NeoGenomics insider Olivo files Form 4 showing tax-related surrender and major 2025 awards

Rhea-AI Filing Summary

Alicia C. Olivo, EVP, General Counsel & Business Development of NeoGenomics, reported a Form 4 reflecting a tax-related surrender and extensive outstanding equity awards. On 09/01/2025 she surrendered 1,666 shares to NeoGenomics to satisfy tax withholding upon the vesting of restricted stock, leaving 47,940 shares of common stock beneficially owned. The filing lists multiple stock options, restricted stock units (RSUs) and performance stock units (PSUs) across grants from 2019 through 2025, including large awards on 02/21/2025 of 107,450 options and 63,238 RSUs. Several PSUs have maximum payout caps (e.g., 19,508 target with 29,262 max; 25,330 target with 37,996 max) tied to share-price and revenue goals. Many options vest ratably over 3–4 years and, once vested, shares do not expire.

Positive

• Executive alignment with shareholders via large RSU and PSU grants tied to share-price and revenue performance
• Retention-focused vesting schedules (ratable vesting over 3–4 years) encourage long-term service
• Transparent disclosure of grant sizes, exercise prices, vesting and PSU maximum payouts

Negative

• Potential dilution from sizable outstanding option grants, notably 107,450 options from 02/21/2025
• Immediate reduction in direct holdings as 1,666 shares were surrendered to cover tax obligations

Insights

Financial Analyst

TL;DR: Insider equity compensation increased potential dilution but aligns executive pay with company performance.

The Form 4 shows routine tax-surrender of vested RSUs and a concentrated mix of long-dated options, RSUs and PSUs. The Feb 21, 2025 grants (107,450 options and 63,238 RSUs) materially increase potential future share issuance if vested and exercised. PSUs include stretch targets with specified maximums, linking pay to share-price and revenue growth. For investors, the key metrics are the large outstanding option pool and the performance-based components that could accelerate dilution if targets are met.

Corporate Governance Expert

TL;DR: Compensation structure emphasizes retention and pay-for-performance, with customary tax-withholding mechanics.

The surrender of 1,666 shares to satisfy tax obligations is standard. Vesting schedules (3–4 years) and performance conditions for PSUs indicate alignment with long-term objectives and shareholder interests. Disclosure is thorough: grant dates, exercise prices, vesting treatment and PSU caps are specified. Governance considerations include monitoring aggregate executive dilution and ensuring PSU performance metrics remain challenging and transparent.

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^*

Olivo Alicia C

(Last) (First) (Middle)

9490 NEOGENOMICS WAY

(Street)

FORT MYERS FL 33912

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEOGENOMICS INC [ NEO ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GC & Business Development

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
Common Stock	09/01/2025		F		1,666(1)	D	$0	47,940	D

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
Stock Option (Right to Buy)	$19.12							(2)	09/30/2026	Common Stock	1,046		1,046	D
Stock Option (Right to Buy)	$27.34							(3)	05/01/2027	Common Stock	1,024		1,024	D
Stock Option (Right to Buy)	$48.99							(4)	05/01/2028	Common Stock	516		516	D
Stock Option (Right to Buy)	$46.1							(5)	08/01/2028	Common Stock	1,117		1,117	D
Stock Option (Right to Buy)	$9.45							(6)	05/01/2029	Common Stock	22,222		22,222	D
Stock Option (Right to Buy)	$10.05							(7)	09/01/2029	Common Stock	55,332		55,332	D
Stock Option (Right to Buy)	$19.65							(8)	05/11/2030	Common Stock	36,508		36,508	D
Restricted Stock Unit	$0							(9)	(10)	Common Stock	6,503		6,503	D
Performance Stock Unit	$0							05/11/2026(11)	(10)	Common Stock	19,508		19,508	D
Stock Option (Right to Buy)	$16.45							(12)	02/23/2034	Common Stock	42,344		42,344	D
Restricted Stock Unit	$0							01/13/2026	(10)	Common Stock	59,382		59,382	D
Performance Stock Unit	$0							02/23/2027(13)	(10)	Common Stock	25,330		25,330	D
Restricted Stock Unit	$0							(14)	(10)	Common Stock	16,886		16,886	D
Stock Option (Right to Buy)	$13.05(15)							(16)	02/21/2035	Common Stock	107,450		107,450	D
Restricted Stock Unit	$0							(17)	(10)	Common Stock	63,238		63,238	D

Explanation of Responses:

1. Shares surrendered to NeoGenomics, Inc. for retirement to satisfy the tax obligations in connection with the September 1, 2025 vesting of restricted stock.

2. On September 30, 2019, Ms. Olivo was granted 1,394 stock options. The options vest ratably over the first four anniversary dates of the grant date.

3. On May 1, 2020, Ms. Olivo was granted 1,024 stock options. The options vest ratably over the first four anniversary dates of the grant date.

4. On May 1, 2021, Ms. Olivo was granted 516 stock options. The options vest ratably over the first four anniversary dates of the grant date.

5. On August 1, 2021, Ms. Olivo was granted 1,117 stock options. The options vest ratably over the first four anniversary dates of the grant date.

6. On May 1, 2022, Ms. Olivo was granted 22,222 stock options. The options vest ratably over the first four anniversary dates of the grant date.

7. On September 1, 2022, Ms. Olivo was granted 55,332 stock options. The options vest ratably over the first four anniversary dates of the grant date.

8. On May 11, 2023, Ms. Olivo was granted 36,508 stock options. The options vest ratably over the first three anniversary dates of the grant date.

9. On May 11, 2023, Ms. Olivo was granted 19,508 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.

10. Once vested, the shares of common stock are not subject to expiration.

11. On May 11, 2023, Ms. Olivo was granted 19,508 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is29,262. The number of performance stock units that may vest is based on the achievement of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period at theapplicable measurement dates, subject to continued service with the Company.

12. On February 23, 2024, Ms. Olivo was granted 42,344 stock options. The options vest ratably over the first three anniversary dates of the grant date.

13. On February 23, 2024, Ms. Olivo was granted 25,330 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is37,996. 50% of the number of performance stock units that may vest is based on the achievement of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period atthe applicable measurement dates, subject to continued service with the Company. 50% of the number of performance stock units that may vest is based on the achievement of certain revenue growth goals based on the achievement of thecumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.

14. On February 23, 2024, Ms. Olivo was granted 25,329 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.

15. This stock option was granted as a premium-price stock option. To calculate the premium exercise price we used the closing price on February 20, 2025 and multiplied by 110%.

16. On February 21, 2025, Ms. Olivo was granted 107,450 stock options. The options vest ratably over the first three anniversary dates of the grant date.

17. On February 21, 2025, Ms. Olivo was granted 63,238 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.

Remarks:

	/s/ Alicia C. Olivo	09/03/2025
	** Signature of Reporting Person	Date
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FAQ

Who filed the Form 4 for NEOGENOMICS INC (NEO)?

The Form 4 was filed by Alicia C. Olivo, EVP, General Counsel & Business Development of NeoGenomics.

How many shares did Alicia Olivo surrender and why?

She surrendered 1,666 shares to NeoGenomics to satisfy tax withholding obligations related to the September 1, 2025 vesting of restricted stock.

What is Alicia Olivo's beneficial ownership after the transaction?

Following the reported transaction, she beneficially owns 47,940 shares of NeoGenomics common stock.

What notable equity grants are disclosed on the Form 4?

Notable grants include 107,450 stock options and 63,238 restricted stock units awarded on 02/21/2025, plus multiple prior option, RSU and PSU grants from 2019–2024.

Do any performance stock units have stated maximum payouts?

Yes. For example, the 19,508 target PSUs granted 05/11/2023 have a 29,262 maximum, and the 25,330 target PSUs granted 02/23/2024 have a 37,996 maximum.