Neogen (NEOG) Insider Filing: 307,680-Share Option Award, 156,556 Shares Held

Rhea-AI Filing Summary

Amy M. Rocklin, Chief Legal Officer of Neogen Corp (NEOG), reported equity awards and option grants that increase her direct ownership. She acquired 119,705 common shares at $5.43 per share, bringing her direct beneficial ownership to 156,556 shares. In addition, she received a derivative award giving the right to buy 307,680 shares at an exercise price of $5.43, exercisable through 08/15/2035.

The filing notes the option grants vest in equal annual installments over the first three anniversaries of the grant and that performance stock units vest in full at the three-year anniversary. All reported holdings are direct ownership.

Positive

• Increased insider alignment: Reporting person increased direct ownership to 156,556 shares, strengthening executive stake in NEOG
• Long-term incentives: Options and PSUs with multi-year vesting encourage retention and alignment with long-term performance

Negative

• Potential future dilution: The right to buy 307,680 shares could dilute existing shareholders if exercised and issued as shares
• Concentration of executive compensation in equity: Heavy equity awards may lead to share issuance upon vesting/exercise

Insights

Securities Analyst

TL;DR: Routine executive equity compensation increases insider stake; not immediately dilutive but adds potential future shares.

The transactions reflect standard long-term incentive compensation: a mix of vested shares, options and PSUs that align the Chief Legal Officer with shareholder outcomes. The exercised price and warrant term ($5.43 exercise through 2035) imply long-duration optionality. Vesting schedules—annual installments for options and a three-year cliff for PSUs—limit immediate selling pressure while creating future potential dilution if options are exercised or PSUs vest in shares.

Corporate Governance Expert

TL;DR: Governance-wise this is a typical senior officer award with standard vesting; disclosure is complete for material insider reporting.

The Form 4 discloses acquisition quantities, prices and vesting mechanics, enabling investors to assess alignment and potential dilution. The direct ownership increase to 156,556 shares and the 307,680-share option position are material to executive alignment but do not indicate a change in control or unusual governance action.

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
Estimated average burden
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^*

Rocklin Amy M

(Last) (First) (Middle)

620 LESHER PLACE

(Street)

LANSING MI 48912

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEOGEN CORP [ NEOG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		A		119,705(2)	A	$5.43	156,556	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
Common Stock (Right to Buy)	$5.43	08/15/2025		A		307,680		(1)	08/15/2035	Common Stock	307,680	$0	307,680	D

Explanation of Responses:

1. Options vest in equal annual installments on each of the first three anniversary dates of the grants

2. PSUs vest in total at the end of the three year anniversary date of the grant

	Christopher Sefcheck (Attorney in Fact)	08/19/2025
	** 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

What did NEOG insider Amy M. Rocklin acquire?

She acquired 119,705 common shares at $5.43 per share and received rights to 307,680 shares via options/derivatives.

How many shares does Amy Rocklin beneficially own after the transaction?

She beneficially owns 156,556 common shares directly following the reported transaction.

What are the terms of the option/derivative award reported for NEOG?

The derivative gives the right to buy 307,680 shares at an exercise price of $5.43 and is exercisable through 08/15/2035.

What are the vesting schedules for the awards?

Options vest in equal annual installments over the first three anniversaries; PSUs vest in full at the three-year anniversary.

Is the ownership reported direct or indirect?

The Form 4 shows direct ownership for both the shares and the derivative position.