IDEXX Insider Filing — 158 RSUs, 364-Share Option Reported by Director

Rhea-AI Filing Summary

Joseph L. Hooley, a director of IDEXX Laboratories, Inc. (IDXX), reported equity awards received in connection with his board service. On 09/01/2025 he was granted 158 restricted stock units (each convertible to one share) and a non-qualified stock option to purchase 364 common shares at an exercise price of $647.09 per share. Both awards vest in one installment on May 7, 2026 or on the date of the 2026 annual meeting of stockholders, whichever is earlier.

These awards represent pro rata non-employee director compensation for service from his election to the board on July 10, 2025 through the 2026 annual meeting. Following the reported transactions, the reporting person beneficially owns 158 shares via RSUs and holds options on 364 shares.

Positive

• Director alignment increased via issuance of 158 RSUs and options on 364 shares, tying compensation to shareholder value
• Clear vesting schedule (May 7, 2026 or 2026 annual meeting) which promotes continued board service

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received standard pro rata equity awards upon board election; vesting aligns with next annual meeting.

The reported grants are routine for newly elected non-employee directors: a modest package of restricted stock units and a stock option that vests with the annual cycle. These awards align director incentives with shareholder outcomes through equity ownership and delayed vesting to encourage continued service through the next annual meeting. The disclosure is complete for a Form 4: it specifies amounts, vesting dates, exercise price for the option, and the basis for the grant.

Securities Analyst

TL;DR: Insider acquisition increases alignment but is immaterial to company capitalization given disclosed sizes.

The filings show acquisition (A) of 158 RSUs and an option on 364 shares at a $647.09 strike, with zero reported cash price for the RSUs on grant date. The option's strike reflects the issuer's market price on the referenced date. The total reported amount of shares is small relative to a public company’s outstanding float, indicating the transactions are standard compensation rather than a material ownership change.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HOOLEY JOSEPH L

(Last) (First) (Middle)

ONE IDEXX DRIVE

(Street)

WESTBROOK ME 04092

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IDEXX LABORATORIES INC /DE [ IDXX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit(1)	(2)	09/01/2025		A		158		(2)	(2)	Common Stock	158	$0	158	D
Non-Qualified Stock Option (right-to-buy)(1)	$647.09(3)	09/01/2025		A		364		(4)	08/31/2035	Common Stock	364	$0	364	D

Explanation of Responses:

1. This equity grant represents pro rata equity compensation earned by the reporting person as a non-employee Director from his election to the IDEXX Laboratories, Inc. Board of Directors on July 10, 2025 until the 2026 annual meeting of stockholders.

2. Each restricted stock unit represents a contingent right to receive one share of IDEXX Laboratories, Inc. common stock and vest in one installment on May 7, 2026 or on the date of the 2026 annual meeting of stockholders, whichever event is earlier.

3. Closing price of Issuer common stock on the Nasdaq Global Select Market on August 29, 2025.

4. Grant of option to buy shares of IDEXX Laboratories, Inc. common stock that vests in one installment on May 7, 2026 or on the date of the 2026 annual meeting of stockholders, whichever event is earlier.

Remarks:

	/s/ Lily J. Lu, Attorney-in-Fact for Joseph L. Hooley	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Joseph L. Hooley report on Form 4 for IDXX?

He reported receipt of 158 restricted stock units and a non-qualified option on 364 shares on 09/01/2025.

When do the RSUs and option vest for the IDXX Form 4 filing?

Both the RSUs and the option vest in one installment on May 7, 2026 or on the date of the 2026 annual meeting, whichever is earlier.

What is the exercise price of the option reported on IDXX Form 4?

The non-qualified stock option has an exercise price of $647.09 per share.

Why were these equity awards granted according to the filing?

The filing states they represent pro rata equity compensation earned as a non-employee director from his election on July 10, 2025 through the 2026 annual meeting.

How many shares does the reporting person beneficially own after the transactions?

Following the reported transactions, he beneficially owns 158 shares via RSUs and holds options on 364 shares.