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NEOGENOMICS INC·4

Feb 24, 4:15 PM ET

Sherman Jeffrey Scott 4

4 · NEOGENOMICS INC · Filed Feb 24, 2026

Research Summary

AI-generated summary of this filing

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NeoGenomics (NEO) CFO Jeffrey Sherman Converts RSUs; Shares Withheld

What Happened

  • NeoGenomics CFO Jeffrey Scott Sherman had restricted/derivative awards convert into common stock on Feb 21 and Feb 23, 2026. The filing shows 42,158 shares converted on Feb 21 and 15,535 shares converted on Feb 23 (57,693 total). All transactions report $0.00 per share because these were conversions of awards rather than open-market purchases.
  • To satisfy tax withholding obligations, 10,729 shares were surrendered on Feb 21 and 3,783 shares were surrendered on Feb 23 (14,512 shares total). Net shares retained by Mr. Sherman from these conversions were 43,181.

Key Details

  • Transaction dates: Feb 21, 2026 and Feb 23, 2026; Form filed Feb 24, 2026.
  • Transaction codes: M = exercise/conversion of derivative (conversion of award into shares); F = payment of exercise price or tax liability (shares withheld to cover taxes).
  • Reported amounts and prices: 57,693 shares acquired via conversion at $0.00; 14,512 shares disposed/withheld at $0.00.
  • Net shares received after withholding: 43,181.
  • Notable footnotes: F1 confirms restricted stock units convert into common stock upon vesting; F3 notes the withheld shares were used to satisfy tax withholding obligations. Other footnotes list prior grants (options, RSUs, PSUs) related to Mr. Sherman but are not part of these conversions.
  • Shares owned after the transactions: not specified in the provided data.
  • Filing timeliness: Form filed Feb 24 covering Feb 21–23 transactions; no late-filing notation provided in the supplied information.

Context

  • These were award conversions/vestings (derivative conversions), not open-market buys or discretionary sales. The F entries reflect a common cashless/static withholding: the company retains a portion of the vested shares to cover taxes rather than collecting cash.
  • Transaction codes: M = conversion/exercise of derivative award; F = shares withheld for tax obligations. Such conversions are routine compensation events and do not by themselves signal a buy or sell decision in the open market.

Insider Transaction Report

Form 4
Period: 2026-02-21
NEOGENOMICS INCNEO
Sherman Jeffrey Scott
Chief Financial Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1][F2]
    2026-02-21+42,158→ 218,986 total
  • Tax Payment

    Common Stock

    [F3]
    2026-02-21−10,729→ 208,257 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-23+15,535→ 223,792 total
  • Tax Payment

    Common Stock

    [F3]
    2026-02-23−3,783→ 220,009 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F4][F5]
    2026-02-21−42,158→ 84,318 total
    Exercise: $0.00→ Common Stock (42,158 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F6][F5]
    2026-02-23−15,535→ 15,536 total
    Exercise: $0.00→ Common Stock (15,535 underlying)
Holdings

  • Stock Option (Right to Buy)

    [F7]
    Exercise: $11.62Exp: 2029-12-05→ Common Stock (249,169 underlying)
    249,169

  • Stock Option (Right to Buy)

    [F8]
    Exercise: $19.65Exp: 2030-05-11→ Common Stock (73,016 underlying)
    73,016

  • Restricted Stock Unit

    [F9][F5]
    Exercise: $0.00→ Common Stock (13,006 underlying)
    13,006

  • Performance Stock Unit

    [F10][F5]
    Exercise: $0.00From: 2026-05-11→ Common Stock (39,016 underlying)
    39,016

  • Stock Option (Right to Buy)

    [F11]
    Exercise: $16.45Exp: 2034-02-23→ Common Stock (77,913 underlying)
    77,913

  • Performance Stock Unit

    [F12][F5]
    Exercise: $0.00From: 2027-02-23→ Common Stock (46,606 underlying)
    46,606

  • Restricted Stock Unit

    [F5]
    Exercise: $0.00From: 2026-04-13→ Common Stock (59,382 underlying)
    59,382

  • Stock Option (Right to Buy)

    [F13][F14]
    Exercise: $13.05Exp: 2035-02-21→ Common Stock (214,900 underlying)
    214,900
Footnotes (14)
  • [F1]Each restricted stock unit is the economic equivalent of one share of NeoGenomics common stock and is converted into common stock upon vesting.
  • [F10]On May 11, 2023, Mr. Sherman was granted 39,016 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is 58,524. The number of performance stock units that may vest is based on the achievement of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period at the applicable measurement dates, subject to continued service with the Company.
  • [F11]On February 23, 2024, Mr. Sherman was granted 77,913 stock options. The options vest ratably over the first three anniversary dates of the grant date.
  • [F12]On February 23, 2024, Mr. Sherman was granted 46,606 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is 69,910. 50% of the number of performance stock units that may vest is based on the achievements of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period at the applicable measurement dates, subject to continued service with the Company. 50% of the number of performance stock units that may vest is based on the achievement of certain revenue growth goals based on the achievement of the cumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.
  • [F13]This stock option was granted as a premium-price stock option. To calculate the premium exercise price we used the closing price on February 20, 2025 and multiplied by 110%.
  • [F14]On February 21, 2025, Mr. Sherman was granted 214,900 stock options. The options vest ratably over the first three anniversary dates of the grant date.
  • [F2]This balance includes 434 shares that were acquired pursuant to NeoGenomics' Employee Stock Purchase Plan. The shares were acquired in transactions exempt from Section 16b-3.
  • [F3]Disposition of shares was in connection with the Issuer's withholding of common stock to satisfy tax withholding obligations related to the issuance of common stock upon release of restricted stock units.
  • [F4]On February 21, 2025, Mr. Sherman was granted 126,476 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.
  • [F5]Once vested, the shares of common stock are not subject to expiration.
  • [F6]On February 23, 2024, Mr. Sherman was granted 46,606 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.
  • [F7]On December 5, 2022, Mr. Sherman was granted 249,169 stock options. The options vest ratably over four years with the first tranche vesting on December 7, 2023.
  • [F8]On May 11, 2023, Mr. Sherman was granted 73,016 stock options. The options vest ratably over the first three anniversary dates of the grant date.
  • [F9]On May 11, 2023, Mr. Sherman was granted 39,016 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.
Signature
/s/ Ali Olivo, Attorney-in-Fact|2026-02-24

Documents

1 file
  • 4
    wk-form4_1771967703.xmlPrimary

    FORM 4