Equity moves for NeoGenomics (NASDAQ: NEO) CFO Jeffrey Sherman

Rhea-AI Filing Summary

NeoGenomics Chief Financial Officer Jeffrey Scott Sherman reported equity award activity, not open‑market trading. On February 21 and February 23, he converted restricted stock units into common stock in transactions coded as exercises or conversions. The filing also shows shares withheld and disposed of to cover tax obligations related to these RSU releases. After these transactions, he directly owned 220,009 shares of common stock, alongside multiple outstanding stock option, restricted stock unit, and performance stock unit awards that vest over future years.

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

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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^*

Sherman Jeffrey Scott

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

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	02/21/2026		M		42,158	A	$0(1)	218,986(2)	D
Common Stock	02/21/2026		F		10,729(3)	D	$0	208,257	D
Common Stock	02/23/2026		M		15,535	A	$0(1)	223,792	D
Common Stock	02/23/2026		F		3,783(3)	D	$0	220,009	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
Restricted Stock Unit	$0	02/21/2026		M			42,158	(4)	(5)	Common Stock	42,158	$0	84,318	D
Restricted Stock Unit	$0	02/23/2026		M			15,535	(6)	(5)	Common Stock	15,535	$0	15,536	D
Stock Option (Right to Buy)	$11.62							(7)	12/05/2029	Common Stock	249,169		249,169	D
Stock Option (Right to Buy)	$19.65							(8)	05/11/2030	Common Stock	73,016		73,016	D
Restricted Stock Unit	$0							(9)	(5)	Common Stock	13,006		13,006	D
Performance Stock Unit	$0							05/11/2026(10)	(5)	Common Stock	39,016		39,016	D
Stock Option (Right to Buy)	$16.45							(11)	02/23/2034	Common Stock	77,913		77,913	D
Performance Stock Unit	$0							02/23/2027(12)	(5)	Common Stock	46,606		46,606	D
Restricted Stock Unit	$0							04/13/2026	(5)	Common Stock	59,382		59,382	D
Stock Option (Right to Buy)	$13.05(13)							(14)	02/21/2035	Common Stock	214,900		214,900	D

Explanation of Responses:

1. Each restricted stock unit is the economic equivalent of one share of NeoGenomics common stock and is converted into common stock upon vesting.

2. This balance includes 434 shares that were acquired pursuant to NeoGenomics' Employee Stock Purchase Plan. The shares were acquired in transactions exempt from Section 16b-3.

3. Disposition of shares was in connection with the Issuer's withholding of common stock to satisfy tax withholding obligations related to the issuance of common stock upon release of restricted stock units.

4. On February 21, 2025, Mr. Sherman was granted 126,476 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.

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

6. On February 23, 2024, Mr. Sherman was granted 46,606 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.

7. On December 5, 2022, Mr. Sherman was granted 249,169 stock options. The options vest ratably over four years with the first tranche vesting on December 7, 2023.

8. On May 11, 2023, Mr. Sherman was granted 73,016 stock options. The options vest ratably over the first three anniversary dates of the grant date.

9. On May 11, 2023, Mr. Sherman was granted 39,016 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.

10. On May 11, 2023, Mr. Sherman was granted 39,016 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 is 58,524. 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 the applicable measurement dates, subject to continued service with the Company.

11. On February 23, 2024, Mr. Sherman was granted 77,913 stock options. The options vest ratably over the first three anniversary dates of the grant date.

12. On February 23, 2024, Mr. Sherman was granted 46,606 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 is 69,910. 50% of the number of performance stock units that may vest is based on the achievements 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 the 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 the cumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.

13. 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%.

14. On February 21, 2025, Mr. Sherman was granted 214,900 stock options. The options vest ratably over the first three anniversary dates of the grant date.

Remarks:

	/s/ Ali Olivo, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did NeoGenomics (NEO) CFO Jeffrey Sherman report?

Jeffrey Sherman reported converting restricted stock units into NeoGenomics common stock, plus related share dispositions to cover tax withholding. These were equity award exercises and tax payments, not open-market buys or sells, and left him with 220,009 directly held common shares.

Did the NeoGenomics (NEO) CFO sell shares in the open market in this Form 4?

No, the disposition transactions were for tax withholding tied to restricted stock unit vesting. The filing describes payment of tax obligations by delivering shares, rather than discretionary open-market sales, while award exercises increased his direct common stock holdings overall.

How many NeoGenomics (NEO) shares does the CFO own after these transactions?

After the reported equity award exercises and tax-withholding dispositions, Jeffrey Sherman directly owned 220,009 shares of NeoGenomics common stock. He also holds various stock options, restricted stock units, and performance stock units that may vest over time subject to service and performance conditions.

What equity awards were highlighted for the NeoGenomics (NEO) CFO?

Footnotes describe grants of restricted stock units, performance stock units and stock options, including 214,900 stock options granted on February 21, 2025. These awards generally vest ratably over three or four years and, once vested, convert into common stock without expiration.

How are NeoGenomics (NEO) restricted stock units treated in this filing?

Each restricted stock unit equals one share of NeoGenomics common stock and converts into common stock upon vesting. The filing shows RSU conversions into shares, with some of those shares withheld and disposed of to satisfy associated tax withholding obligations at vesting.