[Form 4] NeoGenomics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Key takeaways from CEO Anthony P. Zook’s Form 4 filing (NEO, filed 6 Aug 2025):

• On 06 Aug 2025 Zook executed an open-market purchase (code P) of 17,900 common shares at $5.584, raising his direct stake to 38,066 shares; he also beneficially owns 18,900 shares via a trust.
• No shares were sold or otherwise disposed.
• Derivative holdings disclosed: 8,353 options @ $14.82 (exercisable 10 Aug 2024–10 Aug 2033), 8,672 options @ $13.71 (1 Jun 2025–1 Jun 2034) and a premium-priced grant of 729,927 options @ $10.44. In addition, 421,496 restricted stock units were granted on 1 Apr 2025. All awards vest ratably over three years.

The net effect is an incremental cash purchase signalling management confidence at a price well below option strikes, while the large option/RSU package further aligns incentives but introduces future dilution risk.

Positive

• CEO bought 17,900 shares on the open market at $5.584, signalling confidence.
• Equity awards vest over three years, aligning management incentives with long-term shareholder value.

Negative

• Options and RSUs totalling about 1.17 m shares could dilute future ownership when they vest or are exercised.

Insights

Equity Research Analyst

TL;DR: Insider buy plus substantial equity grants = modestly bullish signal; watch dilution and exercise price alignment.

The CEO’s $100k-level open-market purchase at $5.584 materially increases his personal exposure and is typically interpreted as confidence in near-term prospects. Option strikes of $10.44–$14.82 sit well above the purchase price, indicating upside expectations before compensation is realized. Though 1.17 m potential new shares could dilute future EPS, vesting over three years tempers immediate impact. Overall, I view this as a moderately positive governance and sentiment event.

Corporate Governance Specialist

TL;DR: Purchase improves alignment; large unvested awards add dilution but follow standard vesting controls—neutral overall.

The filing shows standard Section 16 compliance with clean reporting. The premium-price option structure (110% of grant-day close) incentivizes superior performance, a best-practice feature. Three-year ratable vesting encourages retention and long-term focus. However, 1.17 m potential shares represent a meaningful dilution overhang absent offsetting buybacks. Governance impact is balanced: improved alignment versus dilution risk.

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

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Zook Anthony P.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

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	08/06/2025		P		17,900	A	$5.584	38,066	D
Common Stock								18,900	I	Amended and Restated Anthony P. Zook Living Trust

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)	$14.82							08/10/2024	08/10/2033	Common Stock	8,353		8,353	D
Stock Option (Right to Buy)	$13.71							06/01/2025	06/01/2034	Common Stock	8,672		8,672	D
Stock Option (Right to Buy)	$10.44(1)							(2)	04/01/2035	Common Stock	729,927		729,927	D
Restricted Stock Unit	$0							(3)	(4)	Common Stock	421,496		421,496	D

Explanation of Responses:

1. This stock option was granted as a premium-price stock option. To calculate the premium exercise price we used the closing price on April 1, 2025 and multiplied by 110%.

2. On April 1, 2025, Mr. Zook was granted 729,927 stock options. The options vest ratably over the first three anniversary dates of the grant date.

3. On April 1, 2025, Mr. Zook was granted 421,496 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.

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

Remarks:

	/s/ Ali Olivo, Attorney-in-Fact	08/06/2025
	** 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

How many NeoGenomics (NEO) shares did CEO Anthony Zook purchase in August 2025?

He bought 17,900 shares on 06 Aug 2025 at an average price of $5.584.

What is Anthony Zook’s direct shareholding after the reported purchase?

His direct ownership rose to 38,066 common shares.

What stock options were disclosed in the 2025 Form 4 filing?

Options for 8,353 shares @ $14.82, 8,672 shares @ $13.71, and 729,927 shares @ $10.44 were reported.

How many restricted stock units (RSUs) were granted to the CEO?

The filing lists 421,496 RSUs granted on 01 Apr 2025.

When do the new options and RSUs vest?

They vest ratably over the first three anniversaries of the 01 Apr 2025 grant date.