate section of this report starting on page 45.

(a) (3) and (b). The Exhibits, listed in the Exhibit Index below, are incorporated herein by reference.

Annual Report on Form 10-K

Year Ended May 31, 2026

EXHIBIT INDEX

EXHIBIT NO.DESCRIPTION
3Article of Incorporation and Bylaws
3.1Restated Articles of Incorporation filed February 14, 2000, as amended on November 23, 2011 (incorporated by reference to Exhibit 3.1 to the Quarterly Report filed December 30, 2011).
3.2Certificate of Amendment to Articles of Incorporation filed on October 11, 2010 (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed July 30, 2020).
3.3Certificate of Amendment to Articles of Incorporation filed on November 20, 2018 (incorporated by reference to Exhibit 3 filed with the Registrant’s Quarterly Report on Form 10-Q filed December 28, 2018).
3.4Certificate of Amendment to Articles of Incorporation of Neogen Corporation filed on March 14, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Neogen Corporation on March 17, 2022).
3.5Certificate of Amendment to Articles of Incorporation of Neogen Corporation filed on September 1, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Neogen Corporation on September 1, 2022).
3.6Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed October 31, 2023).
4Instruments Defining the Rights of Security Holders, Including Indentures
4.1Senior Notes Indenture for 8.625% Senior Notes due 2030, dated as of July 20, 2022, among Neogen Food Safety Corporation, as issuer, the guarantors party thereto from time to time, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-4 (No. 333-263667), filed July 27, 2022).
4.2Supplemental Indenture, dated as of September 1, 2022, among Neogen Food Safety Corporation, as issuer, U.S. Bank Trust Company, National Association, as trustee, Neogen Corporation and certain of its subsidiaries (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed September 1, 2022).
4.3Description of the Common Stock of Neogen Corporation (incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K filed July 30, 2024).
10Material Contracts
10.1Agreement and Plan of Merger, dated as of December 13, 2021, by and among 3M Company, Garden SpinCo Corporation, Neogen Corporation, and Nova RMT Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed December 15, 2021). *
10.2Separation and Distribution Agreement, dated as of December 13, 2021, by and among 3M Company, Garden SpinCo Corporation, and Neogen Corporation (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed December 15, 2021). *
10.3Amendment No. 1 to the Separation and Distribution Agreement, dated as of August 31, 2022, by and among 3M Company, Garden SpinCo Corporation, and Neogen Corporation (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed September 1, 2022). *
EXHIBIT NO.DESCRIPTION
10.4Asset Purchase Agreement, dated as of December 13, 2021, by and between 3M Company and Neogen Corporation (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed December 15, 2021). *
10.5Tax Matters Agreement, dated as of September 1, 2022, by and among 3M Company, Neogen Food Safety Corporation and Neogen Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Neogen Corporation on September 1, 2022).
10.6Intellectual Property Cross-License Agreement, dated as of September 1, 2022, by and between 3M Company and Neogen Food Safety Corporation (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Neogen Corporation on September 1, 2022).
10.7Trademark Transitional License Agreement, dated as of September 1, 2022, by and among 3M Company, 3M Innovative Properties Company, Neogen Corporation and Neogen Food Safety Corporation (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Neogen Corporation on September 1, 2022).
10.8Transition Services Agreement, dated as of September 1, 2022, by and among 3M Company, Neogen Food Safety Corporation and Neogen Corporation (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Neogen Corporation on September 1, 2022).
10.9Transition Distribution Services Agreement, dated as of September 1, 2022, by and among 3M Company, Neogen Food Safety Corporation and Neogen Corporation (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Neogen Corporation on September 1, 2022).
10.10Transition Contract Manufacturing Agreement, dated as of September 1, 2022, by and among 3M Company, Neogen Food Safety Corporation and Neogen Corporation (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Neogen Corporation on September 1, 2022).
10.11Clean-Trace(TM) Distribution Agreement, dated as of September 1, 2022, by and between 3M Company and Neogen Food Safety Corporation (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by Neogen Corporation on September 1, 2022).
10.12Real Estate License Agreement, dated as of September 1, 2022, by and among certain subsidiaries of Neogen Corporation, 3M Company and certain of its subsidiaries (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by Neogen Corporation on September 1, 2022).
10.13Credit Agreement, dated as of June 30, 2022, among Neogen Food Safety Corporation, as borrower, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and joined thereto as of September 1, 2022 by Neogen Corporation, as a borrower (incorporated by reference to Exhibit 10.9 to Neogen’s Registration Statement on Form S-4 (Registration No. 333-263667), filed with the SEC on July 27, 2022).
10.14Amendment No.1 and Refinancing Amendment to Credit Agreement, dated as of April 4, 2025, among Neogen Corporation, Neogen Food Safety Corporation, as borrowers, and certain subsidiaries, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 7, 2025).
10.15Neogen Corporation 2018 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed August 28, 2018).(1)
10.16Neogen Corporation 2023 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed September 18, 2023). (1)
10.17Form of Stock Option Award Agreement between Neogen Corporation and certain executive officers (starting October 2025) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed January 8, 2026). (1)
10.18Form of Restricted Share Unit Award Agreement between Neogen Corporation and certain executive officers (starting October 2025) (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-K filed January 8,2026). (1)
10.19Form of Stock Option Award Agreement between Neogen Corporation and certain executive Officers (for inducement grants) (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed January 8, 2026) (1)
EXHIBIT NO.DESCRIPTION
10.20Form of Stock Option Award Agreement between Neogen Corporation and independent directors (starting October 2025) (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed January 8, 2026) (1)
10.21Form of Restricted Share Unit Award Agreement between Neogen Corporation and certain executive officers (for inducement grants) (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed January 8, 2026) (1)
10.22Form of Restricted Share Unit Award Agreement between Neogen Corporation and independent directors (starting October 2025) (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed January 8, 2026) (1)
10.23Form of Performance Share Unit Award Agreement between Neogen Corporation and certain executive officers (for inducement grants) (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed January 8, 2026) (1)
10.24Form of Performance Share Unit Award Agreement between Neogen Corporation and certain executive officers(starting October 2025) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed January 8, 2026) (1)
10.25Form of Severance Letter Agreement entered into with executive officers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 31, 2023). (1)
10.26Offer Letter Agreement between Neogen Corporation and Mikhael Nassif dated June 30, 2025 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Company on July 24, 2025) (1)
10.27Offer Letter Agreement between Neogen Corporation and Bryan Riggsbee dated October 24, 2025 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed October 30, 2025) (1)
10.28Transition Agreement between Neogen Corporation and John Adent, dated April 8, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 9, 2025). (1)
10.29Transition Letter between Neogen Corporation and David Naemura dated September 15, 2025 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed September 15, 2025) (1)
10.30Transition and Separation Agreement between Neogen Corporation and Amy Rocklin dated March 25, 2026 (1)
19Neogen Corporation Insider Trading Policy (incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K filed July 30, 2024).
21Listing of Subsidiaries
23Consent of Independent Registered Public Accounting Firm BDO USA, P.C.
24Power of Attorney
31.1Section 302 Certification of Principal Executive Officer
31.2Section 302 Certification of Principal Financial Officer
32Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97Clawback Policy (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed July 30, 2024)
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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