SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stone Warren

(Last)

(First)

(Middle)

9490 NEOGENOMICS WAY

(Street)

FORT MYERS

33912

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEOGENOMICS INC [ NEO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/01/2025		F		8,776⁽¹⁾	D	$0	99,504	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$11.21							⁽²⁾	12/01/2029	Common Stock	166,113		166,113	D
Stock Option (Right to Buy)	$19.65							⁽³⁾	05/11/2030	Common Stock	53,969		53,969	D
Performance Stock Unit	$0							05/11/2026⁽⁴⁾	⁽⁵⁾	Common Stock	21,204		21,204	D
Restricted Stock Unit	$0							⁽⁶⁾	⁽⁵⁾	Common Stock	9,613		9,613	D
Stock Option (Right to Buy)	$16.45							⁽⁷⁾	02/23/2034	Common Stock	42,344		42,344	D
Restricted Stock Unit	$0							⁽⁸⁾	⁽⁵⁾	Common Stock	16,886		16,886	D
Performance Stock Unit	$0							02/23/2027⁽⁹⁾	⁽⁵⁾	Common Stock	25,330		25,330	D
Stock Option (Right to Buy)	$13.96							⁽¹⁰⁾	05/02/2034	Common Stock	29,976		29,976	D
Restricted Stock Unit	$0							⁽¹¹⁾	⁽⁵⁾	Common Stock	17,908		17,908	D
Performance Stock Unit	$0							05/02/2027⁽¹²⁾	⁽⁵⁾	Common Stock	17,908		17,908	D
Restricted Stock Unit	$0							01/13/2026	⁽⁵⁾	Common Stock	59,382		59,382	D
Stock Option (Right to Buy)	$13.05⁽¹³⁾							⁽¹⁴⁾	02/21/2035	Common Stock	143,266		143,266	D
Restricted Stock Unit	$0							⁽¹⁵⁾	⁽⁵⁾	Common Stock	84,317		84,317	D
Stock Option (Right to Buy)	$10.44⁽¹⁶⁾							⁽¹⁷⁾	04/01/2035	Common Stock	94,518		94,518	D
Restricted Stock Unit	$0							⁽¹⁸⁾	⁽⁵⁾	Common Stock	52,687		52,687	D

Explanation of Responses:

1. Shares surrendered to NeoGenomics, Inc. for retirement to satisfy the tax obligations in connection with the December 1, 2025 vesting of restricted stock.

2. On December 1, 2022, Mr. Stone was granted 166,113 stock options. The options vest ratably over the first four anniversary dates of the grant date.

3. On May 11, 2023, Mr. Stone was granted 53,969 stock options. The options vest ratably over the first three anniversary dates of the grant date.

4. On May 11, 2023, Mr. Stone was granted 21,204 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 is31,806. The number of performance stock units that may vest is based on the achievement of certain growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period at theapplicable measurement dates, subject to continued service with the Company.

5. Once vested, the shares of common stock are not subject to expiration.

6. On May 11, 2023, Mr. Stone was granted 28,838 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.

7. On February 23, 2024, Mr. Stone was granted 42,344 stock options. The options vest ratably over the first three anniversary dates of the grant date.

8. On February 23, 2024, Mr. Stone was granted 25,329 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.

9. On February 23, 2024, Mr. Stone was granted 25,330 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 is37,996. 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 atthe 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 thecumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.

10. On May 2, 2024, Mr. Stone was granted 29,976 stock options. The options vest ratably over the first three anniversary dates of the grant date.

11. On May 2, 2024, Mr. Stone was granted 17,905 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.

12. On May 2, 2024, Mr. Stone was granted 17,908 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 is26,862. 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 atthe 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 thecumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.

13. 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%.

14. On February 21, 2025, Mr. Stone was granted 143,266 stock options. At the time of the grant, the options vested ratably over the first three anniversary dates of the grant date. In connection with Mr. Stone's promotion to President &Chief Operating Officer on April 1, 2025, the vesting schedule of these options was modified so that they now vest ratably on the 12-month, 18-month and 24-month anniversary dates of the grant date.

15. On February 21, 2025, Mr. Stone was granted 84,317 restricted stock units. At the time of the grant, the restricted stock units vested ratably over the first three anniversary dates of the grant date. In connection with Mr. Stone'spromotion to President & Chief Operating Officer on April 1, 2025, the vesting schedule of these restricted stock units was modified so that they now vest ratably on the 12-month, 18-month and 24-month anniversary dates of the grantdate.

16. This stock option was granted as a premnium-price stock option. To calculate the premium exercise price we used the closing price on April 1, 2025 and multiplied by 110%.

17. On April 1, 2025, Mr. Stone was granted 94,518 stock options. The options vest ratably on the 12-month, 18-month and 24-month anniversary dates of the grant date.

18. On April 1, 2025, Mr. Stone was granted 52,687 restricted stock units. The restricted stock units vest ratably on the 12-month, 18-month and 24-month anniversary dates of the grant date.

Remarks:

	/s/ Ali Olivo, Attorney-in-Fact	12/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Pres & Chief Operating Officer Stone Warren covered exercise/tax liability with 8,776 shares, decreasing direct ownership by 8% to 99,504 units (SEC Form 4)