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[SCHEDULE 13G] NeoGenomics, Inc. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G
Rhea-AI Filing Summary

Three related reporting persons — Greenhouse Funds LLLP, Greenhouse GP LLC and Joseph Milano — each report beneficial ownership of 7,431,147 shares of NeoGenomics common stock, representing 5.8% of the class. The filing shows no sole voting or dispositive power and reports shared voting power of 6,658,116 and shared dispositive power of 7,431,147, indicating joint control over voting and disposition rather than individual control.

The statement explains these securities are directly owned by advisory clients of Greenhouse Funds LLLP, that the holdings were acquired and are held in the ordinary course of business and were not acquired to influence control of the issuer, and includes a disclaimer limiting claimed beneficial ownership to pecuniary interest.

Positive
  • Discloses a material stake of 7,431,147 shares (5.8%), improving market transparency about significant holders
  • Filing states holdings are held in the ordinary course for advisory clients and were not acquired to influence control
Negative
  • No sole voting or dispositive power reported, indicating the reporting persons do not exercise individual control
  • Reporting persons disclaim beneficial ownership except to the extent of pecuniary interest, which limits clarity on direct influence

Insights

TL;DR: A disclosed 5.8% beneficial stake is material in size but the filing affirms a passive, advisory-client ownership structure.

The filing reports 7,431,147 shares (5.8% of the class) held by related reporting persons with shared voting power of 6,658,116 and shared dispositive power of 7,431,147. It expressly states the shares are held for advisory clients and were not acquired to influence control, consistent with a Schedule 13G passive disclosure. For investors this documents a meaningful position size without an asserted intent to pursue control actions. The report also includes a disclaimer limiting beneficial ownership claims to pecuniary interest, which affects interpretations of direct influence.

TL;DR: The disclosure signals concentrated ownership among advisory clients but explicitly disclaims control intent and sole voting authority.

The filing identifies three related reporting persons sharing voting and dispositive authority rather than holding sole powers. The explicit statement that holdings are held in the ordinary course for advisory clients and not for changing control is central to governance assessment: it reduces immediate concerns about activist engagement or control contests. The disclaimer of beneficial ownership except for pecuniary interest further clarifies the reporting persons' stated legal posture regarding control and Section 16 implications.






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G



Greenhouse Funds LLLP
Signature:By: /s/ Joseph Milano*
Name/Title:Joseph Milano / Authorized Person of the general partner
Date:08/13/2025
Greenhouse GP LLC
Signature:By: /s/ Joseph Milano*
Name/Title:Joseph Milano / Authorized Person
Date:08/13/2025
Joseph Milano
Signature:By: /s/ Joseph Milano*
Name/Title:Joseph Milano*
Date:08/13/2025

Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information

Exhibit A - Joint Filing Agreement Exhibit B - Control Person Identification

FAQ

Who filed the Schedule 13G reporting a stake in NeoGenomics (NEO)?

Greenhouse Funds LLLP, Greenhouse GP LLC and Joseph Milano are the reporting persons listed in the filing.

How many NeoGenomics (NEO) shares are reported and what percentage do they represent?

7,431,147 shares are reported, representing 5.8% of the class according to the filing.

What voting and dispositive powers are reported for the NEO stake?

The reporting persons state 0 sole voting power, 6,658,116 shared voting power, 0 sole dispositive power, and 7,431,147 shared dispositive power.

Are the shares held for advisory clients or for the reporting persons directly?

The filing states the securities are directly owned by advisory clients of Greenhouse Funds LLLP and notes no advisory client is known to beneficially own more than 5%.

Does the filing indicate an intent to influence control of NeoGenomics?

No. The filing certifies the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

Does the reporting person claim full beneficial ownership for Section 16 purposes?

No. Each reporting person includes a disclaimer that they disclaim beneficial ownership except to the extent of their pecuniary interest.
Neogenomics Inc

NASDAQ:NEO

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Diagnostics & Research
Services-testing Laboratories
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United States
FORT MYERS