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Neogen Corp 8-K Filings

NEOG NASDAQ

Every 8-K that Neogen Corp (NEOG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow NEOG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NEOG filings page.

Rhea-AI Summary

Neogen Corporation reported the results of its October 1, 2026 annual meeting, where 176,180,487 of the 218,106,005 shares outstanding and entitled to vote were present and voted. The listed director nominees received 146,152,766 votes for Aashima Gupta, 155,080,607 for Raphael A. Rodriguez, and 154,950,353 for Catherine E. Woteki, Ph.D. Shareholders approved named executive officer compensation on an advisory basis, ratified BDO USA, P.C. as auditor for the fiscal year ending May 31, 2027, approved the amended and restated Omnibus Incentive Plan, and approved an Employee Stock Purchase Plan amendment to increase shares available for issuance. Chief Financial Officer R. Bryan Riggsbee signed the report.

Rhea-AI Summary

NEOGEN CORP (NEOG) reported fiscal 2027 first-quarter revenue of $222.8 million, up 6.5% from $209.2 million; core revenue growth was 8.1%. Food Safety revenue rose 7.4% to $163.2 million, while Animal Safety revenue rose 4.2% to $59.6 million. GAAP net loss was $11.9 million, or $0.05 per diluted share, versus $36.3 million net income a year earlier, driven primarily by a non-cash gain on a business divestiture. Adjusted net income was $17.5 million and Adjusted EBITDA was $41.6 million, compared with $9.5 million and $35.5 million.

Operating cash flow was $12.9 million and free cash flow was $4.7 million. Neogen raised fiscal 2027 guidance to revenue of $885 million to $890 million and Adjusted EBITDA of $181 million to $183 million. Its planned multi-quarter Petrifilm manufacturing transition to its Lansing site remains on track to begin in November 2026. Neogen continues to work toward completing the previously announced sale of its global Genomics business to Zoetis, subject to customary closing conditions and regulatory reviews expected to conclude by the end of December 2026. It also announced a strategic collaboration and equity investment in Hinalea Imaging Corp. to develop digital imaging solutions for food safety and quality inspection.

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Neogen Corporation reported that board member Thierry Bernard resigned from its Board of Directors, effective August 3, 2026. The change directly affects the company’s governance structure and the composition of its board.

The report is executed on behalf of Neogen Corporation by Chief Financial Officer R. Bryan Riggsbee.

Rhea-AI Summary

Neogen Corporation reported Q4 FY2026 revenue of $225.3 million, essentially flat year over year with core growth of 4.3%. Food Safety revenue rose to $166.8 million, up 3.1% with 5.8% core growth, while Animal Safety declined to $58.5 million, down 8.2% with 0.5% core growth. Q4 gross margin improved to 47.8% (adjusted 49.7%), and the company posted a net loss of $11.3 million, or $(0.05) per share, compared to a net loss of $612.2 million a year earlier; adjusted net income was $18.7 million, or $0.09 per share. Adjusted EBITDA was $45.4 million, a 20.2% margin.

For FY2026, revenue was $870.4 million, down 2.7%, with adjusted EBITDA of $177.8 million and net loss of $7.9 million versus $1,092.0 million in FY2025. Cash from operations reached $83.2 million and free cash flow $31.9 million, ending the year with $185.5 million of cash and $793.7 million of debt. Neogen continues to work toward completing the previously announced sale of its global Genomics business to Zoetis for anticipated proceeds of $160 million (approximately $140 million net) to be used primarily for debt reduction, and plans to begin transitioning Petrifilm manufacturing to its Lansing site in November 2026. FY2027 guidance calls for revenue of $880–$885 million and adjusted EBITDA of $180–$182 million, including contributions from the Genomics division.

Rhea-AI Summary

Neogen Corporation filed a current report describing upcoming investor outreach and progress on product validation. The company plans to host two investor tours of its Petrifilm manufacturing facility in Lansing, Michigan on April 20, 2026 and April 21, 2026.

Neogen states it has successfully completed multiple operational qualifications for certain Petrifilm single kit units and is now proceeding with multiple performance qualifications for these SKUs as part of its broader validation efforts. This technical and validation update will be shared with investors during the facility tours.

Rhea-AI Summary

Neogen Corporation reported fiscal third quarter 2026 revenue of $211.2 million, down 4.4% from $221.0 million a year earlier, and posted a net loss of $17.0 million, or $(0.08) per diluted share. Food Safety sales grew 2.6% to $156.7 million, while Animal Safety revenue fell 20.1% to $54.5 million due to third‑party supplier issues.

On an adjusted basis, Neogen generated Adjusted EBITDA of $48.2 million with a 22.8% margin and Adjusted Net Income of $19.4 million, or $0.09 per share. The company raised its fiscal 2026 revenue outlook to $857–$860 million and maintained Adjusted EBITDA guidance of about $175 million.

Neogen also agreed to sell its global Genomics business to Zoetis for $160.0 million, expecting roughly $140.0 million of net cash proceeds to support a targeted net debt‑to‑Adjusted EBITDA ratio of less than three times by the end of calendar 2026. The Petrifilm manufacturing transition remains on track for completion by November 2026.

Rhea-AI Summary

Neogen Corporation reported a leadership change in its legal function. The company announced that its Chief Legal and Administrative Officer, Amy Rocklin, will leave the company. Her departure is effective March 31, 2026, following the company’s announcement on March 30, 2026.

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Neogen Corporation filed a current report to disclose that it has released financial results for its fiscal 2026 second quarter, which ended on November 30, 2025. The company furnished a press release, dated January 8, 2026, as Exhibit 99.1 to provide details about its results of operations and financial condition for this period. The information in this report and the attached press release is being furnished rather than filed, meaning it is not incorporated by reference into other regulatory documents.

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Neogen Corporation appointed Bryan Riggsbee as Senior Vice President and Chief Financial Officer, effective November 3, 2025, reporting to President and CEO Mike Nassif. Riggsbee previously served as CFO, North America at bioMérieux and spent nearly a decade as CFO at Myriad Genetics, with earlier finance roles at LabCorp, GE, and KPMG.

His compensation includes a $600,000 base salary, target annual bonus at 80% of salary under the ICP, and an annual long‑term equity grant targeted at $2,000,000. He will receive a one‑time equity inducement of $2,250,000 (50% stock options vesting ratably over three years and 50% PSUs aligned with the FY26 PSU Plan) and a $250,000 cash sign‑on payable by December 31, 2025, subject to repayment if employment ends within one year. He will relocate to Michigan within 24 months with customary relocation benefits and applicable repayment provisions.

Rhea-AI Summary

Neogen Corporation filed an amended report to update information about a recent board appointment. The company previously disclosed that Avi Pelossof would join its Board of Directors effective October 24, 2025. This amendment adds details on his governance roles.

Neogen states that Mr. Pelossof has been appointed to serve on its Audit Committee and its Compensation and Talent Management Committee. The change clarifies his specific committee responsibilities, which were determined after the original report filed on August 14, 2025.

Rhea-AI Summary

Neogen Corporation filed an 8-K/A to correct its Annual Meeting results, confirming that Proposal 2 (say‑on‑pay) was approved on October 23, 2025. Shareholder participation was strong, with 195,086,461 of 217,298,626 shares outstanding and entitled to vote present and voted.

Proposal 2 received 167,126,873 For, 17,679,601 Against, 412,667 Abstain, and 9,805,786 broker non‑votes. Shareholders also ratified the appointment of BDO USA, P.C. as auditor with 181,630,320 For, 13,148,285 Against, and 307,856 Abstain. Director nominees Thierry L. Bernard, Mikhael Nassif, Avi Pelossof, and Andrea F. Wainer each received a majority of votes For.

Rhea-AI Summary

Neogen Corporation reported results from its 2025 Annual Meeting held on October 23, 2025. A total of 195,086,461 of 217,298,626 shares outstanding and entitled to vote were represented.

Shareholders elected four directors: Thierry L. Bernard (For 168,950,135; Withheld 16,330,540), Mikhael Nassif (For 171,847,536; Withheld 13,433,139), Avi Pelossof (For 171,839,634; Withheld 13,441,041), and Andrea F. Wainer (For 169,573,203; Withheld 15,707,472).

The non-binding advisory vote on executive compensation did not pass (For 167,126,873; Against 17,679,601; Abstain 412,667; Broker Non-Vote 9,805,786). Shareholders ratified BDO USA, P.C. as independent auditor for the fiscal year ending May 31, 2026 (For 181,630,320; Against 13,148,285; Abstain 307,856).

Rhea-AI Summary

Neogen Corporation filed a current report to note that it has released financial results for its fiscal 2026 first quarter, which ended on August 31, 2025. The company issued a press release on October 9, 2025 summarizing its operations and financial condition for that quarter, and attached this release as an exhibit to the report. The filing clarifies that the press release is being furnished, rather than filed, under securities laws, which affects how it is treated for certain legal and liability purposes.

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Neogen Corporation reported that its Chief Financial Officer and Chief Operating Officer, David Naemura, has informed the company of his intention to resign to pursue other opportunities. The company stated that his decision is not related to any disagreement over operations, financial statements, accounting policies, or internal controls. He will continue in his current roles until a departure date expected between the filing of Neogen’s October Form 10-Q and the end of the calendar year, helping ensure continuity.

The board’s Compensation and Talent Management Committee determined it is in the company’s and shareholders’ best interests for Naemura to assist with onboarding a new Chief Financial Officer. Under a transition agreement, if he remains employed through December 31, 2025, he will be eligible, in addition to his base pay, to receive 50% of his annual target cash bonus under Neogen’s annual incentive plan. Neogen also issued a press release announcing his resignation.

Rhea-AI Summary

The filing describes how certain executive Performance Stock Units (PSUs) will be settled after the end of the Performance Period. An independent committee will compare the Companys actual performance to the pre-established metrics and apply an rTSR multiplier to determine how many PSUs, if any, are earned. Any earned PSUs will be converted into shares of the Companys common stock and issued to the named executive officer as soon as practicable, and those shares will be fully vested upon issuance. Until settlement, the PSUs do not give the executives any ownership interest or shareholder rights.

Rhea-AI Summary

Neogen Corporation reported changes to its Board of Directors. William T. Boehm, a director since 2011 who chairs the Audit Committee and serves on the Compensation & Talent Management Committee, has notified the company that he will retire from the Board when his term ends on October 23, 2025. This marks the planned departure of a long-serving director with key committee responsibilities.

The Board has appointed Avi Pelossof as a new Class II director, effective October 24, 2025. He will participate in Neogen’s standard non-employee director compensation program, as previously described in the company’s 2024 proxy statement. The filing highlights his more than 25 years of diagnostics experience, including leadership roles at Immucor Inc. and Alere Inc., where he oversaw a $750 million infectious disease portfolio and the launch of an FDA CLIA-waived point-of-care molecular test.

Rhea-AI Summary

Neogen Corp. (NEOG) filed an 8-K disclosing a leadership change. The Board appointed Mikhael Nassif, age 49, as President & CEO effective 11 Aug 2025. Nassif joins from Siemens Healthineers, where he led the global Point-of-Care Diagnostics unit, and previously held senior posts at Baxter, AB InBev, and Johnson & Johnson. The filing states there are no related-party transactions or pre-existing arrangements tied to the appointment.

Compensation package: (1) Base salary $800k, subject to review; (2) Annual bonus target 100% of salary, payout range 0–250%, eligible for the full FY26 cycle; (3) Annual long-term equity grant targeted at $4.5 m; (4) One-time sign-on equity grant of $2 m (50% options, 50% RSUs, 4-year ratable vesting); (5) One-time cash award $500k payable by 5 Sep 2025, repayable if employment ends within one year; (6) Relocation support with full claw-back in year 1 and 50% in year 2; (7) Standard executive severance and benefit programs. A copy of the offer letter is filed as Exhibit 10.1. The company also issued a press release announcing the appointment.