Schedule 13G: Gates Capital Reports 12.79M NEOG Shares (5.9%)

Rhea-AI Filing Summary

Gates Capital and related entities report beneficial ownership of 12,793,941 shares of Neogen Corporation common stock, equal to 5.9% of the 217,205,186 shares outstanding as of June 30, 2025. The filing lists Gates Capital Management, L.P.; Gates Capital Management GP, LLC; Gates Capital Management, Inc.; and Jeffrey L. Gates as joint reporting persons, each disclosing shared voting and dispositive power over the same 12,793,941 shares and no sole voting or dispositive power. The statement affirms the shares were acquired in the ordinary course of business and not to influence control of the issuer. The filing includes a joint filing agreement signed August 14, 2025.

Positive

• Material, transparent disclosure of a 5.9% stake (12,793,941 shares) meeting SEC reporting requirements
• Joint filing agreement and signatures provide clear accountability among reporting persons
• Certification states holdings were acquired in the ordinary course of business and not to change control

Negative

• Shared voting power across entities indicates consolidated influence even though no sole power is claimed
• Potential for future activism remains since a 5.9% position is large enough to support engagement or nominations

Insights

Financial Analyst

TL;DR: A 5.9% stake is material and could attract investor attention but does not indicate control; monitor for further amendments.

The filing shows Gates Capital and affiliated entities hold a non‑controlling yet material stake in Neogen (NEOG). At 12.8 million shares and 5.9% of outstanding stock, this position exceeds the 5% disclosure threshold, signaling the firm considers this a significant economic interest. Shared voting and dispositive power across the reporting persons suggests centralized decision-making within the Gates group rather than fragmented ownership. The certification states the holdings are in the ordinary course of business and not intended to change control, which reduces immediate governance change risk. Investors should note the position size relative to free float and watch for Schedule 13D amendments or proxy activity that would signal activist intentions.

Corporate Governance Expert

TL;DR: Joint filing discloses material ownership and centralized voting; no explicit control intent declared.

The disclosure is standard for an investment adviser and related entities acting as a group. All reporting persons disclose identical shared voting and dispositive power, and they executed a joint filing agreement, establishing joint responsibility for filings. The explicit certification that the stake was not acquired to influence control is legally relevant but not dispositive of future actions. From a governance perspective, a combined 5.9% stake gives the group standing to engage with management, request information, or nominate directors if they choose, though the filing currently indicates passive intent. Continued monitoring of amendments or communications is warranted to assess any shift toward active engagement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Neogen Corporation

(Name of Issuer)

Common Stock, $0.16 par value per share

(Title of Class of Securities)

640491106

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

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

CUSIP No. 640491106

1

Names of Reporting Persons

Gates Capital Management, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,793,941.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,793,941.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,793,941.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 640491106

1

Names of Reporting Persons

Gates Capital Management GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,793,941.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,793,941.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,793,941.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 640491106

1

Names of Reporting Persons

Gates Capital Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,793,941.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,793,941.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,793,941.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.9 %

12

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13G

CUSIP No. 640491106

1

Names of Reporting Persons

Jeffrey L. Gates

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,793,941.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,793,941.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,793,941.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Neogen Corporation
(b)	Address of issuer's principal executive offices: 620 Lesher Place Lansing, Michigan 48912
Item 2.
(a)	Name of person filing: This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": (i) Gates Capital Management, L.P., a Delaware limited partnership ("Gates Capital"), with respect to the shares of Common Stock held by certain funds as to which Gates Capital serves as investment manager (the "Gates Capital Funds"); (ii) Gates Capital Management GP, LLC, a Delaware limited liability company ("the General Partner"), which is the general partner of Gates Capital, with respect to the shares of Common Stock directly held by the Gates Capital Funds; (iii) Gates Capital Management, Inc., a Delaware corporation ("the Corporation"), is the managing member of the General Partner, with respect to the shares of Common Stock directly held by the Gates Capital Funds; and (iv) Jeffrey L. Gates, a United States citizen, who serves as the President of the Corporation, with respect to the shares of Common Stock directly held by the Gates Capital Funds.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is c/o Gates Capital Management, L.P., 1177 Avenue of the Americas, 46th Floor, New York, New York 10036.
(c)	Citizenship: (i) Gates Capital - a Delaware limited partnership (ii) The General Partner - a Delaware limited liability company (iii) The Corporation - a Delaware corporation (iv) Jeffrey L. Gates - a United States citizen The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
(d)	Title of class of securities: Common Stock, $0.16 par value per share
(e)	CUSIP No.: 640491106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 12,793,941.00
(b)	Percent of class: 5.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 12,793,941.00
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 12,793,941.00 The percentage set forth this SCHEDULE 13G is calculated based upon the 217,205,186 shares of Common Stock issued and outstanding as of June 30, 2025 as in the Company's Form 10-K filed with the Securities and Exchange Commission on July 30, 2025. The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gates Capital Management, L.P.

Signature:	/s/ Jeffrey L. Gates
Name/Title:	Jeffrey L. Gates- President
Date:	08/14/2025

Gates Capital Management GP, LLC

Signature:	/s/ Jeffrey L. Gates
Name/Title:	Jeffrey L. Gates- President
Date:	08/14/2025

Gates Capital Management, Inc.

Signature:	/s/ Jeffrey L. Gates
Name/Title:	Jeffrey L. Gates- President
Date:	08/14/2025

Jeffrey L. Gates

Signature:	/s/ Jeffrey L. Gates
Name/Title:	Jeffrey L. Gates
Date:	08/14/2025

Exhibit Information

EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATE: August 14, 2025 Gates Capital Management, L.P. By: Gates Capital Management GP, LLC, its general partner By: Gates Capital Management, Inc., its managing member By: /s/ Jeffrey L. Gates Name: Jeffrey L. Gates Title: President Gates Capital Management GP, LLC By: Gates Capital Management, Inc., its managing member By: /s/ Jeffrey L. Gates Name: Jeffrey L. Gates Title: President Gates Capital Management, Inc. By: /s/ Jeffrey L. Gates Name: Jeffrey L. Gates Title: President Jeffrey L. Gates By: /s/ Jeffrey L. Gates

FAQ

How many Neogen (NEOG) shares does Gates Capital report owning?

The filing discloses 12,793,941 shares, representing 5.9% of Neogen's common stock outstanding as of June 30, 2025.

Do the reporting persons claim control of Neogen (NEOG)?

No. The filing states the shares were acquired in the ordinary course of business and not to change or influence control of the issuer.

Who are the reporting persons in this Schedule 13G for NEOG?

The reporting persons are Gates Capital Management, L.P.; Gates Capital Management GP, LLC; Gates Capital Management, Inc.; and Jeffrey L. Gates.

What voting and dispositive powers are reported?

Each reporting person discloses 0 sole voting/dispositive power and 12,793,941 shares of shared voting and shared dispositive power.

When was the Schedule 13G signed?

The joint filing agreement and signatures are dated August 14, 2025.