UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~February~~August 2831, 2025.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-17988

Neogen Corporation

(Exact name of registrant as specified in its charter)

     Michigan

     38-2367843

     (State or other jurisdiction of
incorporation or organization)

     (IRS Employer
Identification Number)

620 Lesher Place

Lansing, Michigan 48912

(Address of principal executive offices, including zip code)

(517) 372-9200

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

     Title of each Class
 
     Trading
Symbol(s)
 
     Name of each exchange
on which registered

     Common Stock, $0.16 par value per share

     NEOG

     NASDAQ Global Select Market

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller Reporting Company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YES ☐ NO ☒

As of ~~February~~August 2831, 2025 there were 217,~~038~~298,~~267~~626 shares of Common Stock outstanding.

NEOGEN CORPORATION

TABLE OF CONTENTS

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Interim Condensed Consolidated Financial Statements (unaudited)	2
	Condensed Consolidated Balance Sheets – February 28, 2025 and May 31, 2024	2
	Condensed Consolidated Balance Sheets – August 31, 2025 and May 31, 2025	2
	Condensed Consolidated Statements of Operations – Three and nine months ended February 28, 2025 and February 29, 2024	3
	Condensed Consolidated Statements of Operations – three months ended August 31, 2025 and August 31, 2024	3
	Condensed Consolidated Statements of Comprehensive (Loss) Income – Three and nine months ended February 28, 2025 and February 29, 2024	4
	Condensed Consolidated Statements of Comprehensive (Loss) Income – three months ended August 31, 2025 and August 31, 2024	4
	Condensed Consolidated Statements of Equity – Three and nine months ended February 28, 2025 and February 29, 2024	5
	Condensed Consolidated Statements of Equity – three months ended August 31, 2025 and August 31, 2024	5
	Condensed Consolidated Statements of Cash Flows – Nine months ended February 28, 2025 and February 29, 2024	6
	Condensed Consolidated Statements of Cash Flows – Three months ended August 31, 2025 and August 31, 2024	6
	Notes to Interim Condensed Consolidated Financial Statements – February 28, 2025	7
	Notes to Interim Condensed Consolidated Financial Statements – August 31, 2025	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1816
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3022
Item 4.	Controls and Procedures	3123
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3224
Item 1A.	Risk Factors	3224
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3224
Item 5.	Other Information	3224
Item 6.	Exhibits	3325
SIGNATURES		3426
	CEO Certification
	CFO Certification
	Section 906 Certification

PART I – FINANCIAL INFORMATION

Item 1. Interim Condensed Consolidated Financial Statements

Neogen Corporation

Condensed Consolidated Balance Sheets

(in thousands, except shares)

	February 28, 2025			May 31, 2024
	August 31, 2025			May 31, 2025
Assets	(unaudited)
Current Assets
Cash and cash equivalents	$	~~127~~138,~~705~~883		$	~~170~~129,~~611~~004
Marketable securities		—			325
Accounts receivable, net of allowance of $5,403 and $5,397		138,459			153,384
Accounts receivable, net of allowance of $5,305 and $4,140		160,068			173,005
Inventories
Raw materials		7566,~~047~~831			7865,~~799~~692
Work-in-process		1411,~~305~~636			1011,~~990~~233
Finished goods		~~136~~131,~~250~~812			~~111~~130,~~839~~417
		225,602			201,628
Total Inventories		210,279			207,342
Less inventory reserve		(2016,~~160~~865	)		(1216,~~361~~483	)
Inventories, net		~~205~~193,~~442~~414			~~189~~190,~~267~~859
Prepaid expenses and other current assets		58,498			56,025
Assets held for sale		—			50,402
Total Current Assets		551,713			589,233
Prepaid expenses and other current assets		53,304			53,288
Net Property and Equipment		327,838			277,104
Total Current Assets		524,060			576,937
Net Property and Equipment		345,893			339,131
Other Assets
Right of use assets		1716,~~314~~994			1417,~~785~~152
Goodwill (note 5)		1,671,705			2,135,632
Goodwill		1,065,889			1,064,902
Intangible assets, net		1,439,237			1,511,653
Amortizable intangible assets, net		1,389,141			1,410,485
Other non-current assets		2836,~~529~~179			2035,~~426~~229
Total Assets	$	4,036,336		$	4,548,833
Total Other Assets		2,508,203			2,527,768
Total Assets	$	3,378,156		$	3,443,836
Liabilities and Stockholders’ Equity
Current Liabilities
Current portion of finance lease	$	2,501		$	2,447
Current portion of debt	$	—		$	19,301
Accounts payable		7276,~~240~~596			8379,~~061~~605
Accrued compensation		1820,~~335~~273			1914,~~949~~134
Income tax payable		12,924			10,449
Income tax payable (note 8)		9,449			5,599
Accrued interest		3,~~438~~556			1011,~~985~~078
Deferred revenue		5,~~769~~824			45,~~632~~558
Other current liabilities		25,993			22,800
Liabilities held for sale		—			6,556
Total Current Liabilities		141,200			154,323
Other current liabilities		30,507			32,180
Deferred Income Tax Liability		301,053			326,718
Total Current Liabilities		146,205			174,011
Non-Current Debt		890,605			888,391
Deferred Income Tax Liability		277,253			280,907
Other Non-Current Liabilities		43,131			35,259
Non-Current Debt (note 7)		792,530			874,810
Total Liabilities		1,375,989			1,404,691
Other Non-Current Liabilities		43,519			42,854
Commitments and Contingencies (note 8)
Total Liabilities		1,259,507			1,372,582
Commitments and Contingencies (note 9)
Equity
Preferred stock, $1.00 par value, 100,000 shares authorized, none issued and outstanding		-—			-—
Common stock, $0.16 par value, 315,000,000 shares authorized, 217,038,267 and 216,614,407 shares issued and outstanding		34,725			34,658
Common stock, $0.16 par value, 315,000,000 shares authorized, 217,298,626 and 217,044,098 shares issued and outstanding		34,768			34,728
Additional paid-in capital		2,~~597~~607,~~540~~452			2,~~583~~601,~~885~~848
Accumulated other comprehensive loss		(4723,~~690~~485	)		(3028,~~021~~898	)
Retained earnings		75,772			555,620
Accumulated deficit		(500,086	)		(536,424	)
Total Stockholders’ Equity		2,~~660~~118,~~347~~649			32,~~144~~071,~~142~~254
Total Liabilities and Stockholders’ Equity	$	43,~~036~~378,~~336~~156		$	43,~~548~~443,~~833~~836

The accompanying notes are an integral part of these condensed consolidated financial statements.

Neogen Corporation

Condensed Consolidated Statements of Operations (unaudited)

(in thousands, except shares)

	Three months ended February 28/29,						Nine months ended February 28/29,
	Three months ended August 31,
	2025			2024			~~2025~~			~~2024~~
Revenues
Product revenues	$	~~196~~184,~~488~~138		$	~~202~~192,~~178~~518		$	~~596,555~~		$	~~610,448~~
Service revenues		2425,~~492~~051			2624,~~634~~446			~~72,647~~			~~76,980~~
Total Revenues		~~220~~209,~~980~~189			~~228~~216,~~812~~964			~~669,202~~			~~687,428~~
Cost of Revenues
Cost of product revenues		9597,~~815~~932			9897,~~144~~836			~~293,488~~			~~293,456~~
Cost of service revenues		1416,~~900~~287			1314,~~785~~202			~~47,193~~			~~43,554~~
Total Cost of Revenues		~~110~~114,~~715~~219			~~111~~112,~~929~~038			~~340,681~~			~~337,010~~
Gross Profit		~~110~~94,~~265~~970			~~116~~104,~~883~~926			~~328,521~~			~~350,418~~
Operating Expenses
Sales and marketing		4445,~~595~~048			4745,~~920~~799			~~136,939~~			~~138,535~~
General and administrative		5560,~~782~~888			5251,~~087~~671			~~165,224~~			~~148,929~~
Goodwill impairment		—			—			461,390			—
Research and development		5,125			5,199
Research and development		4,473			4,853			14,780			17,331
Total Operating Expenses		111,061			102,669
Total Operating Expenses		104,850			104,860			778,333			304,795
Operating (Loss) Income		(16,091	)		2,257
Operating Income (Loss)		5,415			12,023			(449,812	)		45,623
Other Income (Expense)
Other Expense
Interest income		918			993
Interest income		699			1,612			2,466			5,265
Interest expense		(16,442	)		(18,615	)
Interest expense		(17,737	)		(18,285	)		(54,493	)		(54,773	)
Gain on sale of business		76,390			—
Other, net		~~1,896~~(967	)		(~~1,172~~244	)		~~(69~~	)		~~(4,021~~	)
Total Other Expense		(15,142	)		(17,845	)		(52,096	)		(53,529	)
Total Other Income (Expense)		59,899			(17,866	)
Loss Before Taxes		(9,727	)		(5,822	)		(501,908	)		(7,906	)
Income (Loss) Before Taxes		43,808			(15,609	)
Income Tax Expense (Benefit)		17,~~230~~470			(3,~~800~~000	)		~~(22,060~~	)		~~(3,900~~	)
Net Loss	$	(10,957	)	$	(2,022	)	$	(479,848	)	$	(4,006	)
Net Income (Loss)	$	36,338		$	(12,609	)
Net Loss Per Share
Net Income (Loss) Per Share
Basic	$	(0.0517	)	$	(0.0106	)	$	~~(2.21~~	)	$	~~(0.02~~	)
Diluted	$	(0.0517	)	$	(0.0106	)	$	~~(2.21~~	)	$	~~(0.02~~	)
Weighted Average Shares Outstanding
Basic		217,~~031~~217,~~907~~836			216,~~597~~695,~~777~~348			~~216,845,782~~			~~216,438,643~~
Diluted		217,~~031~~334,~~907~~926			216,~~597~~695,~~777~~348			~~216,845,782~~			~~216,438,643~~

The accompanying notes are an integral part of these condensed consolidated financial statements.

Neogen Corporation

Condensed Consolidated Statements of Comprehensive (Loss) Income (unaudited)

(in thousands)

	Three months ended February 28/29,						Nine months ended February 28/29,
	Three months ended August 31,
	2025			2024			~~2025~~			~~2024~~
Net loss	$	(10,957	)	$	(2,022	)	$	(479,848	)	$	(4,006	)
Net income (loss)	$	36,338		$	(12,609	)
Other comprehensive (loss) income
Other comprehensive income (loss)
Foreign currency translation (loss) gain		(2,658	)		(4,561	)		(14,775	)		117
Foreign currency translation gain		5,817			2,459
Unrealized gain on marketable securities (1)		—			77			—			917
Unrealized loss on derivative instruments (1)		(404	)		(3,859	)
Unrealized (loss) gain on derivative instruments (2)		(287	)		139			(2,894	)		2,744
Other comprehensive income (loss), net of tax:		5,413			(1,400	)
Other comprehensive (loss) income, net of tax:		(2,945	)		(4,345	)		(17,669	)		3,778
Total comprehensive income (loss)	$	41,751		$	(14,009	)
Total comprehensive loss	$	(13,902	)	$	(6,367	)	$	(497,517	)	$	(228	)

(1) Amounts are net of tax of $24(127) and $~~290~~(926) during the three ~~and nine~~ months ended ~~February~~August 2931, 2025 and August 31, 2024 , respectively.

(2) Amounts are net of tax of $(91) and $44 during the three months ended February 28, 2025 and February 29, 2024 and $(914) and $867 during the nine months ended February 28, 2025 and February 29, 2024, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Neogen Corporation

Condensed Consolidated Statements of Equity (unaudited)

(in thousands, except shares)

						Additional	~~Additional~~		Acc. Other	~~AccumulatedOther~~
	Common Stock					Paid-in	~~Paid-in~~		Comprehensive	~~Comprehensive~~			Accumulated	~~Retained~~
	Shares		Amount	~~Amount~~		Capital	~~Capital~~		Loss	~~Loss~~			Deficit	~~Earnings~~			Total	~~Total~~
May 31, 2024		216,614,407		$	34,658		$	2,583,885		$	(30,021	)		$	555,620			$	3,144,142
May 31, 2025		217,044,498	$	34,728		$	2,601,848		$	(28,898	)		$	(536,424	)		$	2,071,254
Exercise of options, RSUs and share-based compensation expense, net of taxes		4,854			1			4,017			—				—				4,018
Share-based compensation expense		—		—			4,962			—				—			$	4,962
Issuance of shares under employee stock purchase plan		78,877			13			1,028			—				—				1,041
Exercise of options and RSUs		99,436		15			(239	)		—				—				(224	)
Net loss		—			—			—			—				(12,609	)			(12,609	)
Issuance of shares under employee stock purchase plan		154,692		25			881			—				—				906
Other comprehensive loss		—			—			—			(1,400	)			—				(1,400	)
Net income		—		—			—			—				36,338				36,338
August 31, 2024		216,698,138		$	34,672		$	2,588,930		$	(31,421	)		$	543,011			$	3,135,192
Other comprehensive income		—		—			—			5,413				—				5,413
Exercise of options, RSUs and share-based compensation expense, net of taxes		245,879			40			3,444			—				—				3,484
August 31, 2025		217,298,626	$	34,768		$	2,607,452		$	(23,485	)		$	(500,086	)		$	2,118,649
Net loss		—			—			—			—				(456,282	)			(456,282	)
Other comprehensive loss		—			—			—			(13,324	)			—				(13,324	)
November 30, 2024		216,944,017		$	34,712		$	2,592,374		$	(44,745	)		$	86,729			$	2,669,070
Exercise of options, RSUs and share-based compensation expense, net of taxes		15,478			—			4,121			—				—				4,121
Issuance of shares under employee stock purchase plan		78,772			13			1,045			—				—				1,058
Net loss		—			—			—			—				(10,957	)			(10,957	)
Other comprehensive loss		—			—			—			(2,945	)			—				(2,945	)
February 28, 2025		217,038,267		$	34,725		$	2,597,540		$	(47,690	)		$	75,772			$	2,660,347

										Accumulated
						Additional			Acc. Other
							Additional			Other
	Common Stock					Paid-in			Comprehensive				Retained
	Common Stock						Paid-in			Comprehensive				Retained
	Shares		Amount			Capital			Loss				Earnings				Total
	Shares			Amount			Capital			Loss				Earnings				Total
May 31, 2024		216,614,407	$	34,658		$	2,583,885		$	(30,021	)		$	555,620			$	3,144,142
May 31, 2023		216,245,501		$	34,599		$	2,567,828		$	(33,251	)		$	565,041			$	3,134,217
Share-based compensation expense		—		—			3,982			—				—				3,982
Exercise of options, RSUs and share-based compensation expense, net of taxes		2,591			—			2,661			—				—				2,661
Exercise of options and RSUs		4,854		1			35			—				—				36
Issuance of shares under employee stock purchase plan		6278,~~490~~877		13	11		1,028	~~1,028~~		—	—			—	—			1,041	~~1,039~~
Net income		—			—			—			—				1,503				1,503
Net loss		—		—			—			—				(12,609	)			(12,609	)
Other comprehensive income		—			—			—			6,755				—				6,755
Other comprehensive loss		—		—			—			(1,400	)			—				(1,400	)
August 31, 2023		216,310,582		$	34,610		$	2,571,517		$	(26,496	)		$	566,544			$	3,146,175
August 31, 2024		216,698,138	$	34,672		$	2,588,930		$	(31,421	)		$	543,011			$	3,135,192
Exercise of options, RSUs and share-based compensation expense, net of taxes		209,714			34			3,477			—				—				3,511
Net loss		—			—			—			—				(3,487	)			(3,487	)
Other comprehensive income		—			—			—			1,368				—				1,368
November 30, 2023		216,520,296		$	34,644		$	2,574,994		$	(25,128	)		$	563,057			$	3,147,567
Exercise of options, RSUs and share-based compensation expense, net of taxes		15,130			2			3,749			—				—				3,751
Issuance of shares under employee stock purchase plan		72,320			11			1,212			—				—				1,223
Net loss		—			—			—			—				(2,022	)			(2,022	)
Other comprehensive loss		—			—			—			(4,345	)			—				(4,345	)
February 29, 2024		216,607,746		$	34,657		$	2,579,955		$	(29,473	)		$	561,035			$	3,146,174

The accompanying notes are an integral part of these condensed consolidated financial statements.

Neogen Corporation

Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)

	Nine months ended February 28/29,
	Three months ended August 31,
	2025			2024
Cash Flows provided by Operating Activities
Cash Flows provided by (used for) Operating Activities
Net loss	$	(479,848	)	$	(4,006	)
Net income (loss)	$	36,338		$	(12,609	)
Adjustments to reconcile net loss to net cash from operating activities:
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization		8929,~~222~~055			8729,~~853~~800
Deferred income taxes		(335,~~113~~830	)		98(9,119	)
Share-based compensation		124,~~961~~962			93,~~829~~982
Loss on disposal of property and equipment		99699			~~762~~77
Amortization of debt issuance costs		~~2,580~~539			~~2,581~~860
Goodwill and other asset impairment		470,832			—
Loss on refinancing and extinguishment of debt		393			—
Other		(290	)		(74	)
Gain on sale of business		(76,390	)		—
Change in operating assets and liabilities, net of business acquisitions:
Other		(382	)		(261	)
Accounts receivable, net		9,133			(16,136	)
Change in operating assets and liabilities:
Inventories, net		(25,124	)		(48,663	)
Accounts receivable, net		17,607			4,796
Prepaid expenses and other current assets		(6,422	)		(25,170	)
Inventories, net		(1,958	)		(9,939	)
Accounts payable and accrued liabilities		5,985			21,386
Prepaid expenses and other current assets		1,239			(1,733	)
Interest expense accrual		(7,547	)		(7,711	)
Accounts payable and accrued liabilities		14,169			(15,881	)
Change in other non-current assets and non-current liabilities		3,234			(12,232	)
Interest expense accrual		(7,521	)		(7,431	)
Net Cash provided by Operating Activities		41,702			8,517
Change in other non-current assets and non-current liabilities		(2,067	)		(456	)
Cash Flows used for Investing Activities
Net Cash provided by (used for) Operating Activities		10,853			(17,914	)
Purchases of property, equipment and other non-current intangible assets		(88,459	)		(87,167	)
Cash Flows provided by (used for) Investing Activities
Proceeds from the maturities of marketable securities		325			75,319
Purchases of property, equipment and other non-current intangible assets		(24,002	)		(38,433	)
Proceeds from the sale of property and equipment and other		4,868			62
Proceeds from the maturities of marketable securities		—			325
Net Cash used for Investing Activities		(83,266	)		(11,786	)
Proceeds from sale of business, net of cash divested		121,724			—
Cash Flows provided by Financing Activities
Proceeds from the sale of property and equipment and other		3			4,446
Exercise of stock options and issuance of employee stock purchase plan shares		2,242			2,443
Net Cash provided by (used for) Investing Activities		97,725			(33,662	)
Tax payments related to share-based awards		(1,479	)		(96	)
Cash Flows (used for) provided by Financing Activities
Repayment of finance lease and other		(248	)		(348	)
Exercise of stock options and issuance of employee stock purchase plan shares		905			1,077
Net Cash provided by Financing Activities		515			1,999
Tax payments related to share-based awards		(223	)		—
Effects of Foreign Exchange Rate on Cash		(1,857	)		(533	)
Repayment of finance lease		(75	)		—
Net Decrease in Cash and Cash Equivalents		(42,906	)		(1,803	)
Repayment of outstanding debt		(100,000	)		(98	)
Cash and Cash Equivalents, Beginning of Year		170,611			163,240
Net Cash (used for) provided by Financing Activities		(99,393	)		979
Cash and Cash Equivalents, End of Year	$	127,705		$	161,437
Effects of Foreign Exchange Rate on Cash		694			463
Supplemental cash flow information
Net Increase (Decrease) in Cash and Cash Equivalents		9,879			(50,134	)
Property and equipment obtained for noncash consideration	$	930		$	—
Cash and Cash Equivalents, Beginning of Year		129,004			170,611
Right of use assets obtained in exchange for new operating lease liabilities	$	6,976		$	4,073
Cash and Cash Equivalents, End of Year	$	138,883		$	120,477

The accompanying notes are an integral part of these condensed consolidated financial statements.

NEOGEN CORPORATION

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands except shares)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF BUSINESS

Neogen Corporation and subsidiaries ("Neogen," "we," "our" or the "Company") develop, manufacture and market a diverse line of products and services dedicated to food and animal safety. Our Food Safety segment consists primarily of diagnostic test kits and complementary products (e.g., culture media) sold to food producers and processors to detect dangerous and/or unintended substances in human food and animal feed, such as foodborne pathogens, spoilage organisms, natural toxins, food allergens, genetic modifications, ruminant by-products, meat speciation, drug residues, pesticide residues and general sanitation concerns. The majority of the test kits are disposable, single-use, immunoassay and DNA detection products that rely on proprietary antibodies and RNA and DNA testing methodologies to produce rapid and accurate test results. Our expanding line of food safety products also includes genomics-based diagnostic technology, and advanced software systems that help testers objectively analyze and store, as well as perform analysis on, their results from multiple locations over extended periods.

Neogen’s Animal Safety segment is engaged in the development, manufacture, marketing and distribution of veterinary instruments, pharmaceuticals, vaccines, topicals, parasiticides, diagnostic products, ~~cleaners,~~ biosecurity products and genomics testing services for the worldwide animal safety market. The majority of these consumable products are marketed through veterinarians, retailers, livestock producers and animal health product distributors. Our line of drug detection products is sold worldwide for the detection of abused and therapeutic drugs in animals and animal products, and has expanded into the workplace and human forensic markets.

BASIS OF PRESENTATION AND CONSOLIDATION

The accompanying unaudited condensed consolidated financial statements include the accounts of Neogen and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In our opinion, all adjustments considered necessary for a fair statement of the results of the interim period have been included in the accompanying unaudited condensed consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, ~~2024~~2025.

New Accounting Pronouncements ~~Not Yet~~ Adopted

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which modifies the disclosure and presentation requirements of reportable segments. The amendments in the update require the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit and loss. The amendments also require disclosure of all other segment items by reportable segment and a description of its composition. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ~~This~~We ~~update~~adopted isthis ~~effective~~pronouncement ~~for~~and ~~annual~~provided ~~periods~~required ~~beginning~~interim ~~after~~disclosures ~~December~~in ~~15,~~Note ~~2023,~~5 ~~and~~"Segment ~~interim~~Information ~~periods~~and ~~within~~Geographic ~~fiscal~~Data" ~~years~~to ~~beginning~~the ~~after~~condensed ~~December~~consolidated ~~15,~~financial ~~2024~~statements. ~~Early adoption is permitted.~~ We ~~expect~~adopted ~~to adopt this guidance for our fiscal year 2025 annual reporting and are currently finalizing our assessment of~~ the ~~impact~~interim ~~that~~requirements ~~this standard will have~~ on ~~our~~June ~~segment~~1, ~~disclosures~~2025.

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. ~~The~~This ~~update~~guidance ~~will~~becomes be effective for our fiscal year 2026 annual ~~periods~~reporting. ~~beginning~~We ~~after~~adopted ~~December~~this 15guidance on June 1, ~~2024.~~2025 ~~This~~and ~~guidance~~the ~~becomes~~adoption ~~effective~~of ~~for~~this ~~our~~guidance ~~fiscal~~will ~~year~~result ~~2026~~in ~~annual~~modifications ~~reporting.~~to ~~The~~Neogen's ~~Company~~income istax ~~currently~~disclosures ~~evaluating~~to adhere to the ~~impact~~new ~~that~~requirements, ~~this~~but ~~guidance~~is ~~will~~not expected to otherwise have ona ~~the~~significant ~~presentation~~impact ofon ~~its~~our consolidated financial statements ~~and accompanying notes~~.

New Accounting Pronouncements Not Yet Adopted

Income Statement (Topic 220): Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. ~~The~~We ~~Company~~are is currently evaluating the impact that the new guidance will have on the presentation of ~~its~~our consolidated financial statements and accompanying notes.

Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. We are currently evaluating the impact of this amendment and do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements and accompanying notes.

2. REVENUE RECOGNITION

The ~~Company~~following ~~derives~~table ~~revenue~~presents ~~from~~disaggregated ~~two~~revenue ~~primary~~by ~~sources—~~major product ~~revenue~~ and service ~~revenue.~~categories during the three months ended August 31, 2025 and August 31, 2024:

Product revenue consists of shipments of:


	Three months ended August 31,
	2025		2024
Food Safety
Natural Toxins & Allergens	$	19,962	$	20,376
Bacterial & General Sanitation		41,649		39,899
Indicator Testing, Culture Media & Other		79,085		81,703
Biosecurity Products		5,799		11,779
Genomics Services		5,555		5,588
	$	152,050	$	159,345
Animal Safety
Life Sciences	$	1,859	$	1,733
Veterinary Instruments & Disposables		11,908		12,523
Animal Care & Other		7,578		6,679
Biosecurity Products		19,229		20,806
Genomics Services		16,565		15,878
		57,139		57,619
Total Revenues	$	209,189	$	216,964

Diagnostic test kits, culture media and related products used by food producers and processors to detect harmful natural toxins, foodborne bacteria, allergens and levels of general sanitation;

Consumable products marketed to veterinarians, retailers, livestock producers and animal health product distributors; and

Biosecurity products to assist in the control of rodents, insects and disease in and around agricultural, food production and other facilities.

Revenues for our products are recognized and invoiced when the product is shipped to the customer.

Service revenue consists primarily of:

Genomic identification and related interpretive bioinformatic services;

Neogen Analytics; and

Other commercial laboratory services.

Revenues for Neogen’s genomics and commercial laboratory services are recognized and invoiced when the applicable laboratory service is performed and the results are conveyed to the customer. Revenues for Neogen Analytics is earned ratably over the term of the underlying agreement.

Payment terms for products and services are generally 30 to 90 days.

Contract liabilities represent deposits made by customers before the satisfaction of performance obligation(s) and recognition of revenue. Upon completion of the performance obligation(s) that the Company has with the customer, the liability for the customer deposit is relieved and revenue is recognized. These customer deposits are recorded within deferred revenue on the condensed consolidated balance sheets. Changes in the balances relate primarily to sales of the Company's genomics services and Neogen Analytics.

The following table summarizes contract liabilities by period:

	Three months ended February 28/29,						Nine months ended February 28/29,
	Three months ended August 31,
	2025			2024			~~2025~~			~~2024~~
Beginning balance	$	5,~~651~~558		$	4,~~679~~632		$	~~4,632~~		$	~~4,616~~
Additions		3,~~021~~206			53,~~116~~078			~~10,425~~			~~11,094~~
Recognized into revenue		(2,903	)		(4,309	)		(9,288	)		(10,224	)
Amounts recognized into revenue		(2,940	)		(2,075	)
Ending balance	$	5,~~769~~824		$	5,~~486~~635		$	~~5,769~~		$	~~5,486~~

~~The~~3. ~~following table presents disaggregated revenue by major product and service categories during the three and nine months ended February 28, 2025 and February 29, 2024~~DIVESTITURE

	Three months ended February 28/29,				Nine months ended February 28/29,
	2025		2024		2025		2024
Food Safety
Natural Toxins & Allergens	$	17,595	$	19,738	$	58,479	$	63,116
Bacterial & General Sanitation		39,882		40,395		122,317		128,393
Indicator Testing, Culture Media & Other		77,744		81,168		242,710		246,812
Biosecurity Products		11,815		10,136		35,717		32,180
Genomics Services		5,695		6,317		17,091		17,934
	$	152,731	$	157,754	$	476,314	$	488,435
Animal Safety
Life Sciences	$	1,504	$	1,372	$	4,864	$	4,710
Veterinary Instruments & Disposables		15,412		17,976		45,209		47,845
Animal Care & Other		10,497		10,066		26,951		27,226
Biosecurity Products		23,827		23,055		66,557		65,694
Genomics Services		17,009		18,589		49,307		53,518
		68,249		71,058		192,888		198,993
Total Revenues	$	220,980	$	228,812	$	669,202	$	687,428

In April 2025, we announced that we had entered into a definitive agreement to sell our Cleaners and Disinfectants ("C&D") business to Kersia Group ("Kersia"). The planned divestiture did not meet the criteria for classification as a discontinued operation under ASC 205-20, as the sale does not represent a strategic shift that has or will have a major effect on our operations or financial results.

On July 17, 2025, we completed the sale of the C&D business to Kersia. We received total consideration of $121,724 in cash at closing, net of cash divested, plus additional contingent consideration of up to $3,500 (the “Earnout Payment”) based on revenue performance of the divested business during the 12-month period following the closing date. ~~NET~~The ~~LOSS~~Earnout ~~PER~~Payment ~~SHARE~~is subject to reduction if certain revenue thresholds, as defined in the purchase agreement, are not achieved. During the three months ended August 31, 2025, we recognized a gain on the sale of the business of $76,390, which is included in “Gain on sale of business” within the Consolidated Statements of Operations.

~~Basic~~In ~~net~~addition, ~~loss~~at ~~per~~closing, ~~share~~we ~~was~~also ~~computed~~entered byinto ~~dividing~~transition ~~net~~service ~~loss~~and bytransition ~~the~~distribution ~~weighted~~agreements ~~average~~with ~~number~~Kersia, ofwhich ~~shares~~require ofus ~~common~~to ~~stock~~provide ~~outstanding~~services to Kersia during the transition period. ~~Diluted~~Related ~~net~~to ~~loss~~the ~~per~~transition ~~share~~distribution ~~was~~agreements, ~~computed~~for ~~using~~performance ~~the~~obligations ~~treasury~~for ~~stock~~which ~~method~~we byact ~~dividing~~as an agent, we record revenue as the net ~~loss~~amount byof our gross billings less amounts remitted to Kersia. For performance obligations for which we act as principal, we record the ~~weighted~~gross ~~average~~amount ~~number~~billed to the customer as revenue. We recorded a liability representing the fair value of ~~shares~~the services we expect to provide of ~~common~~$1,691 ~~stock~~within ~~outstanding~~other current liabilities related to these agreements, which will be expensed to Other, net over a 12-month period following the closing date.

~~The~~4. ~~calculation~~NET ofINCOME ~~net~~(LOSS) ~~loss~~PER ~~per~~SHARE ~~share follows:~~

	Three months ended February 28/29,						Nine months ended February 28/29,
	2025			2024			2025			2024
Numerator for basic and diluted net loss per share:
Net loss attributable to Neogen	$	(10,957	)	$	(2,022	)	$	(479,848	)	$	(4,006	)
Denominator for basic net loss per share:
Weighted average shares		217,031,907			216,597,777			216,845,782			216,438,643
Effect of dilutive stock options and RSUs		—			—			—			—
Denominator for diluted net loss per share		217,031,907			216,597,777			216,845,782			216,438,643
Net loss per share:
Basic	$	(0.05	)	$	(0.01	)	$	(2.21	)	$	(0.02	)
Diluted	$	(0.05	)	$	(0.01	)	$	(2.21	)	$	(0.02	)

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed using the treasury stock method by dividing net income (loss) by the weighted average number of shares of common stock outstanding.

~~Due~~The tocalculation ~~the~~of net income (loss) ~~reported~~per ~~for~~share ~~the~~follows: ~~three and nine months ended February 28, 2025 and the three and nine months ended February 29, 2024, the stock options and RSUs were anti-dilutive.~~


	Three months ended August 31,
	2025		2024
Numerator for basic and diluted net income (loss) per share:
Net income (loss) attributable to Neogen	$	36,338	$	(12,609	)
Denominator for basic net income (loss) per share:
Weighted average shares		217,217,836		216,695,348
Effect of dilutive stock options and RSUs		117,090		—
Denominator for diluted net income (loss) per share		217,334,926		216,695,348
Net income (loss) per share:
Basic	$	0.17	$	(0.06	)
Diluted	$	0.17	$	(0.06	)

4For the three months ended August 31, 2025, 661,000 shares were excluded from the calculation of diluted net income per share, because the inclusion of such securities in the calculation would have been anti-dilutive. ~~SEGMENT~~Due ~~INFORMATION~~to ~~AND~~the ~~GEOGRAPHIC~~loss ~~DATA~~reported for the three months ended August 31, 2024, the stock options and RSUs were anti-dilutive.

~~The Company has two reportable segments: Food Safety and Animal Safety~~5. ~~The~~SEGMENT ~~Food~~INFORMATION ~~Safety~~AND ~~segment~~GEOGRAPHIC is primarily engaged in the development, production and marketing of diagnostic test kits and related products used by food producers and processors to detect harmful natural toxins, foodborne bacteria, allergens and levels of general sanitation. The Animal Safety segment is primarily engaged in the development, production and marketing of products dedicated to animal safety, including a complete line of consumable products marketed to veterinarians and animal health product distributors. This segment also provides genomic identification and related interpretive bioinformatic services. Additionally, the Animal Safety segment produces and markets biosecurity products to assist in the control of rodents, insects and disease in and around agricultural, food production and other facilities. DATA

~~Many~~The ofCompany ~~our~~has ~~international~~two ~~operations~~reportable ~~originally~~segments: ~~focused~~Food onSafety ~~the~~and ~~Company’s~~Animal ~~food~~Safety. ~~safety~~The ~~products,~~results ~~and~~of each ofsegment ~~these~~are ~~units~~regularly ~~reports~~reviewed ~~through~~by the ~~Food~~chief ~~Safety~~operating ~~segment.~~decision Inmaker ~~recent~~("CODM") ~~years,~~to ~~these~~assess ~~operations~~the ~~have~~performance ~~expanded~~of tothe ~~offer~~segments ~~the~~and ~~Company’s~~make ~~complete~~decisions ~~line~~regarding the allocation of ~~products~~resources ~~and~~to ~~services,~~the ~~including~~segments. ~~those~~Our ~~usually~~CODM ~~associated~~is ~~with~~our ~~the~~Chief ~~Animal~~Executive ~~Safety~~Officer. ~~segment~~The ~~such~~performance asmeasure ~~biosecurity~~that ~~products,~~the ~~veterinary~~CODM ~~instruments~~uses ~~and~~is ~~genomics~~operating ~~services~~income. ~~These~~Refer ~~additional~~to ~~products~~the ~~and~~consolidated ~~services~~statements ~~are~~of ~~managed~~operations ~~and~~for ~~directed~~the byreconciliation ~~existing~~of ~~management~~consolidated ~~and~~operating ~~are~~income ~~reported~~(loss), ~~through~~which is the ~~Food~~total ~~Safety~~of Company’s segment measure of profit or loss, to consolidated income before income taxes.

~~Segment~~The ~~information~~following ~~follows~~tables reflect segment and corporate information:

	FoodSafety			AnimalSafety			Corporate andEliminations (1)			Total
	Three month ended August 31, 2025
As of and during the three months ended February 28, 2025
	Food Safety			Animal Safety			Corporate andEliminations (1)			Total
Product revenues to external customers	$	145,248		$	51,240		$	—		$	196,488
Total Revenues	$	158,456		$	58,861		$	—		$	217,317
Service revenues to external customers		7,483			17,009			—			24,492
Intersegment Revenue		(6,406	)		(1,722	)		—			(8,128	)
Total revenues to external customers	$	152,731		$	68,249		$	—		$	220,980
Net Revenue		152,050			57,139			—			209,189
Operating income (loss)	$	19,315		$	6,750		$	(20,650	)	$	5,415
Total Cost of Revenues		76,460			37,759			—			114,219
Total assets	$	3,566,450		$	342,181		$	127,705		$	4,036,336
Operating Expenses		68,499			14,908			27,654			111,061
As of and during the three months ended February 29, 2024
Operating Income (Loss)	$	7,091		$	4,472		$	(27,654	)	$	(16,091	)
Product revenues to external customers	$	149,709		$	52,469		$	—		$	202,178
Depreciation and Amortization	$	25,901		$	3,154		$	—		$	29,055
Service revenues to external customers		8,045			18,589			—			26,634
Interest Expense	$	—		$	—		$	16,442		$	16,442
Total revenues to external customers	$	157,754		$	71,058		$	—		$	228,812
Total Assets	$	2,947,343		$	291,929		$	138,884		$	3,378,156
Operating income (loss)	$	15,915		$	14,781		$	(18,673	)	$	12,023
Expenditures for long-lived assets	$	23,437		$	565		$	—		$	24,002
Total assets	$	4,071,831		$	344,205		$	166,456		$	4,582,492
	Three month ended August 31, 2024
	Food Safety			Animal Safety			Corporate andEliminations (1)			Total
Total Revenues	$	163,575		$	60,018		$	—		$	223,593
Intersegment Revenue		(4,230	)		(2,399	)		—			(6,629	)
Net Revenue		159,345			57,619			—			216,964
Net Cost of Revenues		74,458			37,580			—			112,038
Operating Expenses		66,982			17,450			18,237			102,669
Operating Income (Loss)	$	17,905		$	2,589		$	(18,237	)	$	2,257
Depreciation and Amortization	$	26,202		$	3,598		$	—		$	29,800
Interest Expense	$	—		$	—		$	18,615		$	18,615
Total Assets	$	4,056,444		$	342,077		$	104,652		$	4,503,173
Expenditures for long-lived assets	$	36,045		$	2,388		$	—		$	38,433

(1)

Includes corporate assets, including cash and cash equivalents, current and deferred tax accounts and overhead expenses not allocated to specific business segments, and excludes intersegment transactions.

The following table presents revenue disaggregated by geographic location:


	Three months ended August 31,
	2025		2024
Domestic	$	102,074	$	104,383
International		107,115		112,581
Total revenue	$	209,189	$	216,964

	FoodSafety			AnimalSafety		Corporate andEliminations (1)			Total
During the nine months ended February 28, 2025
Product revenues to external customers	$	452,974		$	143,581	$	—		$	596,555
Service revenues to external customers		23,340			49,307		—			72,647
Total revenues to external customers	$	476,314		$	192,888	$	—		$	669,202
Operating (loss) income	$	(399,578	)	$	8,977	$	(59,211	)	$	(449,812	)
During the nine months ended February 29, 2024
Product revenues to external customers	$	464,973		$	145,475	$	—		$	610,448
Service revenues to external customers		23,462			53,518		—			76,980
Total revenues to external customers	$	488,435		$	198,993	$	—		$	687,428
Operating income (loss)	$	62,485		$	30,876	$	(47,738	)	$	45,623

Excludes intersegment transactions.

The following table presents the Company’s revenue disaggregated by geographic location:

	Three months ended February 28/29,				Nine months ended February 28/29,
	2025		2024		2025		2024
Domestic	$	115,365	$	124,226	$	333,509	$	348,848
International		105,615		104,586		335,693		338,580
Total revenue	$	220,980	$	228,812	$	669,202	$	687,428

5. GOODWILL

The following table summarizes goodwill by reportable segment:

	Food Safety			Animal Safety			Total
May 31, 2024	$	2,054,205		$	81,427		$	2,135,632
Impairment		(461,175	)		-			(461,175	)
Foreign currency translation and other		(2,108	)		(644	)		(2,752	)
February 28, 2025	$	1,590,922		$	80,783		$	1,671,705

In the second quarter of fiscal year 2025, the Company identified that the impact of integration challenges and end market conditions on the recent overall financial performance of the Food Safety reporting unit represented a triggering event to test goodwill within that reporting unit for impairment as of September 1, 2024. Management utilized a third-party to quantitatively assess its Food Safety reporting unit. Fair value of the reporting unit was estimated based on a combination of an income-based approach, consisting of a discounted cash flows analysis, and a market-based approach, consisting of pricing multiples derived from an analysis of comparable public companies multiplied against historical and/or anticipated financial metrics of the reporting unit. The inputs to the fair value are defined in the fair value hierarchy as Level 3 inputs. Based on the results of the analysis, the carrying value of the Food Safety reporting unit exceeded its fair value as of September 1, 2024. Accordingly, an impairment charge of $461,390 was recorded. Differences in the balance sheet change and impairment charge are due to foreign exchange.

6. RESTRUCTURING

~~The~~We ~~Company~~ regularly ~~evaluates~~evaluate ~~its~~our business ~~and objectives~~ to ensure that itwe isare properly configured and sized based on changing market conditions. Accordingly, ~~the~~we ~~Company~~have ~~has~~ implemented certain restructuring initiatives, including consolidation of certain facilities throughout the world and rationalization of ~~its~~our operations. ~~In the second quarter of fiscal year 2025, management initiated a restructuring plan to streamline operations of the Company's global genomics business.~~

~~The~~Our ~~Company’s~~ restructuring charges consist of severance payments, costs for outplacement services, and post-employment benefits (collectively, “employee separation costs”), other related exit costs and asset impairment charges related to restructuring activities. These amounts are partially recorded within cost of service revenues and partially recorded within general and administrative expense on the ~~condensed~~ consolidated statements of operations. Amounts recorded during the three months ended August 31, 2025 relate primarily to completion of actions initiated in the prior fiscal year.

Restructuring charges by segment were as follows:

Three months ended February 28/29,

Nine months ended February 28/29,

Three months ended August 31,

2025

2024

~~2025~~

~~2024~~

Food Safety

~~305~~407

~~131~~132

~~1,941~~

~~347~~

Animal Safety

~~(137~~52

)

~~199~~—

~~6,940~~

~~1,528~~

Corporate

—(127

)

~~608~~238

~~1,225~~

~~1,478~~

Total

~~168~~332

~~938~~370

~~10,106~~

~~3,353~~

Restructuring activity for the ~~nine~~three months ended ~~February~~August 2831, 2025 was as follows:

	Employee Separation Costs			Other Exit Costs			Total
Balance as of May 31, 2024	$	-		$	-		$	-
Balance as of May 31, 2025	$	756		$	—		$	756
Expense		~~2,420~~294			~~7,686~~38			~~10,106~~332
Cash Payments		(~~1,727~~940	)		(~~490~~15	)		(~~2,217~~955	)
Asset impairments and other		-—			(~~7,196~~23	)		(~~7,196~~23	)
Balance as of February 28, 2025	$	693		$	-		$	693
Balance as of August 31, 2025	$	110		$	—		$	110

7. ~~INCOME~~LONG-TERM ~~TAXES~~ DEBT

Income tax expense was $1,230 during the three months ended February 28, 2025, and income tax benefit was $22,060 during the nine months ended February 28, 2025. Income tax benefit was $3,800 and $3,900 during the three and nine months ended February 29, 2024. Income tax expense for the quarter is related to changes in the Company’s forecasted preLong-~~tax~~term ~~income~~debt ~~using~~consists an estimated annualized effective tax rate. The net tax benefit for the nine month period is primarily related to pre-tax losses due to amortization expense and interest expense from the 3M FSD acquisition as well as an income tax benefit of $9,225 associated with goodwill impairment charges. The Organization for Economic Cooperation and Development (“OECD”) Pillar 2 global minimum tax rules, which generally provide for a minimum effective tax rate of 15%, are intended to apply for tax years beginning in 2024. The Company is closely monitoring developments and evaluating the ~~impact~~following: these new rules will have on our tax rate, including eligibility to qualify for certain safe harbors. Where no safe harbor is met, the Company has included in its income tax for the three and nine months ended February 28, 2025, a forecasted amount of “top-up” tax for its foreign subsidiaries as required under the applicable rules of the countries that have adopted the Pillar Two directives.

The total amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of February 28, 2025 and May 31, 2024 were $4,336 and $2,739, respectively. Increases in unrecognized tax benefits are primarily associated with the acquired 3M FSD, including positions for transfer pricing and research and development credits.


	August 31, 2025			May 31, 2025
Term Loan	$	405,000		$	450,000
Senior Notes		346,500			350,000
Revolver Facility		48,500			100,000
Finance Lease		—			2,426
Total debt and finance lease		800,000			902,426
Less: Current portion		—			(19,301	)
Total non-current debt		800,000			883,125
Less: Unamortized debt issuance costs		(7,470	)		(8,315	)
Total non-current debt, net	$	792,530		$	874,810

During the three months ended August 31, 2025, we used the net proceeds from the Cleaners & Disinfectants divestiture to repay a portion of our outstanding debt. We repaid $51,500 of principal on the Revolving Facility, made $45,000 of prepayments on the Term Loan, and repurchased $3,500 million of Senior Notes on the open market. The Term Loan prepayments resulted in an extinguishment loss of $393 related to unamortized debt issuance costs, while the Senior Notes repurchase resulted in an extinguishment loss of $41 related to unamortized debt issuance costs.

8. INCOME TAXES

Income tax expense was $7,470 during the three months ended August 31, 2025. Income tax benefit was $3,000 during the three months ended August 31, 2024. The net tax expense for the three months ended August 31, 2025 is primarily related to pre-tax income due to gains on the sale of our Cleaners and Disinfectants business. The Organization for Economic Cooperation and Development (“OECD”) Pillar Two global minimum tax rules, which generally provide for a minimum effective tax rate of 15%, are intended to apply for tax years beginning in 2024. We continue to closely monitor developments and evaluate the impact these new rules will have on our tax rate, including eligibility to qualify for certain safe harbors. Where no safe harbor is met, we have included in our income tax for the three months ended August 31, 2025, a forecasted amount of “top-up” tax for our foreign subsidiaries as required under the applicable rules of the countries that have adopted the Pillar Two directives. For the three months ended August 31, 2025, no foreign subsidiary is forecasted to incur a material top-up tax under Pillar Two.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the United States. OBBBA includes significant provisions, including the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for depreciation and interest expenses. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. There was not a significant impact to our income tax expense or effective tax rate for the three months ended August 31, 2025.

The total amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of August 31, 2025 and May 31, 2025 were $4,732 and $3,849, respectively. Increases in unrecognized tax benefits are primarily associated with the acquired 3M FSD, including positions for transfer pricing and research and development credits.

89. COMMITMENTS AND CONTINGENCIES

~~The~~We ~~Company~~are is involved in environmental remediation and monitoring activities at ~~its~~our Randolph, Wisconsin manufacturing facility and ~~accrues~~we accrue for related costs, when such costs are determined to be probable and estimable. ~~The~~We ~~Company~~ currently ~~utilizes~~utilize a pump and treat remediation strategy, which includes semi-annual monitoring and reporting, consulting, and maintenance of monitoring wells. These annual remediation costs are expensed as incurred and have ranged from approximately $3840 to $~~131~~130 per year over the past five years. ~~The~~We ~~Company’s~~ estimated that the remaining liability for these costs isare $916 as of both ~~February~~August 2831, 2025 and May 31, ~~2024~~2025, measured on an undiscounted basis over an estimated period of 15 years. In fiscal 2019, ~~the~~we ~~Company~~ performed an updated Corrective Measures Study on the site, per a request from the Wisconsin Department of Natural Resources ("WDNR"), and isare currently working with the WDNR regarding potential alternative remediation strategies going forward. ~~The~~We ~~Company~~believe ~~believes~~ that the current pump and treat strategy is appropriate for the site. In fiscal 2022, in collaboration with the WDNR, ~~the~~we ~~Company~~ initiated an in-situ chemical remediation pilot study, which ran over a two-year period. The results of this study were submitted to the WDNR as part of our standard annual report. If the WDNR were to require a change from the current pump and treat remediation strategy, this change could result in an increase in future costs and, ultimately, an increase in the currently recorded liability, with an offsetting charge to operations in the period recorded. ~~The~~We ~~Company has~~ recorded $100 as a current liability as of ~~February~~August 2831, 2025, and the remaining $816 is recorded in other non-current liabilities in the condensed consolidated balance sheets.

InShareholder the third quarter of fiscal year 2025, the Company recorded a gain related to a settlement regarding the Company's prior acquisition of certain fixed assets. The amount of $2,700 was received in the third quarter of fiscal year 2025. This amount was partially offset by a related fixed asset impairment of $2,055, which was due to the asset no longer being in use. The amount was recorded within General and administrative on the condensed consolidated statements of operations within the Company's Food Safety operating segment. Litigation

~~Related~~On toJuly ~~the~~18, ~~Company's~~2025, ~~other~~Operating ~~contingent~~Engineers ~~liabilities,~~Construction aIndustry ~~loss~~and ofMiscellaneous ~~$1,400~~Pension ~~was~~Fund ~~recorded~~filed a putative class action complaint in the ~~third~~United ~~quarter~~States District Court for the Western District of ~~fiscal~~Michigan ~~year~~against ~~2025~~the Company, John Adent, and David Naemura. ~~This~~The ~~contingency~~complaint ~~loss~~asserts ~~was~~claims ~~driven~~under bySections an10(b) ~~updated~~and ~~valuation~~20(a) of the ~~performance~~Securities ~~milestone~~Exchange ~~liability~~Act ~~for~~of ~~the~~1934 ~~Company's~~based ~~CAPInnoVet,~~on ~~Inc.~~allegedly ~~transaction.~~false ~~Finally,~~and inmisleading ~~the~~public ~~third~~statements ~~quarter~~and ofomissions ~~fiscal~~by ~~year~~defendants ~~2025,~~during the ~~Company~~period ~~reversed~~January a5, ~~liability~~2023 ofthrough ~~$930~~June ~~related~~3, 2025 relating to athe ~~contingent~~integration ~~liability~~of ~~that~~the ~~was~~3M ~~recorded~~business asinto ~~part~~Neogen. The ofcomplaint ~~the~~seeks, ~~Corvium~~among other things, ~~Inc.~~unspecified ~~transaction.~~monetary ~~The~~damages, ~~final~~reasonable ~~milestone~~costs ~~payment~~and ~~was~~expenses ~~not~~and/or ~~achieved,~~other ~~resulting~~relief inas adeemed ~~full~~appropriate ~~reversal~~by ofthe Court. Defendants have not yet responded to the ~~liability~~complaint.

InOn August 27, 2025, the ~~third~~Company, ~~quarter~~John ofAdent, ~~fiscal~~Steven ~~year~~J. ~~2024~~Quinlan, ~~the~~James ~~Company~~C. ~~received~~Borel, $1William T. Boehm,~~265~~ ofRonald ~~business~~D. ~~interruption~~Green, ~~insurance~~Ralph ~~proceeds~~A. ~~relating~~Rodriguez, toJames ~~fire~~P. ~~damage~~Tobin, ~~that~~Darci ~~occurred~~L. Vetter, and Catherine E. Woteki were named in a putative class action filed in Minnesota’s Second Judicial District for Ramsey County. The complaint asserts claims under Sections 11, 12(a)(2), and 15 of the ~~fourth~~Securities ~~quarter~~Act of ~~fiscal~~1933 ~~year~~based ~~2023~~on atallegedly ~~one~~false ofand ~~our~~misleading ~~Animal~~public ~~Safety~~statements ~~lab~~by ~~facilities~~defendants in the offering materials issued in connection with the 2022 transaction in which Neogen acquired 3M’s Food Safety Business. The ~~proceeds~~complaint ~~were~~seeks, ~~recorded~~among ~~within~~other ~~Cost~~things, ofunspecified ~~Revenues~~monetary indamages, reasonable costs and expenses, recission, and/or such other equitable or injunctive relief as deemed appropriate by the ~~condensed~~Court. ~~consolidated~~Defendants ~~statements~~have ofnot ~~operations~~yet responded to the complaint.

~~The~~Stockholder Company is subject to certain legal and other proceedings in the normal course of business that, in the opinion of management, are not expected to have a material effect on its future results of operations or financial position. Demands

On August 13 and August 15, 2025, the Company received two separate stockholder litigation demands requesting that the Board investigate the allegations in the Federal Action and pursue claims on the Company’s behalf based on those allegations. On October 4, 2025, the Board established a litigation committee to consider and investigate the demands.

The Company intends to vigorously defend the matters. Given the uncertainty of litigation and the preliminary stage of the cases, we cannot estimate the reasonably possible loss or range of loss that may result from the actions.

Other than the shareholder items noted above, we are subject to certain legal and other proceedings that, in the opinion of management, are not expected to have a material effect on our financial statements.

910. DERIVATIVES AND FAIR VALUE

Derivatives

~~The~~We ~~Company~~operate ~~operates~~globally ~~on a global basis~~ and isare exposed to ~~the~~market ~~risk~~risks ~~that~~arising ~~its~~from ~~financial~~fluctuations ~~condition, results of operations and cash flows could be adversely affected by changes~~ in foreign currency exchange rates and ~~changes in~~ interest rates. ToAs ~~reduce~~part ~~the potential effects~~ of ~~foreign~~our ~~currency~~financial ~~exchange~~risk ~~rate~~management ~~movements on net earnings~~strategy, ~~the~~we ~~Company~~use ~~enters into~~ derivative financial instruments into ~~the form of foreign currency exchange forward contracts with major financial institutions and has also entered into interest rate swap contracts as a~~ hedge exposure ~~against~~to ~~changes~~variability in interest rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. On the date the derivative is established, the Company designates the derivative as a cash ~~flow~~flows ~~hedge~~associated ~~or as an economic hedge in accordance~~ with ~~its~~these ~~established~~market ~~policy~~risks. ~~Each~~These ~~reporting~~instruments ~~period, derivatives~~ are ~~recorded~~used atsolely ~~fair~~for ~~value~~risk inmanagement ~~other~~purposes; ~~current~~We ~~assets,~~do ~~other~~not ~~assets,~~engage ~~accrued liabilities and other long-term liabilities. The change~~ in ~~fair~~derivative ~~value is recorded in accumulated other comprehensive loss, and amounts are reclassified into earnings on the condensed consolidated statements of operations when~~ transactions are realized. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding adjustment to earnings. The Company does not enter into derivative financial instruments for trading or speculative purposes.

Derivatives Not Designated as Hedging Instruments

~~The~~We ~~Company~~have ~~forecasts~~entered ~~its~~into ~~net~~non-designated ~~exposure~~foreign incurrency ~~various~~forward ~~receivables~~contracts ~~and payables~~ to ~~fluctuations~~manage inforeign ~~the~~currency ~~value~~balance ofsheet ~~various~~risk ~~currencies,~~associated ~~and~~with ~~has~~intercompany ~~entered~~loans ~~into~~and aother ~~number of~~ foreign currency ~~forward~~denominated ~~contracts~~assets ~~each~~and ~~month to mitigate that exposure~~liabilities. These contracts are recorded net at fair value on our consolidated balance sheets, classified as Level 2 in the fair value hierarchy. ~~Gains and losses from these contracts are recognized in Other, net in our condensed consolidated statements of operations.~~ The notional amount of forward contracts in place was $8050,~~254~~911 and $7065,~~315~~023 as of ~~February~~August 2831, 2025 and May 31, ~~2024~~2025, respectively, and consisted of economic hedges of transactions up to ~~April~~October 2025.

Fair Value of Derivatives Not Designated as Hedging Instruments		Balance Sheet Location		~~February~~August 2831, 2025				May 31, ~~2024~~2025
Foreign currency forward contracts, net		Other current assets (liabilities)		$	~~350~~123			$	~~265~~(407	)

The location and amount of gains (losses) from derivatives not designated as hedging instruments in our condensed consolidated statements of operations were as follows:

		Three months ended February 28/29,
		Three months ended August 31,
Derivatives Not Designated as Hedging Instruments	Location in statements of operations	2025			2024
Foreign currency forward contracts	Other, net	$	~~(57~~133	)	$	~~150~~634

		Nine months ended February 28/29,
Derivatives Not Designated as Hedging Instruments	Location in statements of operations	2025			2024
Foreign currency forward contracts	Other, net	$	(342	)	$	(391	)

Derivatives Designated as Hedging Instruments

In November 2022, ~~the~~we ~~Company~~ entered into a receive-variable, pay-fixed interest rate swap agreement with a $250,000 notional value, which is designated as a cash flow hedge. In accordance with the agreement, the notional value decreased to $200,000 in November 2024. This agreement fixed a portion of the variable interest due on our term loan facility, with an effective date of December 2, 2022 and a maturity date of June 30, 2027. Under the terms of the agreement, ~~the~~we ~~Company~~pay ~~pays~~ a fixed interest rate of 4.215%, plus an applicable margin ranging between ~~150~~137.5 to ~~225~~175 basis points and receive a variable rate of interest based on term SOFR from the counterparty, which is reset according to the duration of the SOFR term. ~~The~~We ~~fair~~expect ~~value of the interest rate swap as of February 28, 2025 and May 31, 2024 was a net (liability) asset of ($1,355) and $2,451, respectively. The Company expects~~ to reclassify a $~~155~~580 loss of accumulated other comprehensive income into earnings in the next 12 months.

We record the fair value of our interest rate swaps on a recurring basis using Level 2 observable market inputs for similar assets or liabilities in active markets.

Fair Value of Derivatives Designated as Hedging Instruments	Balance Sheet Location	~~February~~August 2831, 2025			May 31, ~~2024~~2025
Interest rate swap – current	(Other current liabilities~~) Prepaid expenses and other current assets~~	$	(~~205~~764	)	$	~~2,222~~(369	)
Interest rate swap – non-current	Other (non-current liabilities~~) non-current assets~~	$	(1,~~150~~426	)	$	~~229~~(1,290	)

Fair Value of Financial Instruments

Fair value measurements are determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants exclusive of any transaction costs. ~~The~~We ~~Company~~utilize ~~utilizes~~ a fair value hierarchy based upon the observability of inputs used in valuation techniques as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying amounts of the Company’s financial instruments other than cash equivalents and marketable securities, which include accounts receivable and accounts payable, approximate fair value based on either their short maturity or current terms for similar instruments. 14

15The carrying amounts of our financial instruments other than cash equivalents and marketable securities, which include accounts receivable and accounts payable, approximate fair value based on either their short maturity or current terms for similar instruments.

1011. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss changes by component, net of related tax, were as follows:

	Three months ended February 28/29,						Nine months ended February 28/29,
	Three months ended August 31,
	2025			2024			~~2025~~			~~2024~~
Accumulated other comprehensive loss, beginning balance	$	(4428,~~745~~898	)	$	(2530,~~128~~021	)	$	~~(30,021~~	)	$	~~(33,251~~	)
Foreign currency translation adjustment
Balance at beginning of period	$	(4427,~~002~~637	)	$	(2531,~~607~~885	)	$	~~(31,885~~	)	$	~~(30,285~~	)
Other comprehensive (loss) gain before reclassifications		(2,658	)		(4,561	)		(14,775	)		117
Other comprehensive gain before reclassifications		5,916			2,459
Balance at end of period	$	(46,660	)	$	(30,168	)	$	(46,660	)	$	(30,168	)
Amounts reclassified from accumulated other comprehensive loss		(99	)		-
Marketable securities
Balance at end of period	$	(21,820	)	$	(29,426	)
Balance at beginning of period	$	-		$	(87	)	$	-		$	(927	)
Fair value of derivatives change
Other comprehensive loss before reclassifications		-			-			-			-
Balance at beginning of period	$	(1,261	)	$	1,864
Amounts reclassified from accumulated other comprehensive loss		-			77			-			917
Other comprehensive loss before reclassifications		(319	)		(3,271	)
Balance at end of period	$	-		$	(10	)	$	-		$	(10	)
Amounts reclassified from accumulated other comprehensive loss		(85	)		(588	)
Fair value of derivatives change
Balance at end of period	$	(1,665	)	$	(1,995	)
Balance at beginning of period	$	(743	)	$	566		$	1,864		$	(2,039	)
Accumulated other comprehensive loss, ending balance	$	(23,485	)	$	(31,421	)
Other comprehensive (loss) gain before reclassifications		(170	)		731			(1,797	)		4,439
Amounts reclassified from accumulated other comprehensive loss		(117	)		(592	)		(1,097	)		(1,695	)
Balance at end of period	$	(1,030	)	$	705		$	(1,030	)	$	705
Accumulated other comprehensive loss, ending balance	$	(47,690	)	$	(29,473	)	$	(47,690	)	$	(29,473	)

1112. SUBSEQUENT EVENTS

OnIn ~~April~~September 4, 2025, ~~Neogen~~management ~~Food~~approved ~~Safety~~a ~~Corporation~~plan ~~entered into the Amendment No. 1 and Refinancing Amendment~~ to ~~Credit~~reduce ~~Agreement~~approximately ~~(the~~10% ~~“Refinancing~~of ~~Amendment”),~~its ~~which~~headcount ~~amended~~as ~~the~~part ~~existing credit agreement, dated June 30, 2022. The Refinancing Amendment, among other things, provides for (i) a new tranche~~ of ~~senior secured term loans in~~ an ~~aggregate~~organizational ~~principal~~restructuring ~~amount~~focused ofon ~~$450,000~~improving ~~(the~~operational ~~“2025~~efficiency ~~Term Loans”)~~ and ~~(ii)~~financial ~~a revolving credit facility in an aggregate principal amount of $250,000, against which $100,000 has been drawn (the “2025 Revolving Facility”)~~performance. The ~~2025~~actions ~~Term~~were ~~Loans~~implemented ~~will~~at ~~mature on April 4, 2030. The 2025 Revolving Facility will terminate on~~ the ~~earlier~~end of ~~April 4~~September, ~~2030,~~resulting orin ~~the~~expected ~~date~~employee onseparation ~~which~~benefits ~~the~~of ~~revolving~~approximately ~~commitments under the 2025 Revolving Facility are terminated~~$6. ~~The~~75 ~~Refinancing~~million ~~Amendment~~- ~~lowered the spread on the term loan and revolver facility borrowings from 2~~$7.~~35%~~25 ~~to 1~~million.~~75%~~ ~~based~~These onbenefits aare ~~net~~expected ~~leverage ratio being greater than 3.0~~ to ~~1.0.~~be ~~The~~paid ~~other~~during ~~terms and conditions of~~ the ~~loan~~three ~~term~~months ~~agreement~~ended ~~remain~~November ~~substantially~~30, ~~unchanged~~2025.

On April 9, the Company announced that John Adent, the Company’s Chief Executive Officer ("CEO") and President, will be stepping down. Mr. Adent will continue to serve in his existing roles as CEO and President and as a member of the Company’s Board of Directors until his successor has been appointed. Mr. Adent and the Company entered into a CEO transition agreement (the “Transition Agreement”) in connection with the transition of Mr. Adent’s role with the Company. Pursuant to the terms of the Transition Agreement, following the appointment of his successor and until October 31, 2025 (the “Separation Date”), Mr. Adent will continue to be employed by the Company as a Special Advisor to the Board and to the Company’s new CEO. 15

Pursuant to the terms of the Transition Agreement, Mr. Adent will continue to participate in the Company’s benefit plans and receive his base salary until the Separation Date. Mr. Adent will remain entitled to receive his annual bonus for fiscal year 2025 and will be eligible to earn a pro-rata annual bonus for fiscal year 2026, with any payment amount prorated based on the number of days from the start of the 2026 fiscal year through the Separation Date. Mr. Adent’s outstanding equity incentive awards will be treated in accordance with their terms through the Separation Date. In addition, any stock option awards that are vested as of the Separation Date will remain exercisable for three years following the Separation Date or, if earlier, the full-term expiration of the stock option award. Mr. Adent will not be eligible for any grants of new equity after the date of the Transition Agreement. After the Separation Date, Mr. Adent will receive the severance compensation and benefits provided under and on terms substantially consistent with his current severance letter agreement consistent with a termination without cause; subject to him entering into a release of certain employment claims against the Company as required by the severance letter agreement.

PART I – FINANCIAL INFORMATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations contains both historical financial information and forward-looking statements. Neogen does not provide forecasts of future financial performance. While management is optimistic about ~~the~~our ~~Company’s~~ long-term prospects, historical financial information may not be indicative of future financial results.

Safe Harbor and Forward-Looking Statements

Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are made throughout this Quarterly Report on Form 10-Q, including statements relating to management’s expectations regarding new product introductions; the adequacy of our sources for certain components, raw materials and finished products; and our ability to utilize certain inventory. For this purpose, any statements contained herein that are not statements of historical fact are deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are intended to provide our current expectations or forecasts of future events; are based on current estimates, projections, beliefs, and assumptions; and are not guarantees of future performance. Actual events or results may differ materially from those described in the forward-looking statements. There are a number of important factors that could cause Neogen’s results to differ materially from those indicated by such forward-looking statements, including many factors beyond our control. Factors that could cause actual results to differ from those contained within forward-looking statements include (without limitation) the continued integration of the 3M food safety business and the realization of the expected benefits from that acquisition; the relationship with and performance of our transition manufacturing partner; our ability to adequately and timely remediate certain identified material weaknesses in our internal control over financial reporting; competition; recruitment and retention of key employees; impact of weather on agriculture and food production; global business disruption caused by the Russia invasion in Ukraine and related sanctions and ~~the~~ conflict in the Middle East; identification and integration of acquisitions; research and development risks; intellectual property protection; increasing and developing government regulation; and other risks detailed from time to time in ~~the~~our ~~Company’s~~ reports on file at the Securities and Exchange Commission, including this Quarterly Report on Form 10-Q.

In addition, any forward-looking statements represent management’s views only as of the date this Quarterly Report on Form 10-Q was first filed with the Securities and Exchange Commission and should not be relied upon as representing management’s views as of any subsequent date. Except to the extent legally required to do so, ~~the~~we ~~Company~~ specifically disclaims any obligation to update forward-looking statements, even if ~~its~~our views change.

Trends and Uncertainties

In ~~prior~~recent years, ~~production was negatively impacted by broad supply chain challenges and labor market disruptions. Additionally,~~ input cost inflation, including increases in certain raw materials, negatively impacted operating results. InAlthough ~~fiscal~~the ~~year 2024, despite a slowing~~ rate of inflation has eased, ~~there~~we ~~were~~continued to face economic headwinds, ofincluding softening consumer demand, ~~and~~elevated ~~higher~~ interest rates, ~~coupled~~and ~~with~~ ongoing geopolitical ~~tension~~tensions in certain regions.

~~Interest~~Elevated interest rates have ~~risen~~led ~~sharply,~~to ~~particularly~~higher inborrowing ~~fiscal~~costs ~~year~~and ~~2023,~~an asincreased aoverall ~~way~~cost of capital. In response to ~~combat~~the ~~inflation.~~historically ~~This~~high ~~increased~~inflationary ~~our~~environment, ~~borrowing~~we ~~costs~~took ~~and~~pricing ~~raised~~actions to mitigate the ~~overall~~impacts ~~cost~~on ofthe ~~capital~~business in prior fiscal years. Although the federal funds rate was reduced in ~~2024~~recent fiscal years and ~~there~~we ~~are~~have ~~indications~~refinanced ofour ~~future~~Term ~~rate~~Loan ~~cuts~~and revolving line of credit, the overall interest rate we pay on our Credit Facilities remains higher than when the debt was incurred ~~in 2022~~, which increases interest expense on the unhedged portion of our Term Loan. In response to the historically high inflationary environment, we took pricing actions to mitigate the impacts on the business in the prior two fiscal years. The impact of inflation continues to affect us in the current fiscal year, although at a lower rate compared to prior fiscal years.

Beginning in the first half of fiscal year 2024, we implemented a new enterprise resource planning system and exited our transition ~~distribution~~service agreements with 3M, which led to certain shipment delays and an elevated backlog of open orders, specifically in the Food Safety segment. At the conclusion of fiscal year 2024, order fulfillment issues were largely resolved, however, the impact of lost market share stemming from these fulfillment issues ~~has~~ continued in fiscal year 2025. Also in fiscal year 2025, we ~~have~~experienced an elevated amount of inventory write-offs, particularly in the fourth quarter, due, in part, to expiration of certain inventory held at our international locations stemming from supply chain and distribution challenges in fiscal year 2024. Further, in fiscal year 2025, we experienced negative impacts from delays in restarting full production of our sample collection product line, which we relocated from 3M into a Neogen facility. ~~However,~~In at the ~~end~~second ofhalf ~~the third quarter~~ of ~~this~~ fiscal year 2025, weproduction ~~resolved~~increased ~~these~~to ~~delays,~~the ~~with~~prior ~~production~~normal ~~having~~levels, but

1816

~~returned~~with tosignificant ~~the~~production ~~prior normal levels~~inefficiencies. ~~With~~These aproduction ~~change~~inefficiencies continued in ~~administration~~first inquarter of fiscal year ~~2025~~2026, ~~there~~with ~~has been an economic policy shift towards increasing tariffs, which in turn has led and could lead to further retaliatory tariffs. These have~~ the ~~potential~~expectation tothat ~~negatively~~they ~~impact~~will ~~our~~be ~~international~~reduced ~~sales,~~continuously asthroughout the ~~majority~~fiscal ~~of our purchases and production is done within the U~~year.S.

~~Although~~With wea ~~have~~change ~~no operations~~ in oradministration ~~direct exposure to Russia, Belarus or Ukraine, we have experienced intermittent shortages~~ in ~~materials~~fiscal ~~and~~year ~~increased costs for transportation~~2025, ~~energy~~there ~~and~~has ~~raw~~been ~~materials~~an ~~due,~~economic inpolicy ~~part,~~shift totowards ~~the~~increasing ~~negative impact of the Russia-Ukraine military conflict~~tariffs, which ~~began~~ in ~~February~~turn ~~2022,~~has onled ~~the~~and ~~global~~could ~~economy.~~lead ~~Our~~to ~~European~~further ~~operations~~retaliatory ~~and~~tariffs. ~~customer~~These ~~base~~ have ~~been~~and ~~negatively~~may ~~impacted~~continue byto ~~the~~increase ~~conflict.~~our ~~Similarly,~~costs ~~the~~on ~~military~~materials ~~conflicts~~imported ininto the ~~Middle East have increased overall geopolitical tensions~~U.S. Asand ~~the~~also ~~respective~~increase ~~conflicts~~costs ~~continue~~and ornegatively ~~worsen,~~impact ~~they~~sales ~~may~~from ~~further impact~~ our ~~business~~international locations, ~~financial~~which ~~condition~~primarily orsell ~~results~~U.S. ofmanufactured ~~operations throughout fiscal year 2025~~products.

Within the Food Safety industry, the end market generally continues to ~~have~~experience a lower level of food production, ~~partly~~largely due to the cumulative effect of the significant recent inflation, particularly in food prices. However, there ~~has~~have ~~generally~~ been ~~gradual~~signs ~~end~~of ~~market~~sequential improvement ~~that~~from ~~has~~prior ~~coincided~~quarters ~~with~~related anto ~~increasing focus on~~ food ~~safety~~production ~~from both consumers and regulators~~volumes. Within Animal Safety, the end market is at or near cyclical lows. As a result, we are optimistic about potential future revenue growth in the segment, particularly if the distribution channel begins to meaningfully restock inventory.

~~The~~In fiscal year 2025, restructuring actions ~~undertaken~~ in our genomics business ~~have~~led ~~resulted~~to ~~in the~~ voluntary ~~attrition of~~ revenue attrition, following ~~the~~our strategic shift ~~in focus already made~~ away from smaller production animals. A portion of our genomics business also serves the companion animal market, which has been experiencing weakness recently, primarily due to the impact of continued inflation, a lower number of pet adoptions, and a higher level of customer in-sourcing.

We continue to evaluate the nature and extent toof ~~which~~ these issues and their impact our business, including consolidated results of operations, financial condition and liquidity. We expect these issues to continue to impact us ~~throughout~~in ~~the remainder of~~ fiscal year ~~2025~~2026.

Critical Accounting Estimates

During the second quarter of fiscal year 2025, we incurred a goodwill impairment charge of $461.4 million associated with our Food Safety reporting unit. Subsequent to the goodwill impairment charge, the fair value of this reporting unit approximated its carrying value. The fair value of the reporting unit is estimated based on a combination of an income approach, which utilizes discounted cash flows and a market approach, which utilizes pricing multiples derived from an analysis of comparable public companies multiplied against historical and/or anticipated financial metrics of the reporting unit. The rate used to discount the cash flows under the income approach was 10.0%. These calculations contain uncertainties as they require management to make assumptions including, but not limited to, market comparables, future cash flows of the reporting unit, and appropriate discount and long-term growth rates.

A decline in the actual cash flows of the Food Safety reporting unit in future periods, as compared to the projected cash flows used in the valuation, could result in the carrying value of this reporting unit exceeding its fair value. Further, a change in market comparables, discount rate or long-term growth rate, as a result of a change in economic conditions or otherwise could result in the carrying value of this reporting unit exceeding its fair value, which would result in an additional impairment charge.

Our critical accounting estimates are included in our Annual Report on Form 10-K for the year ended May 31, 2024 and did not materially change during the three months ended February 28, 2025.

Executive Overview

	Three months ended February 28/29,									Nine months ended February 28/29,
	Three months ended August 31,
	2025			2024			Increase / (Decrease)			~~2025~~			~~2024~~			~~Increase / (Decrease)~~
Total Revenues	$	~~220~~209,~~980~~189		$	~~228~~216,~~812~~964		$	(7,~~832~~775	)	$	~~669,202~~		$	~~687,428~~		$	~~(18,226~~	)
Cost of Revenues		~~110~~114,~~715~~219			~~111~~112,~~929~~038			(12,~~214~~181	)		~~340,681~~			~~337,010~~			~~3,671~~
Gross Profit		~~110~~94,~~265~~970			~~116~~104,~~883~~926			(69,~~618~~956	)		~~328,521~~			~~350,418~~			~~(21,897~~	)
Operating Expenses
Sales and marketing		4445,~~595~~048			4745,~~920~~799			(~~3,325~~751	)		~~136,939~~			~~138,535~~			~~(1,596~~	)
General and administrative		5560,~~782~~888			5251,~~087~~671			39,~~695~~217			~~165,224~~			~~148,929~~			~~16,295~~
Goodwill impairment		—			—			—			461,390			—			461,390
Research and development		5,125			5,199			(74	)
Research and development		4,473			4,853			(380	)		14,780			17,331			(2,551	)
Total Operating Expenses		111,061			102,669			8,392
Total Operating Expenses		104,850			104,860			(10	)		778,333			304,795			473,538
Operating (Loss) Income		(16,091	)		2,257			(18,348	)
Operating Income (Loss)		5,415			12,023			(6,608	)		(449,812	)		45,623			(495,435	)
Other Income (Expense)
Other Expense
Interest income		918			993			(75	)
Interest income		699			1,612			(913	)		2,466			5,265			(2,799	)
Interest expense		(16,442	)		(18,615	)		2,173
Interest expense		(17,737	)		(18,285	)		548			(54,493	)		(54,773	)		280
Gain on sale of business		76,390			—			76,390
Other expense, net		1,896			(1,172	)		3,068			(69	)		(4,021	)		3,952
Other, net		(967	)		(244	)		(723	)
Total Other Expense		(15,142	)		(17,845	)		2,703			(52,096	)		(53,529	)		1,433
Total Other Income (Expense)		59,899			(17,866	)		77,765
Loss Before Taxes		(9,727	)		(5,822	)		(3,905	)		(501,908	)		(7,906	)		(494,002	)
Income (Loss) Before Taxes		43,808			(15,609	)		59,417
Income Tax Expense (Benefit)		17,~~230~~470			(3,~~800~~000	)		510,~~030~~470			~~(22,060~~	)		~~(3,900~~	)		~~(18,160~~	)
Net Loss	$	(10,957	)	$	(2,022	)	$	(8,935	)	$	(479,848	)	$	(4,006	)	$	(475,842	)
Net Income (Loss)	$	36,338		$	(12,609	)	$	48,947

Results of Operations

Revenues

Revenue decreased $7.8 million during the three months ended ~~February~~August 2831, 2025 compared to the three months ended ~~February~~August 2931, 2024. The decrease ~~included~~includes a $79.16 million unfavorable ~~foreign~~impact ~~exchange~~due ~~rate~~to ~~impact~~divestitures and adiscontinued ~~$1.2~~product ~~million~~lines, ~~unfavorable~~primarily ~~impact~~from ~~due~~the todivestiture ~~discontinued~~of ~~product~~our ~~lines~~Cleaners & Disinfectants business, offset by a $1.1 million favorable foreign exchange rate impact and $0.57 million of growth in the business. The increase in the business was driven by ~~new~~higher sales inof ~~the~~insect ~~food~~control ~~quality~~products and ~~nutritional~~genomics ~~analysis~~services, ~~product line paired with~~ continued strength in ~~indicator~~the ~~testing~~pathogen ~~and~~detection ~~pathogens~~ product ~~lines.~~line, ~~These~~and ~~were partially offset by reduced sales of~~ sample collection products ~~due to production constraints~~, ~~lower~~as ~~genomics~~we ~~volume~~reduced ~~due~~our ~~primarily~~backlog. toThese ~~weakness~~increases ~~in the companion animal market and a decline in sales of veterinary instruments, which have been impacted by tariffs.~~ were

Revenue decreased $18.2 million during the nine months ended February 28, 2025 compared to the nine months ended February 29, 2024. The decrease included a $21.9 million unfavorable foreign exchange rate impact and a $1.8 million unfavorable impact due to discontinued product lines, offset by $5.5 million of growth in the business. The year-to-date increase was driven by continued strength in indicator testing paired with new sales in the food quality and nutritional analysis product line. These increases were partially offset by production constraints within the sample collection product line and lower genomics volume, which was impacted by a shift to focus on large production animals and weakness in the companion animal market.17

20offset by lower sales of Petrifilm, rodent control products, natural toxins test kits, and a decline in sales of veterinary instruments, which have been negatively impacted by tariffs. The lower level of Petrifilm sales compared to the prior year period was due primarily to channel inventory rebalancing related to switching distributors in Asia and the normalization of buying patterns at a large distributor in the U.S.

Service Revenue

Service revenue, which consists primarily of genomics services provided to animal production and companion animal markets, was $2425.51 million ~~and $72.6 million~~ during the three ~~and nine~~ months ended ~~February~~August 2831, 2025 and $2624.64 million ~~and $77.0 million~~ during the three ~~and nine~~ months ended ~~February~~August 2931, 2024~~, respectively~~. The ~~decrease~~increase ~~in the three and nine months ended February 28, 2025~~ was ~~primarily~~mainly due to ~~lower~~higher ~~genomics~~revenue ~~sales into the companion animal market, as well as lower sales into the domestic poultry market, primarily due to a shift~~ in ~~focus towards large production animals, offset by an increase in~~ genomics ~~sales into beef markets~~services.

International Revenue

International sales were $~~105~~107.61 million ~~and $335.7 million~~ during the three ~~and nine~~ months ended ~~February~~August 2831, 2025 and $~~104~~112.6 million ~~and $338.6 million~~ during the three ~~and nine~~ months ended ~~February~~August 2931, 2024, respectively. The ~~increase~~decrease during the three months ended ~~February~~August 2831, 2025 was ~~driven~~primarily bydue ~~increases~~to in the ~~Latin American~~divestiture ~~countries,~~of ~~partially~~our ~~offset~~Cleaners by& aDisinfectants ~~$7.1 million currency headwind and decreases in the Europe region. The decrease during the nine months ended February 28~~business, ~~2025 was due to $21.9 million of currency headwinds,~~ partially offset by ~~an increase in the Latin American countries and to~~ a ~~lesser~~$1.1 ~~extent,~~million ~~countries~~favorable ~~within~~foreign ~~Asia~~exchange ~~Pacific~~rate ~~and Europe~~impact.

Gross Margin

Gross margin was 4945.94% ~~and 49.1%~~ during the three ~~and nine~~ months ended ~~February~~August 2831, 2025 and 5148.14% ~~and 51.0%~~ during the three ~~and nine~~ months ended ~~February~~August 2931, 2024, respectively. The decrease in margin ~~during the three month period~~ was primarily due to lower sales volume, ~~and~~higher tariff costs, higher manufacturing costs related to our sample collection product line., ~~The~~inventory ~~decrease~~write-offs inand ~~margin~~duplicative ~~during the nine month period was primarily due to higher freight~~ costs inas ~~the~~we ~~current~~prepare ~~year and $4.6 million of restructuring charges. Additionally, a sales decline in the first and third quarters contributed~~ to ~~lower~~manufacture ~~gross~~Petrifilm ~~margin~~products ~~for the year-to-date period~~internally.

Operating Expenses

Sales and Marketing

Sales and marketing expenses were $4445.60 million ~~and $136.9 million~~ during the three ~~and nine~~ months ended ~~February~~August 2831, 2025 and $4745.98 million ~~and $138.5 million~~ during the three ~~and nine~~ months ended ~~February~~August 2931, 2024, respectively. ~~While~~The wedecline ~~experienced~~was ~~higher~~primarily ~~shipping~~due ~~costs~~to inlower ~~the~~outbound ~~current~~shipping ~~year,~~costs asand wereduced ~~took~~costs ~~over~~associated ~~distribution~~with ~~of FSD products from 3M during~~ the ~~second~~divested Cleaners and ~~third~~Disinfectants ~~quarters of the prior fiscal year~~business, ~~these increased costs were more than~~ offset by aheadcount ~~decrease in fees paid to 3M for distribution services and lower royalty expense~~costs.

General and Administrative

General and administrative expenses were $5560.89 million ~~and $165.2 million~~ during the three ~~and nine~~ months ended ~~February~~August 2831, 2025 and $5251.17 million ~~and $148.9 million~~ during the three ~~and nine~~ months ended ~~February~~August 2931, 2024, respectively. ~~For~~The ~~the~~increase ~~Food~~is ~~Safety segment, increases compared to the prior year comparable periods were~~ driven by ahigher ~~fixed~~corporate ~~asset impairment charge of $2.1 million. For the Animal Safety segment, an increase in~~ expense ~~for~~associated ~~the full year was attributable to restructuring charges, which included $6.9 million of charges that were~~ primarily ~~incurred~~with intransformation ~~the~~initiatives ~~second quarter of the current fiscal year. Corporate expense has increased primarily due to additional headcount~~ and ~~higher~~transaction costs ~~associated with our prior year enterprise resource planning system implementation~~.

General and administrative expenses include amortization expense relating to definite-lived intangible assets of $23.30 million and $7023.46 million during the three ~~and nine~~ months ended ~~February~~August 2831, 2025 and ~~$23.7~~August ~~million and $71.1 million during the three and nine months ended February 29~~31, 2024, respectively. Estimated amortization expense for fiscal ~~years~~year ~~2025~~2026 through ~~2029~~2030 is expected to be in the range of approximately $9089 million to $9694 million ~~per year~~.

Goodwill Impairment

During the nine months ended February 28, 2025, goodwill impairment charges were $461.4 million. There were no goodwill impairment charges recorded during the prior year comparable period.

Research and Development

Research and development expense was $4.5 ~~million and $14~~.81 million during the three ~~and nine~~ months ended ~~February~~August 2831, 2025 and $45.92 million ~~and $17.3 million~~ during the three ~~and nine~~ months ended ~~February~~August 2931, 2024, respectively. The decrease during the three ~~and nine~~ months ended ~~February~~August 2831, 2025 is primarily the result of lower contracted services and employee costs ~~in the Food Safety segment, as we continue to realize synergies in certain areas from the 3M FSD business~~.

Other Income/Expense

Other ~~expense~~income was $1559.19 million ~~and $52.1 million~~ during the three months ended ~~February~~August 2831, 2025 and ~~$17.8~~other ~~million~~expense ~~and~~was $5317.59 million during the three ~~and nine~~ months ended ~~February~~August 2931, 2024, respectively. The ~~decrease~~income in ~~expense during both comparable periods was due to a gain related to a settlement regarding~~ the ~~Company's~~current ~~prior~~period ~~acquisition of certain fixed assets. The decrease in expense~~ was ~~also~~primarily driven by ~~lower~~a ~~interest expense during both comparable periods~~$76.4 ~~The~~million ~~lower~~gain ~~interest~~recognized ~~expense~~on ~~was~~the asale ~~result~~ of our ~~interest~~Cleaners ~~rate~~& ~~swap~~Disinfectants ~~instrument.~~business, ~~These favorable impacts were partially~~ offset by ~~a reduction in interest income associated with our money market portfolio.~~

$16.4 million of interest expense. The $2.2 million decrease in interest expense compared to the first quarter of the prior fiscal year was due to lower interest costs as a result of our Term Loan refinancing in April 2025.

Provision for Income Taxes

Income tax expense was $17.25 million during the three months ended ~~February~~August 2831, 2025 ~~and income tax benefit was $22.1 million during the nine months ended February 28, 2025~~ compared to income tax benefit of $3.80 million ~~and $3.9 million~~ during the three ~~and nine~~ months ended ~~February~~August 2931, 2024. ~~Income~~The net tax expense for the ~~quarter~~three ismonths ~~related~~ended toAugust ~~changes~~31, in2025, ~~the Company’s forecasted pre-tax income using an estimated annualized effective tax rate. The net tax benefit for the nine month period~~ is primarily related to pre-tax ~~losses~~income due to ~~amortization~~gains expense and interest expense from the 3M FSD acquisition as well as an income tax benefit of $9.2 million associated with goodwill impairment charges. The Organization for Economic Cooperation and Development (“OECD”) Pillar 2 global minimum tax rules, which generally provide for a minimum effective tax rate of 15%, are intended to apply for tax years beginning in 2024. We are closely monitoring developments and evaluating the impact these new rules will have on ~~our tax rate, including eligibility to qualify for certain safe harbors. Where no safe harbor is met, we have included in our income tax for~~ the ~~three~~sale ~~and nine months ended February 28, 2025, a forecasted amount~~ of ~~“top-up” tax for~~ our ~~foreign~~Cleaners ~~subsidiaries~~& asDisinfectants ~~required under the applicable rules of the countries that have adopted the Pillar Two directives~~business.

Segment Results of Operations

	Three months ended February 28/29,
	Three months ended August 31,
	2025			2024			Increase / (Decrease)			% Change
Food Safety	$	152,731		$	157,754		$	(5,023	)		(3	)%
Food Safety Revenue	$	152,050		$	159,345		$	(7,295	)		(5	)%
Animal Safety		68,249			71,058			(2,809	)		(4	)%
Animal Safety Revenue		57,139			57,619			(480	)		(1	)%
Total Revenues	$	~~220~~209,~~980~~189		$	~~228~~216,~~812~~964		$	(7,~~832~~775	)		(34	)%
Food Safety	$	19,315		$	15,915		$	3,400			21	%
Food Safety Operating Income	$	7,091		$	17,905		$	(10,814	)		(60	)%
Animal Safety		6,750			14,781			(8,031	)		(54	)%
Animal Safety Operating Income		4,472			2,589			1,883			73	%
Segment Operating Income	$	2611,~~065~~563		$	3020,~~696~~494		$	(48,~~631~~931	)		(1544	)%
Corporate		(2027,~~650~~654	)		(18,~~673~~237	)		(19,~~977~~417	)		1152	%
Operating Income	$	5,415		$	12,023		$	(6,608	)		(55	)%
Operating Loss (Income)	$	(16,091	)	$	2,257		$	(18,348	)		(813	)%

	Nine months ended February 28/29,
	2025			2024			Increase / (Decrease)			% Change
Food Safety	$	476,314		$	488,435		$	(12,121	)		(2	)%
Animal Safety		192,888			198,993			(6,105	)		(3	)%
Total Revenues	$	669,202		$	687,428		$	(18,226	)		(3	)%
Food Safety	$	(399,578	)	$	62,485		$	(462,063	)		(739	)%
Animal Safety		8,977			30,876			(21,899	)		(71	)%
Segment Operating (Loss) Income	$	(390,601	)	$	93,361		$	(483,962	)		(518	)%
Corporate		(59,211	)		(47,738	)		(11,473	)		24	%
Operating (Loss) Income	$	(449,812	)	$	45,623		$	(495,435	)		(1086	)%

Revenues

Revenue for the Food Safety segment decreased $57.03 million during the three months ended ~~February~~August 2831, 2025 compared to the three months ended ~~February~~August 2931, 2024. The decrease was primarily due to $65.9 million of ~~currency~~discontinued ~~headwind~~products and the divestiture of our Cleaners & Disinfectants business and a $02.57 million ~~from~~decline ~~discontinued~~in ~~product~~the ~~lines~~business, partially offset by $21.43 million offavorable ~~growth~~currency ~~in the business~~impact. The ~~increase~~decrease in the business was driven by ~~new~~a decline ~~sales~~ in ~~the~~indicator ~~food~~sales ~~quality~~due ~~and~~to ~~nutritional~~channel ~~analysis~~inventory ~~product~~rebalancing ~~line~~related ~~and~~to ~~strong~~switching ~~sales~~distributors in ~~the~~Asia ~~indicator~~ and ~~pathogens~~the ~~product~~normalization ~~lines.~~of ~~These~~buying ~~increases~~patterns ~~were~~at ~~partially~~a ~~offset~~large bydistributor ~~lower~~in ~~sales from~~ the ~~sample~~U.S. ~~collection~~This ~~product~~was ~~line~~partially ~~due~~offset toby ~~production~~continued ~~constraints~~strength ~~and~~in ~~lower~~pathogen detection sales inand ~~the~~increased ~~culture~~volume ~~media~~from ~~and~~the ~~general~~sample ~~sanitation~~collection product ~~lines~~line.

Revenue for the ~~Food~~Animal Safety segment decreased $120.15 million during the ~~nine~~three months ended ~~February~~August 2831, 2025 compared to the ~~nine~~three months ended ~~February~~August 2931, 2024. The decrease was ~~primarily~~ due to $213.87 million of ~~currency~~discontinued ~~headwind~~products and the divestiture of our Cleaners and Disinfectants business, a $0.51 million ~~from~~negative ~~discontinued~~foreign ~~product~~currency ~~lines~~impact, partially offset by $103.23 million of growth in the business. The growth ~~was driven by continued strength~~ in ~~indicator testing, new sales in~~ the ~~food~~business ~~quality~~was ~~and~~primarily ~~nutritional~~related ~~analysis~~to ~~product~~stronger ~~line and higher~~ sales of ~~cleaner~~our ~~and~~insect ~~disinfectant~~control, ~~products~~genomics, ~~in the Europe~~ and ~~Latin~~animal ~~America~~care ~~regions~~products lines. These increases were ~~partially~~ offset by ~~production~~decreased ~~constraints~~sales ~~impacting~~of ~~the~~veterinary ~~sample~~instruments, ~~collection~~which ~~product~~have ~~line~~been ~~and~~negatively ~~lower~~impacted ~~sales~~by ~~in the natural toxins product line~~tariffs.

Revenue for the Animal Safety segment decreased $2.8 million during the three months ended February 28, 2025 compared to the three months ended February 29, 2024. The decrease was due to a $1.8 million decrease in the business, a $0.7 million impact from discontinued product lines and a $0.3 million unfavorable currency impact. The decline in the business was primarily related to decreased sales of veterinary instruments, which have been impacted by tariffs, and lower genomics volume, due primarily to weakness in the companion animal market. These decreases were partly offset by continued strength in rodent control products.19

Revenue for the Animal Safety segment decreased $6.1 million during the nine months ended February 28, 2025 compared to the nine months ended February 29, 2024. The decrease was primarily due to a $4.7 million decline in the business, a $1.3 million impact from discontinued product lines and a $0.1 million unfavorable currency impact. The decline in the business was driven by lower genomics volume due to a shift to focus primarily on large production animals and weakness in the companion animal market paired with lower sales in the insect control and veterinary instruments product lines. These decreases were partially offset by strength in rodent control products.

Operating Income

Operating income for the Food Safety segment ~~increased~~decreased $310.48 million during the three months ended ~~February~~August 2831, 2025 compared to the three months ended ~~February~~August 2931, 2024. ~~While~~The ~~revenues~~decline ~~decreased~~was onprimarily a ~~quarter-to-date~~result ~~basis,~~of ~~these~~the ~~decreases~~divestiture ~~were~~of ~~offset~~our byCleaners a& ~~higher~~Disinfectants ~~gross~~business ~~margin~~ and ~~reduced~~increased ~~operating~~ expenses, ~~partially~~primarily ~~due~~from production inefficiencies related to ~~restructuring~~sample ~~activities~~collection ~~that~~products ~~were~~and ~~incurred~~duplicative incosts ~~the~~related ~~second~~to ~~quarter~~the start-up of ~~the~~our ~~current~~own ~~fiscal~~Petrifilm ~~year~~manufacturing.

Operating income for the ~~Food~~Animal Safety segment ~~decreased~~increased $~~462.~~1.9 million during the ~~nine~~three months ended ~~February~~August 2831, 2025 compared to the ~~nine~~three months ended ~~February~~August 2931, 2024. The ~~decline~~improvement was primarily due to ~~the~~favorable ~~impairment~~product ~~charges~~mix ofand ~~$461.4~~lower ~~million~~costs inresulting from the ~~second~~fiscal ~~quarter~~year of2025 ~~fiscal~~restructuring ~~2025~~actions taken in the genomics business.

23The increased corporate expense during each comparable period is related to headcount increases, increases in equity-based compensation, one-time transaction and project expenses, and certain corporate development initiatives.

Operating income for the Animal Safety segment decreased $8.0 million during the three months ended February 28, 2025 compared to the three months ended February 29, 2024. The decline was due to both decreased sales and a reduced gross margin, as certain overhead charges increased during the quarter.

Operating income for the Animal Safety segment decreased $21.9 million during the nine months ended February 28, 2025 compared to the nine months ended February 29, 2024. The decline was due to a decrease in sales and restructuring charges incurred primarily in the second quarter of the current fiscal year, which impacted both gross profit and operating expenses.

The increased corporate expense during each comparable period related to headcount increases, increases in equity-based compensation and costs associated with our new enterprise resource planning system.

Non-GAAP Financial Measures

This report includes certain financial information for the Company that differs from what is reported in accordance with U.S. GAAP. These non-GAAP financial measures consist of EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin. These non-GAAP financial measures are included in this report because management believes that they provide investors with additional useful information to measure the performance of the Company, and because these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties as common performance measures to compare results or estimate valuations across companies in industries the Company operates in. The Company also uses Adjusted EBITDA as a performance target to establish and award certain executive compensation awards, as disclosed in our proxy statement filed with the Securities and Exchange Commission on September 13, 2024.

EBITDA

We define EBITDA as net income before interest, income taxes, and depreciation and amortization. We present EBITDA as a performance measure because it may allow for a comparison of results across periods and results across companies in the industries in which Neogen operates on a consistent basis, by removing the effects on operating performance of (a) capital structure (such as the varying levels of interest expense and interest income), (b) asset base and capital investment cycle (such as depreciation and amortization) and (c) items largely outside the control of management (such as income taxes). EBITDA also forms the basis for the measurement of Adjusted EBITDA (discussed below).

Adjusted EBITDA

We define Adjusted EBITDA as EBITDA, adjusted for share-based compensation and certain other fees and expenses. We present Adjusted EBITDA because it provides an understanding of underlying business performance by excluding the following:

Share-based compensation

FX translation (gain)/loss on loan revaluation and other revaluation

Certain transaction fees and integration costs

Restructuring

Goodwill impairment

Contingent consideration adjustments

ERP expense

Other income and expense items that do not recur on a frequent or regular basis

Adjusted EBITDA margin

We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of total revenues. We present Adjusted EBITDA margin as a performance measure to analyze the level of Adjusted EBITDA generated from total revenue.

These non-GAAP financial measures are presented for informational purposes only. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not recognized terms under GAAP and should not be considered in isolation or as a substitute for, or superior to, net (loss) income, operating income, cash flow from operating activities or other measures of financial performance. This information does not purport to represent the results Neogen would have achieved had any of the transactions for which an adjustment is made occurred at the beginning of the periods presented or as of the dates indicated. This information is inherently subject to risks and uncertainties. It may not give an accurate or complete picture of Neogen’s financial condition or results of operations for the periods presented and should not be relied upon when making an investment decision.

The use of the terms EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin may not be comparable to similarly titled measures used by other companies or persons due to potential differences in the method of calculation.

These non-GAAP financial measures have limitations as analytical tools. For example, for EBITDA-based metrics:

they do not reflect changes in, or cash requirements for, Neogen’s working capital needs;

they do not reflect Neogen’s tax expense or the cash requirements to pay taxes;

they do not reflect the historical cash expenditures or future requirements for capital expenditures or contractual commitments;

they do not reflect any cash requirements for future replacements of assets that are being depreciated and amortized; and

they may be calculated differently from other companies in Neogen’s industries limiting their usefulness as comparative measures.

A reader should compensate for these limitations by relying primarily on the financial statements of Neogen and using these non-GAAP financial measures only as a supplement to evaluate Neogen’s performance.

For each of these non-GAAP financial measures below, we are providing a reconciliation of the differences between the non-GAAP measure and the most directly comparable GAAP measure.

Reconciliation between net loss and EBITDA and Adjusted EBITDA and between net loss margin % and Adjusted EBITDA margin % are as follows:

	Three months ended February 28/29,						Nine months ended February 28/29,
	2025			2024			2025			2024
Net loss	$	(10,957	)	$	(2,022	)	$	(479,848	)	$	(4,006	)
Net loss margin %		-5.0	%		-0.9	%		-71.7	%		-0.6	%
Income tax expense (benefit)		1,230			(3,800	)		(22,060	)		(3,900	)
Depreciation and amortization		29,373			29,650			89,222			87,853
Interest expense, net		17,038			16,673			52,027			49,508
EBITDA	$	36,684		$	40,501		$	(360,659	)	$	129,455
Share-based compensation		4,160			3,679			12,961			9,829
FX transaction (gain) loss on loan and other revaluation (1)		(255	)		638			(191	)		1,350
Transaction costs (2)		518			1,103			1,636			2,360
3M integration costs (3)		662			3,807			5,450			8,930
Sample collection transition and ramp up costs (4)		2,843			541			4,676			800
Petrifilm duplicate startup costs (5)		645			—			794			—
Transformation initiatives and related costs (6)		2,438			—			3,265			—
Restructuring (7)		168			938			10,106			3,353
Goodwill impairment		—			—			461,390			—
Contingent consideration adjustments		470			(200	)		470			250
ERP expense (8)		633			1,701			3,184			3,904
Other		(453	)		33			526			(21	)
Adjusted EBITDA	$	48,513		$	52,741		$	143,608		$	160,210
Adjusted EBITDA margin %		22.0	%		23.0	%		21.5	%		23.3	%

Net foreign currency transaction (gain) loss associated with the revaluation of foreign denominated intercompany loans and certain 3M agreements.

Includes legal, accounting, tax and other related consulting costs associated with corporate transactions and capital structure initiatives.

Includes costs associated with 3M transition agreements and related integration costs.

Includes costs associated with the transitioning of the 3M transition contract manufacturing agreement and ramp up costs associated with our sample collection product line.

Duplicate costs associated with the startup of Petrifilm manufacturing.

Includes consulting and other costs, including severance, associated with transformation initiatives.

Severance, non-cash impairment, and other related exit costs primarily associated with a reduction in our global genomics business and consolidation of certain facilities.

Expenses related to ERP implementation.

Adjusted EBITDA decreased $4.2 million and $16.6 million during the three and nine months ended February 28, 2025. Expressed as a percentage of revenue, Adjusted EBITDA was 22.0% and 21.5% during the three and nine months ended February 28, 2025 and 23.0% and 23.3% during the three and nine months ended February 29, 2024 2024, respectively. The lower Adjusted EBITDA in the current year was driven primarily by lower sales and higher operating expenses compared to the prior year period.

Financial Condition and Liquidity

Our primary sources of liquidity are cash and cash equivalents, cash flows from the operations of our business, and available borrowing capacity under our ~~revolving~~Revolving ~~facility~~Facility. Our principal uses of cash include working capital-related items, capital expenditures, debt service, and strategic investments.

Our future cash generation and borrowing capacity may not be sufficient to meet cash requirements to fund the operating business, repay debt obligations, construct new manufacturing facilities, commercialize products currently under development or execute our future plans to acquire additional businesses, technology and products that fit within our strategic plan. Accordingly, we may be required, or may choose, to issue additional equity securities or enter into other financing arrangements for a portion of our future capital needs. However, we continuously monitor and forecast our liquidity situation in light of industry, customer and economic factors, and take the necessary actions to preserve our liquidity and evaluate other financial alternatives that may be available to us should the need arise. As a result, we believe that our cash flows from operations, cash on hand, and borrowing capacity will enable us to fund the operating business, repay debt obligations, construct new manufacturing facilities, commercialize products currently under development, and execute our strategic plans.

We are subject to certain legal and other proceedings ~~in the normal course of business~~ that have not had, and, in the opinion of management, are not expected to have, a material effect on our results of operations or financial position.

As of ~~February~~August 2831, 2025, we had cash and cash equivalents of $~~127~~138.79 million, and borrowings available under our revolving line of credit of $~~150~~201.05 million.

InOn ~~June~~July ~~2022~~17, ~~Neogen~~2025, ~~Food~~we ~~Safety~~completed ~~Corporation~~the ~~entered~~divestiture ~~into a credit agreement consisting~~ of aour ~~five-year~~Cleaners ~~senior~~& ~~secured~~Disinfectants ~~term~~business ~~loan~~for ~~facility (“term loan facility”) in the amount of~~ $~~650~~121.7 million ~~and~~in acash ~~five-year~~at ~~senior~~closing, ~~secured~~plus ~~revolving~~contingent ~~facility~~consideration ~~(“revolving~~tied ~~facility”)~~to infuture ~~the~~performance ~~amount~~ of ~~$150 million (collectively,~~ the ~~“Credit Facilities”)~~business. ~~The~~Net ~~term~~proceeds ~~loan~~from ~~facility was drawn on August 31, 2022 while~~ the ~~revolving~~transaction ~~facility~~were ~~remained~~used ~~undrawn~~primarily ~~and~~to ~~continues~~repay todebt bein ~~undrawn~~the asfirst quarter of ~~February~~fiscal ~~28,~~year ~~2025~~2026. InWe ~~accordance with the prepayment feature, the Company~~ paid $~~100~~51.5 million of ~~the~~principal ~~term~~on ~~loan~~the ~~facility’s~~2025 ~~principal~~Revolving inFacility, ~~fiscal year 2023~~$45.0 ~~The~~million ~~term~~of ~~loan~~prepayments ~~facility~~on ~~matures~~the on2025 ~~June~~Term 30Loan, ~~2027~~ and ~~the~~purchased ~~revolving~~$3.5 ~~facility~~million ~~matures at the earlier~~ of ~~June~~Senior ~~30,~~Notes ~~2027~~in or the ~~termination~~open ~~of the revolving commitments~~market.

InSince ~~July~~we ~~2022,~~elected ~~Neogen~~to ~~Food~~make ~~Safety~~prepayments ~~Corporation~~in ~~closed~~the onfirst anquarter ~~offering~~ of ~~$350~~fiscal ~~million~~year ~~aggregate~~2026, there are no additional required principal ~~amount~~payments for the Term Loan for fiscal year 2026. Financial covenants include maintaining specified levels of 8funded debt to EBITDA, and debt service coverage.~~625%~~ ~~senior~~As ~~notes~~of ~~due~~August 31, 2025, we are in ~~2030~~compliance with all financial covenants under the Credit Facilities.

~~The~~We ~~finance~~continue ~~lease~~to ismake ainvestments ~~building~~in ~~lease~~our ~~that~~business isand ~~classified~~operating ~~within~~facilities. ~~property~~Our ~~and~~estimate ~~equipment~~for ~~and~~capital ~~the~~expenditures ~~current~~in ~~portion~~fiscal of2026 ~~debt~~is onapproximately ~~the~~$50 ~~condensed~~million. ~~consolidated~~This ~~balance~~includes ~~sheets~~approximately as$35 ofmillion ~~February~~in ~~28,~~capital ~~2025.~~expenditures ~~The~~related ~~Company~~to ~~intends~~the tointegration ~~elect~~of the ~~purchase~~acquired ~~option~~3M ~~within~~FSD products, the ~~lease~~most ~~agreement~~significant ~~prior~~portion of which is related to the ~~end~~construction of ~~the~~equipment ~~lease~~for ~~term~~our new manufacturing facility in Lansing, Michigan.

~~There~~In ~~are~~September no2025, ~~required~~we ~~principal~~approved ~~payments~~a onplan ~~our~~to ~~Credit~~reduce ~~Facilities~~approximately ~~through~~10% ~~fiscal~~of ~~year~~our ~~2026.~~headcount ~~Financial~~as ~~covenants~~part ~~include~~of ~~maintaining~~an ~~specified~~organizational ~~levels~~restructuring offocused ~~funded~~on ~~debt~~improving tooperational ~~EBITDA,~~efficiency and ~~debt~~financial ~~service coverage~~performance. AsThe ofactions ~~February~~were ~~28,~~implemented ~~2025,~~at the ~~Company~~end ~~was~~of inSeptember ~~compliance~~2025. ~~with~~Employee ~~all~~separation ~~financial~~benefits ~~covenants~~are ~~under~~expected to be paid during the ~~Credit~~three ~~Facilities.~~months ended November 30, 2025.

Cash Flows

	Nine months ended February 28/29,
	Three months ended August 31,
	2025			2024			Increase / (Decrease)
Net Cash provided by Operating Activities	$	41,702		$	8,517		$	33,185
Net Cash provided by (used for) Operating Activities	$	10,853		$	(17,914	)	$	28,767
Net Cash used for Investing Activities	$	(83,266	)	$	(11,786	)	$	(71,480	)
Net Cash provided by (used for) Investing Activities	$	97,725		$	(33,662	)	$	131,387
Net Cash provided by Financing Activities	$	515		$	1,999		$	(1,484	)
Net Cash (used for) provided by Financing Activities	$	(99,393	)	$	979		$	(100,372	)

28Net Cash provided by (used for) Operating Activities

Net ~~Cash~~cash provided by ~~Operating~~operating ~~Activities~~activities increased $28.8 million during the three months ended August 31, 2025 compared to the three months ended August 31, 2024. The increase is due to improvement in working capital primarily associated with accounts receivable and accounts payable, offset by a decline in operating income.

Net ~~cash~~Cash provided by ~~operating~~(used ~~activities~~for) ~~increased~~Investing $33.2 million during the nine months ended February 28, 2025 compared to the nine months ended February 29, 2024. The increase is due to improved net working capital changes, offset by a decrease in income from operations. Prior year net working capital reflected large net cash outflows due to inventory purchases, as we exited transition distribution agreements and stocked FSD inventory. Activities

~~Net~~ Cash ~~used~~provided ~~for~~by ~~Investing~~investing ~~Activities~~ activities increased $131.4 million during the three months ended August 31, 2025, compared to the three months ended August 31, 2024. The inflow was primarily the result of cash proceeds received from the sale of our Cleaners & Disinfectants business. Additionally, as our new Lansing production facility nears completion, our capital expenditures have decreased compared to the prior year period.

Net Cash (used for) ~~investing~~provided activities increased $71.5 million during the nine months ended February 28, 2025, compared to the nine months ended February 29, 2024. The increase was primarily the result of lower proceeds from marketable securities in the current year period and an increase in capital expenditures of $1.3 million, partially offset by ~~$4.9~~Financing ~~million in proceeds from the sale of a building. Capital expenditures were $88.5 million and $87.2 million during the nine months ended February 28, 2025 and 2024, respectively.~~Activities

~~Net~~ Cash ~~provided~~used byfor ~~Financing~~financing ~~Activities~~activities increased $100.4 million during the three months ended August 31, 2025 compared to the three months ended August 31, 2024 due to debt repayment made with proceeds from the sale of our Cleaners and Disinfectants business.

Cash provided by financing activities decreased $1.5 million during the nine months ended February 28, 2025 compared to the nine months ended February 29, 2024. The net outflow was primarily due to taxes paid on employees' share-based compensation.21

We continue to make investments in our business and operating facilities. Our estimate for capital expenditures in fiscal year 2025 is $100 million. This includes approximately $70 million in capital expenditures related to integration of the acquired 3M FSD products, the most significant portion of which is related to the construction of, and acquisition of equipment for, our new manufacturing facility in Lansing, Michigan.

PART I – FINANCIAL INFORMATION

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We continuously evaluate our exposure to currency exchange and interest rate risk. There have been no meaningful changes in our exposure to risk associated with fluctuations in foreign currency exchange rates and interest rates related to our variable-rate borrowings under the Credit Facilities from that discussed in our Form 10-K.

3022

PART I – FINANCIAL INFORMATION

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

~~The~~We ~~Company~~maintain ~~maintains~~ disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information we are required to bedisclose ~~disclosed~~in by the ~~Company in~~ reports ~~that~~we it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to ~~the~~our ~~Company’s~~ management, including ~~its~~our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

AnAs ~~evaluation~~discussed ofin ~~the~~Item ~~effectiveness~~9A of“Controls ~~the design~~ and ~~operation~~Procedures” ofin our ~~disclosure~~2025 ~~controls~~Annual ~~and~~Report ~~procedures~~on asForm ~~of February 28~~10-K, ~~2025~~we ~~was~~identified ~~carried~~material ~~out~~weaknesses ~~under~~related ~~the~~to ~~supervision and with~~ the ~~participation~~control ofactivities ~~the~~and ~~Company’s~~information ~~management,~~and ~~including~~communication ~~the~~components ~~President~~established &in ~~Chief~~Internal ~~Executive~~Control-Integrated ~~Officer~~Framework ~~and Chief Financial Officer~~ (~~“the Certifying Officers”~~2013), ~~using~~issued ~~the criteria set forth~~ by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO) ~~in Internal Control – Integrated Framework (2013~~framework”). ~~Based on the evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures were not effective~~ as of ~~such~~May ~~date due to material weaknesses in internal control over financial reporting~~31, ~~referenced below~~2025.

Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this form 10-Q, our President & Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of August 31, 2025 due to the existence of material weaknesses in internal control over financial reporting.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

As disclosed in Part I - Item 4 of our Quarterly Report on Form 10-Q for the quarter ended November 30, 2024, management concluded that the Company had deficiencies in the control activities and information and communication components of the COSO Framework that constitute material weaknesses, either individually or in aggregate as of November 30, 2024. These material weaknesses continue to exist as of February 28, 2025.

Ongoing Remediation Efforts

Management ~~continues~~has toevaluated ~~implement~~the ~~measures~~deficiencies ~~designed~~referenced above and has developed and is implementing a remediation plan to ~~ensure~~address ~~that~~the control deficiencies contributing to the material weaknesses and to enhance the overall internal control environment. These actions are ~~remediated,~~intended ~~such~~to ensure that ~~these~~internal controls are properly designed, effectively implemented, and ~~operating~~reliably ~~effectively~~operated. ~~Our~~The ~~remediations~~remedial actions include, but are not limited to, the following:

•

Enhancing the design, implementation, and ~~implementation~~execution of existing control activities ~~and developing new control activities as needed to address identified risks~~;

•

~~Enhancing~~Developing new internal controls ~~documentation,~~as ~~including~~needed ~~retaining adequate documentary evidence for certain management review controls and maintaining evidence of precise review procedures performed~~ to ~~demonstrate~~mitigate ~~effective~~risks ~~operation~~identified ofby ~~internal controls~~management;

•

~~Expanding,~~Enhancing ~~enhancing~~internal controls documentation, ~~and~~including ~~formalizing~~the ~~comprehensive~~retention ~~accounting,~~of ~~business~~adequate ~~operations,~~documentary ~~and~~evidence ~~information~~to ~~technology~~demonstrate ~~policies~~precision ~~and~~in review procedures; and the effective operation of management review controls;

•

~~Developing~~Expanding aand ~~training~~formalizing ~~program~~entity-level controls and ~~educating~~policies ~~control~~to ~~owners~~respond ~~concerning~~to ~~the~~evolving ~~principles~~risks, ofensure ~~the~~proper ~~Internal~~communication ~~Control~~and -information ~~Integrated~~flow, ~~Framework~~and ~~(2013)~~promote ~~issued by COSO~~accountability;

•

~~Hiring~~Developing ~~qualified~~and ~~personnel~~deploying ~~and~~document ~~outside~~retention ~~resources~~protocols toaligned ~~support~~with ~~enhanced~~internal control ~~ownership~~requirements, ~~and~~with ~~internal~~implementation ~~communications,~~initiated ~~including~~in the ~~hiring~~first ofquarter ~~a full-time Director~~ of ~~Internal~~fiscal ~~Controls.~~ year 2026;

•

Providing training and ongoing education to control owners on the principles of the COSO Internal Control – Integrated Framework (2013), and reinforcing a culture of compliance and accountability; and

•

Hiring and retaining qualified personnel and external resources to support enhanced control ownership, including the appointment of a dedicated Director of Internal Controls and Internal Controls Manager.

Changes in Internal Controls over Financial Reporting

Other than with respect to the remediation efforts in connection with the material weaknesses described above, there have been no changes in our internal control over financial reporting ~~were identified as having occurred~~ during the quarter ended ~~February~~August 2831, 2025 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

3123

Limitations on Effectiveness of Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions, and cannot provide absolute assurance that our objectives will be met. Management continues to refine and assess our overall control environment.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

For a description of our material pending legal proceedings, see Note 89. “Commitments and Contingencies” of the Notes to interim condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated by reference.

Item 1A. Risk Factors

This Form 10-Q should be read in conjunction with Part I Item 1A “Risk Factors” in our Annual Report on Form 10- K for the year ended May 31, ~~2024~~2025. ~~With~~There ~~the~~have ~~exception~~been ofno ~~the~~material ~~risk~~changes ~~factors~~in ~~noted below, which update~~ the risk factors described in our Annual Report on Form 10-K for the year ended May 31, ~~2024, there have been no material changes from the risk factors previously disclosed therein~~2025. The following risk factors and other information included in this report should be carefully considered. The risks and uncertainties described below are not the only ones we face; others, either unforeseen or currently deemed not material, may also have a negative impact on our Company. If any of the following occurs, our business, operating results, cash flows, and financial condition could be materially adversely affected.

Tariffs and other trade measures could adversely affect our results of operations, financial position and cash flows.

Our international operations subject us to discriminatory or conflicting tariffs and trade policies. As a result of the new administration's trade policy, tariffs have increased and may continue to increase our material input costs. Any further trade restrictions, retaliatory trade measures and additional tariffs could result in higher input costs to our products. We may not be able to fully mitigate the impact of these increased costs or pass price increases on to our customers. While tariffs and other trade measures imposed by other countries on U.S. goods have not yet had a significant impact on our business or results of operations, we cannot predict further developments, and such existing or future tariffs could have a material adverse effect on our results of operations, financial position and cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

InOn ~~October~~August ~~2018~~15, 2025, we made the ~~Company’s~~following ~~Board~~grants of ~~Directors~~equity ~~authorized~~to aMikhael ~~program~~Nassif, the CEO of the Company: (1) options to purchase, ~~subject~~up to ~~market~~473,352 ~~conditions~~shares of our common stock (with four-year ratable vesting), as part of his sign-on equity award, (2) 184,162 restricted stock units (with four-year ratable vesting), as part of his sign-on equity award, (3) options to purchase up to 61,~~000~~065,~~000~~042 shares of ~~the~~our ~~Company’s~~ common stock. ~~The~~(with ~~program~~three-year ~~does~~ratable ~~not~~vesting), ~~have~~as ~~any~~part ~~scheduled~~of ~~expiration~~his ~~date. As~~fiscal year 2026 long-term incentive award, and (4) 414,365 performance share units (which are earnable over a three-year performance period), as part of ~~February~~his 28fiscal year 2026 long-term incentive award. These equity awards were granted as inducement grants in connection with his appointment as CEO effective August 11, 2025, aas ~~total~~described in the Form 8-K filed by us on July 24, 2025. All options were granted at an exercise price of $5.43,~~900,000~~ ~~shares~~the closing price of our common stock ~~remained~~as ~~available~~of ~~for~~the ~~repurchase~~grant ~~under this program~~date. The ~~following~~PSUs isare afurther ~~summary~~described in the Form 8-K filed by us on August 21, 2025. All of ~~share~~these ~~repurchase~~equity ~~activity~~awards ~~during~~were made according to the ~~fiscal~~exemption ~~quarter~~from ~~ended~~registration ~~February~~pursuant 28to Section 4(2) of the Securities Act of 1933, ~~2025:~~as amended.

Period	Shares Purchased		Average Price Paid per Share		Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
December 2024		—		—		—		5,900,000
January 2025		—		—		—		5,900,000
February 2025		—		—		—		5,900,000
Total		—		—		—		5,900,000

In October 2018, our Board of Directors authorized a program to purchase, subject to market conditions, up to 6,000,000 shares of our common stock. The program does not have any scheduled expiration date. As of August 31, 2025, a total of 5,900,000 shares of common stock remained available for repurchase under this program. The following is a summary of share repurchase activity during the fiscal quarter ended August 31, 2025:


Period	Shares Purchased		Average Price Paid per Share		Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
June 2025		—		—		—		5,900,000
July 2025		—		—		—		5,900,000
August 2025		—		—		—		5,900,000
Total		—		—		—		5,900,000

Items 3 and 4 are not applicable or removed or reserved and have been omitted.

Item 5. Other Information

During the quarterly period ended ~~February~~August 2831, 2025, no director or officer (as defined in SEC Rule 16a-1(f)) of ~~the~~our Company adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).

3224

Item 6. Exhibits

(a) Exhibit Index

10.1	Form of Performance Share Unit Award Agreement between Neogen Corporation and certain executive officers
10.2	Restricted Stock Unit Award Agreement between Neogen Corporation and Mikhael Nassif dated August 15, 2025
10.3	Stock Option Award Agreement between Neogen Corporation and Mikhael Nassif dated August 15, 2025
10.4	Performance Share Unit Award Agreement between Neogen Corporation and Mikhael Nassif dated August 15, 2025
10.5	Stock Option Award Agreement between Neogen Corporation and Mikhael Nassif dated August 15, 2025
10.6	Offer Letter Agreement between Neogen Corporation and Mikhael Nassif dated June 30, 2025 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Company on July 24, 2025)
31.1	Certification of Principal Executive Officer
31.2	Certification of Chief Financial Officer
32	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags areembedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

3325

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     NEOGEN CORPORATION

    

             (Registrant)

    

Dated: ~~April~~October 9, 2025

/s/ ~~John~~Mikhael E.Nassif ~~Adent~~Mikhael ~~John~~Nassif ~~E. Adent~~ President & Chief Executive Officer (Principal Executive Officer)

Dated: ~~April~~October 9, 2025

     /s/ David H. Naemura

    

     David H. Naemura

    

     Chief Financial & Operating Officer

    

     (Chief Financial Officer)

    

3426

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