Neogenomics reports $209.25M revenue

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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As of July 24, October 23, 2026, the registrant had 128,475,440 129,389,465 shares of common stock, par value $0.001 per share outstanding.

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Forward-looking statements 1 change

This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements generally can be identified by the use of words such as aim, anticipate, assume, believe, could, estimate, expect, forecast, goal, intends, may, plan, potential, predict, project, seek, should, will, would, and similar words and expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements address various matters, including the Company s prospects, plans and strategy, planned future operations and related expectations with respect to timing and performance, future financial position, future revenues, anticipated growth potential and expected growth drivers, the timing, performance and anticipated benefits of collaboration, partnership and licensing activities, projected costs and capital expenditures, prospects the sufficiency of the Company s cash and plans, cash equivalents to fund its operations and capital needs, the expected impact of seasonality, tariffs, trade policy and pharmaceutical industry and clinical trial trends on the Company s business, the potential impact of regulatory developments, and objectives of management. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that could cause the Company's actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. Applicable risks and uncertainties include, among others, the Company's ability to identify and implement appropriate financial and operational initiatives to execute on its strategic priorities, to enter new markets and increase market share in both current and new markets, to assemble and maintain an effective executive team, to continue gaining new customers, to bill and collect for its services on a timely basis and to accurately estimate amounts expected to be collected, to successfully implement and realize the anticipated benefits of new information technology systems, including its new billing platform, and to avoid or mitigate disruptions associated with such implementations, develop and commercialize new types of tests, integrate its acquisitions, manage the effects of seasonality, execute on its long-range strategic priorities, and otherwise implement its business plans, as well as the potential impact of evolving regulatory requirements related to laboratory developed tests, the impact of tariffs and trade policy uncertainty on the Company's supply chain and costs, and any potential reimbursement changes by the government and commercial payors, the Company s indebtedness, including the Convertible Notes (as defined below) and its ability to generate sufficient cash to service its indebtedness, and the risks set forth in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the SEC ) on February 17, 2026 and in our other filings with the SEC.

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Financial statements 156 changes

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Inventories 27,137 28,566

Prepaid assets 23,590 21,443

Cash and cash equivalents $ 145,539 139,281 $ 159,618

Accounts receivable, net 175,405 213,410 159,242

Inventories 25,500 28,566

Prepaid assets 22,774 21,443

Other current assets 9,807 9,118 7,417

Total current assets 381,478 410,083 376,286

Property and equipment (net of accumulated depreciation of $ 223,479 230,567 and $ 209,057 , respectively)

Operating lease right-of-use assets 78,606 77,978 78,444

Financing lease right-of-use assets 6,653 6,291 54

Intangible assets, net 271,262 263,628 286,528

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Other assets 9,311 9,340

Other assets 8,998 9,340

Total non-current assets 970,765 966,834 983,544

Total assets $ 1,352,243 1,376,917 $ 1,359,830

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Accounts payable $ 20,953 $ 23,090

Accrued compensation 56,265 47,580

Accounts payable $ 32,925 $ 23,090

Accrued compensation 60,477 47,580

Accrued expenses and other liabilities 23,045 16,505 11,975

Current portion of operating lease liabilities 3,722 4,295 4,776

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Contract liabilities 194 851

Contract liabilities 267 851

Total current liabilities 105,883 116,173 88,300

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Total liabilities $ 566,511 $ 523,268

Operating lease liabilities 64,671 64,303 62,822

Finance lease liabilities 4,030 4,151 27

Convertible senior notes, net (Note 6) 374,241 374,688 341,858

Deferred income tax liabilities, net 16,824 16,097 18,219

Other long-term liabilities 862 867 12,042

Total long-term liabilities 460,628 460,106 434,968

Total liabilities $ 576,279 $ 523,268

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Common stock, $ 0.001 par value, ( 250,000,000 shares authorized; 130,301,168 131,483,771 and 128,989,152 shares issued, respectively; 127,917,946 129,100,549 and 128,989,152 shares outstanding, respectively)

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Additional paid-in capital 1,259,272 1,281,723 1,270,235

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Accumulated deficit ( 448,674 ) ( 433,806 )

Accumulated deficit ( 456,220 ) ( 433,806 )

Total stockholders' equity $ 785,732 800,638 $ 836,562

Total liabilities and stockholders equity $ 1,352,243 1,376,917 $ 1,359,830

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Three Months Ended June 30, Six Months Ended June 30,

NET REVENUE $ 201,656 $ 181,330 $ 388,328 $ 349,365

COST OF REVENUE 109,778 104,072 215,586 198,861

GROSS PROFIT 91,878 77,258 172,742 150,504

General and administrative 63,613 71,747 129,354 139,954

Research and development 10,761 9,023 20,295 19,204

Sales and marketing 27,275 24,075 51,105 46,758

Total operating expenses 101,649 124,886 200,754 225,957

LOSS FROM OPERATIONS ( 9,771 ) ( 47,628 ) ( 28,012 ) ( 75,453 )

Interest income 1,214 2,263 2,487 5,984

Interest expense ( 781 ) ( 933 ) ( 1,379 ) ( 2,551 )

Other (expense) income, net ( 17 ) 482 ( 29 ) 547

Income (loss) before taxes 1,826 ( 45,816 ) ( 15,752 ) ( 71,473 )

Income tax benefit 412 724 884 458

NET INCOME (LOSS) $ 2,238 $ ( 45,092 ) $ ( 14,868 ) $ ( 71,015 )

NET INCOME (LOSS) PER SHARE

Basic $ 0.02 $ ( 0.35 ) $ ( 0.11 ) $ ( 0.56 )

Diluted $ 0.02 $ ( 0.35 ) $ ( 0.11 ) $ ( 0.56 )

Three Months Ended September 30, Nine Months Ended September 30,

NET REVENUE $ 209,254 $ 187,797 $ 597,582 $ 537,162

COST OF REVENUE 112,666 107,351 328,252 306,212

GROSS PROFIT 96,588 80,446 269,330 230,950

General and administrative 67,073 69,874 196,427 209,828

Research and development 9,855 8,694 30,150 27,898

Sales and marketing 27,601 21,806 78,706 68,564

Impairment charges (Note 5) 20,041 20,041 7,086 27,127

Total operating expenses 104,529 107,460 305,283 333,417

LOSS FROM OPERATIONS ( 7,941 ) ( 27,014 ) ( 35,953 ) ( 102,467 )

Interest income 1,196 1,563 3,683 7,547

Interest expense ( 1,267 ) ( 603 ) ( 2,646 ) ( 3,154 )

Other (expense) income, net ( 9 ) ( 335 ) ( 38 ) 212

Gain on extinguishment of debt (Note 6) 11,181 11,181

Loss before taxes ( 8,021 ) ( 26,389 ) ( 23,773 ) ( 97,862 )

Income tax benefit (expense) 475 ( 740 ) 1,359 ( 282 )

NET LOSS $ ( 7,546 ) $ ( 27,129 ) $ ( 22,414 ) $ ( 98,144 )

Basic $ ( 0.06 ) $ ( 0.21 ) $ ( 0.17 ) $ ( 0.77 )

Diluted $ ( 0.06 ) $ ( 0.21 ) $ ( 0.17 ) $ ( 0.77 )

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Basic 129,628 127,949 129,398 127,664

Diluted 130,831 127,949 129,398 127,664

Basic 128,587 128,415 129,125 127,917

Diluted 128,587 128,415 129,125 127,917

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and 76 more changes in the filing

Note 2: Summary of Significant Accounting Policies 5 changes

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The Company prepares its Consolidated Financial Statements in conformity with GAAP. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the Consolidated Financial Statements. Actual results and outcomes may differ from management s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these Consolidated Financial Statements include, but are not limited to those related to revenue recognition and the determination of the amount expected to be collected, including estimates of implicit price concessions, accounts receivable and related allowances, contingencies, long-term debt, self-insurance exposures, useful lives and recovery of long-term assets and intangible assets, the fair value of assets and liabilities acquired in business combinations, the fair values of financial instruments, income taxes and valuation allowances, stock-based compensation, and impairment analysis of goodwill. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected on the Consolidated Financial Statements prospectively from the date of the change in estimate.

The Company is self-insured for its employee health care benefits. Liabilities for self-insured exposures are accrued for the amounts expected to be paid based on historical claims experience and actuarial data for forecasted settlements of claims filed and for incurred but not yet reported claims. As of June September 30, 2026, the Company has recorded a self-insurance liability of $ 1.1 1.8 million. The Company s estimate is subject to inherent variability which may lead to ultimate payments being either greater or less than the amounts presented above. Self-insurance liabilities have been classified as a current liability in accrued compensation on the Consolidated Balance Sheets.

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Accounting Pronouncements Pending Adoption

In September 2025, the Financial Accounting Standards Board ( FASB ) issued ASU No. 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update replaces the existing development phase model with a principle based threshold approach, allowing capitalization of software

Sales and marketing expenses are primarily attributable to employee-related costs, including sales management, sales representatives, sales and marketing consultants, and marketing and customer service personnel. Advertising costs are expensed at the time they are incurred. For the three and nine months ended September 30, 2026, advertising costs were $ 0.2 million and $ 0.6 million, respectively. Advertising costs were immaterial for the three and six nine months ended June September 30, 2026 and 2025.

Note 3: Acquisitions and Disposals 18 changes

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(as initially reported) Measurement Period Adjustments April 4, 2025 (as adjusted)

Purchase consideration:

Initial cash consideration, net (1)

Contingent consideration 1,000 1,000

Total purchase consideration $ 8,275 $ 220 $ 8,495

Allocation of the purchase consideration:

Cash and cash equivalents $ 317 $ $ 317

Accounts receivable, net 3,324 3,324

Prepaid and other current assets 443 234 677

Intangible assets 1,200 1,200

Property and equipment 1,264 1,264

Operating lease right-of-use assets 6,632 ( 161 ) 6,471

Other non-current assets 200 200

Total identifiable assets acquired 14,037 73 14,110

Total identifiable liabilities assumed 10,602 ( 258 ) 10,344

Net identifiable assets acquired 3,435 331 3,766

Total purchase consideration $ 8,275 $ 220 $ 8,495

The acquisition of Pathline was determined to be a business combination and has been accounted for using the acquisition method. The purchase price and purchase price allocation were based upon management s best estimates and assumptions and were considered final as of March 31, 2026. The following table summarizes the purchase consideration recorded for the acquisition of Pathline, the fair value of the net assets acquired and liabilities assumed, and the calculation of goodwill based on the excess of the consideration transferred over the fair value of the net assets acquired and liabilities assumed at the Pathline Acquisition Date (in thousands): except per share data):

Note 4: Fair Value Measurements 8 changes

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Level 1: Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

Level 2: Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily available pricing sources for comparable instruments.

Level 3: Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.

The carrying value of cash, certain cash equivalents, accounts receivable, net, other current assets, accounts payable, accrued expenses and other liabilities, and contract liabilities are considered reasonable estimates of their respective fair values at June 30, 2026 and December 31, 2025 due to their short-term nature.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The Company measures certain financial assets at fair value on a recurring basis, including marketable securities and certain cash equivalents. The Company considers all securities available-for-sale, including those with maturity dates beyond 12 months, and therefore these securities are classified within current assets on the Consolidated Balance Sheets as they are available to support current operational liquidity needs. The money market accounts are valued based on quoted market prices in active markets and are included in cash and cash equivalents on the Consolidated Balance Sheets.

There were no marketable securities outstanding as of June 30, 2026 or December 31, 2025. The Company had $ 0.3 million and $ 0.5 million of accrued interest receivable at June 30, 2026 and December 31, 2025, respectively, included in other current assets on its Consolidated Balance Sheets related to marketable securities. There were no realized gains or losses on marketable securities for the three and six months ended June 30, 2026 and 2025.

The following tables set forth the Company s cash equivalents that were measured at fair value on a recurring basis based on the fair value hierarchy as of June 30, 2026 and December 31, 2025.

Note 5: Goodwill and Intangible Assets 16 changes

Goodwill Carrying Amount

Balance as of December 31, 2024

Acquired goodwill (1)

Impairment charges (2)

Balance as of December 31, 2025

Acquired goodwill adjustment (1)

Balance as of June 30, 2026

(1) In connection with the acquisition of Pathline, the Company recognized $ 5.1 million of goodwill during the year ended December 31, 2025 and an adjustment of $ 0.3 million during the six months ended June 30, 2026, reflecting the allocation of the purchase price to the identifiable assets acquired and liabilities assumed. Please refer to Note 3. Acquisitions and Disposals for further information about the acquisition of Pathline.

(2) In connection with the classification of the Trapelo assets as held for sale, the Company recognized an impairment charge of $ 3.5 million to write down the carrying value of the disposal group to its estimated fair value less costs to sell. Please refer to Note 3. Acquisitions and Disposals for further information about the sale of Trapelo.

Intangible assets consisted of the following (in thousands):

Period (years) Cost Accumulated

Customer Relationships 7 - 15

Developed Technology 10 - 15

Trademark - Indefinite lived 13,447 13,447

Total $ 464,834 $ 193,572 $ 271,262

The following table summarizes the carrying amounts of goodwill at June September 30, 2026 and December 31, 2025 (in thousands):

Note 6: Debt 18 changes

The following table summarizes long-term debt, net, at June September 30, 2026 and December 31, 2025 (in thousands):

September 30, 2026 December 31, 2025

0.25 % Convertible Senior Notes due 2028

Principal $ 69,000 $ 345,000

Unamortized debt discount ( 390 ) ( 3,071 )

Unamortized debt issuance costs ( 9 ) ( 71 )

Total 0.25 % Convertible Senior Notes due 2028, net

0.75 % Convertible Senior Notes due 2032

Principal $ 316,250 $

Unamortized debt discount ( 9,070 )

Unamortized debt issuance costs ( 1,093 )

Total 0.75 % Convertible Senior Notes due 2032, net

Total long-term debt, net $ 374,688 $ 341,858

2032 Convertible Senior Notes

On June 22, 2026, the Company completed the sale of $ 316.3 million aggregate principal amount of Convertible Senior Notes with a stated interest rate of 0.75 % and a maturity date of July 1, 2032 (the 2032 Convertible Notes ), unless earlier converted, redeemed, or repurchased. The total net proceeds from the issuance of the 2032 Convertible Notes, including from the exercise by the initial purchasers of their option to purchase additional 2032 Convertible Notes, was approximately $ 305.7 million, which is net of discount of approximately $ 9.5 million and net offering expenses of approximately $ 1.1 million. Certain offering expenses had not yet been paid as of September 30, 2026 and are included in accrued expenses and other liabilities in the Consolidated Balance Sheets. On June 22, 2026, the Company entered into an indenture (the 2026 Indenture ), with U.S. Bank Trust Company, National Association, as trustee (the Trustee ), governing the 2032 Convertible Notes. The Company used a portion of the net proceeds from the offering to enter into capped call transactions (as described below under 2026 Capped Call Transactions ).

Prior to April 1, 2032, noteholders may convert their 2032 Convertible Notes at their option, only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2026 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130.0 % of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period during which the trading price per $1,000 principal amount of 2032 Convertible Notes for each trading day of the measurement period was less than 98.0 % of the product of the last reported sale price of the Company s common stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the 2032 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after April 1, 2032 until the close of business on the second business day immediately preceding the maturity date, noteholders may convert their 2032 Convertible Notes at any time, regardless of the foregoing circumstances.

Based on the terms of the 2032 Convertible Notes, the holders could not have converted all or a portion of their 2032 Convertible Notes in the third quarter of 2026. The last reported sale price of the Company's common stock was not greater than or equal to 130.0 % of the conversion price of the 2032 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended September 30, 2026. Based on the terms of the 2032 Convertible Notes, the holders cannot convert all or a portion of their 2032 Convertible Notes in the fourth quarter of 2026.

Upon conversion, the Company will pay or deliver, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at its election. The initial conversion rate for the 2032 Convertible Notes is 70.6140 shares of common stock per $1,000 principal amount of 2032 Convertible Notes, which is equivalent to an initial conversion price of approximately $ 14.16 per share of common stock. The conversion rate is subject to adjustment as described in the 2026 Indenture. In addition, if certain corporate transactions that constitute a Make-Whole Fundamental Change (as defined in the 2026 Indenture) occur prior to the maturity date, or if the Company delivers a notice of Optional Redemption or Cleanup Redemption, the Company will, in certain circumstances, temporarily increase the applicable conversion rate for holders that elect to convert their notes in connection with such

Notes to the financial statements 17 changes

Under the terms of these agreements, the number of options underlying the 2021 Capped Call Transactions was reduced by an amount corresponding to the principal amount of 2028 Convertible Notes repurchased, resulting in the termination of capped call options covering $ 276.0 million aggregate principal amount of the 2028 Convertible Notes. Following the partial unwind, the remaining 2021 Capped Call Transactions continue to cover the capped call options associated with the remaining outstanding 2028 Convertible Notes.

In connection with the partial unwind of the 2021 Capped call Transactions, the Company received aggregate cash proceeds of approximately $ 0.1 million from the option counterparties, which was recorded as an increase to additional paid-in capital in the Condensed Consolidated Balance Sheets. The partial unwind of the 2021 Capped Call Transactions was treated as an equity transaction and did not result in the recognition of any gain or loss in the Consolidated Statements of Operations.

2028 Convertible Senior Notes

On January 11, 2021, the Company completed the sale of $ 345.0 million aggregate principal amount of Convertible Senior Notes with a stated interest rate of 0.25 % and a maturity date of January 15, 2028 (the 2028 Convertible Notes ), unless earlier converted, redeemed, or repurchased. On June 22, 2026, the Company used proceeds from the 2032 Convertible Notes offering to repurchase a portion of its 2028 Convertible Notes with a net carrying amount of $ 274.1 million for total cash consideration of $ 262.9 million. As a result of the transaction, the Company recognized a gain on extinguishment of debt of $ 11.2 million, net of the write-off of related unamortized debt discount of $ 1.9 million, accrued interest of $ 0.3 million, and debt issuance costs of $ 44,000 . The gain was recognized in gain on extinguishment of debt in the Consolidated Statements of Operations.

The last reported sales price of the Company s common stock was not greater than or equal to 130.0 % of the conversion price of the 2028 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended March 31, 2026. Based on the terms of the 2028 Convertible Notes, the holders could not have converted all or a portion of their 2028 Convertible Notes in the second quarter of 2026. The last reported sales price of the Company s common stock was not greater than or equal to 130.0 % of the conversion price of the 2028 Convertible Notes on at least 20 of the last 30 consecutive trading days of the quarter ended June 30, 2026. Based on the terms of the 2028 Convertible Notes, the holders cannot convert all or a portion of their 2028 Convertible Notes in the third quarter of 2026. The value of the 2028 Convertible Notes, if-converted, does not exceed the principal amount based on a closing stock price of $ 14.59 on June 30, 2026.

2025 Convertible Senior Notes

On May 4, 2020, the Company completed the sale of $ 201.3 million of Convertible Senior Notes with a stated interest rate of 1.25 % and a maturity date of May 1, 2025 (the 2025 Convertible Notes ), unless earlier converted, redeemed, or repurchased. On May 1, 2025, the Company paid the outstanding principal balance on the 2025 Convertible Notes of $ 201.3 million and outstanding interest of $ 1.3 million.

The interest expense recognized on the 2025 Convertible Notes includes $ 0.2 million, $ 0.1 million and $ 13,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended June 30, 2025. The interest expense recognized on the 2025 Convertible Notes includes $ 0.8 million, $ 0.4 million and $ 52,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the six months ended June 30, 2025. There were no such amounts for the three and six months ended June 30, 2026. The effective interest rate on the 2025 Convertible Notes was 1.96 %, which included the interest on the 2025 Convertible Notes and amortization of the debt discount and debt issuance costs. The 2025 Convertible Notes bore interest at a rate of 1.25 % per annum, payable semi-annually in arrears on May 1 and November 1 of each year, which began on November 1, 2020.

transaction or notice of redemption. The value of the 2032 Convertible Notes, if converted, exceeds the principal amount by $ 93.8 million based on a closing stock price of $ 18.36 on September 30, 2026.

The Company may not redeem the 2032 Convertible Notes prior to July 6, 2029, except in the event of a Cleanup Redemption (as described below). The Company may redeem for cash all or any portion of the 2032 Convertible Notes, at its option, subject to certain limitations, on or after July 6, 2029 and on or prior to the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of Optional Redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides the related notice of optional redemption (such redemption, an Optional Redemption ), at a redemption price equal to 100 % of the principal amount of the 2032 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption date. In addition, the Company may redeem for cash all, but not less than all, of the 2032 Convertible Notes at any time at a redemption price equal to 100 % of the principal amount of the 2032 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Cleanup Redemption date if the amount of the 2032 Convertible Notes that remains outstanding is less than 15 % of the aggregate principal amount of the 2032 Convertible Notes initially issued and certain other conditions are met (such redemption, a Cleanup Redemption ). No sinking fund is provided for the 2032 Convertible Notes.

If an event involving bankruptcy, insolvency or reorganization events with respect to the Company occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2032 Convertible Notes then outstanding will immediately become due and payable. If any other default event occurs and is continuing, then noteholders of at least 25.0 % of the aggregate principal amount of the 2032 Convertible Notes then outstanding, by notice to the Company, may declare the principal amount of, and all accrued and unpaid interest on, all of the 2032 Convertible Notes then outstanding to become due and payable immediately. If the Company undergoes a Fundamental Change (as defined in the 2026 Indenture), then noteholders may require the Company to repurchase their 2032 Convertible Notes at a cash repurchase price equal to the principal amount of the 2032 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date (as defined in the 2026 Indenture).

The 2032 Convertible Notes are the Company s senior, unsecured obligations and will be equal in right of payment with its existing and future senior, unsecured indebtedness, senior in right of payment to its existing and future indebtedness that is expressly subordinated to the 2032 Convertible Notes and effectively junior to its existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness. The 2032 Convertible Notes will be structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, of its subsidiaries.

The interest expense recognized on the 2028 2032 Convertible Notes includes $ 0.2 0.6 million, $ 0.4 million and $ 8,000 47,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three months ended June September 30, 2026. The interest expense recognized on the 2028 2032 Convertible Notes includes $ 0.4 million, $ 0.7 million, and $ 16,600 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the six months ended June 30, 2026. The interest expense recognized on the 2028 Convertible Notes includes $ 0.2 million, $ 0.4 million and $ 8,600 50,000 for the contractual coupon interest, the amortization of the debt discount and the amortization of the debt issuance costs, respectively, for the three nine months ended June September 30, 2025. The interest expense recognized on the 2028 Convertible Notes includes $ 0.4 million, $ 0.7 million and $ 17,000 2026. There were no such amounts for the contractual coupon interest, the amortization of the debt discount three and the amortization of the debt issuance costs, respectively, for the six nine months ended June September 30, 2025. The effective interest rate on the 2028 2032 Convertible Notes is 0.70 1.33 %, which includes the interest on the 2028 2032 Convertible Notes and amortization of the debt discount and debt issuance costs. The 2028 2032 Convertible Notes bear interest at a rate of 0.25 0.75 % per annum, payable semi-annually in arrears on January 15 1 and July 15 1 of each year, beginning on July 15, 2021. January 1, 2027.

At June September 30, 2026, the estimated fair value (Level 2) and net carrying amount of the 0.25 0.75 % 2032 Convertible Senior Notes due 2028 was $ 64.6 470.8 million and $ 68.5 306.1 million, respectively. There were no such amounts at December 31, 2025. the estimated fair value (Level 2) and net carrying amount of the 0.25 % Convertible Senior Notes due 2028 was $ 307.1 million and $ 341.9 million, respectively.

2026 Capped Call Transactions

In connection with the 2032 Convertible Notes offering, on June 16, 2026 and June 17, 2026, the Company entered into separate, privately negotiated capped call transactions (collectively, the 2026 Capped Call Transactions ) with option counterparties pursuant to capped call confirmations at a cost of approximately $ 28.7 million. As the 2026 Capped Call Transactions meet certain accounting criteria, the 2026 Capped Call Transactions were classified as equity, are not accounted for as derivatives and were recorded as a reduction of the Company s additional paid-in capital in the accompanying Consolidated Financial Statements. The 2026 Capped Call Transactions are not part of the terms of the 2032 Convertible Notes and will not affect any holders rights under the 2032 Convertible Notes. The 2026 Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company s common stock that initially underlie the 2032 Convertible Notes. The number of shares underlying the 2026 Capped Call Transactions is 22.3 million.

The cap price of the 2026 Capped Call Transactions is initially $ 20.98 per share of the Company s common stock, which represents a premium of 100.0 % over the closing stock price on June 16, 2026, which was $ 10.49 per share, and is subject to certain adjustments under the terms of the 2026 Capped Call Transactions.

Note 7: Equity Transactions 1 change

In On June 16, 2026, in connection with the 2032 Convertible Notes offering, the Company entered into privately negotiated transactions to repurchase shares of its common stock. The repurchases were completed on June 22, 2026, and totaled 2,383,222 shares at $ 10.49 per share, for an aggregate purchase price of $ 25.0 million. The repurchases were funded using proceeds from the issuance of the 2032 Convertible Notes. The purchase price per share equaled the last reported sale price of the Company's common stock on the Nasdaq Capital Market on June 16, 2026. The repurchases were not made pursuant to a publicly announced share repurchase plan or program. The repurchase price did not exceed the market price of the Company's common stock, therefore, no portion of the consideration was attributed to the issuance of the 2032 Convertible Notes or to any other element of the transactions. The Company recorded the repurchases as treasury stock at cost, and are which is reflected as a reduction to stockholders' equity in the accompanying Consolidated Financial Statements.

Note 8: Stock-Based Compensation 32 changes

Three Months Ended June 30, Six Months Ended June 30,

Cost of revenue $ 400 $ 302 $ 737 $ 718

General and administrative 6,912 10,408 15,304 19,190

Research and development 319 675 896 1,272

Sales and marketing 585 830 915 1,788

Total stock-based compensation $ 8,216 $ 12,215 $ 17,852 $ 22,968

The Company recorded stock-based compensation on the Consolidated Statement of Operations for the three and six nine months ended June September 30, 2026 and 2025 as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

Cost of revenue $ 409 $ 336 $ 1,146 $ 1,054

General and administrative 7,349 8,756 22,653 27,947

Research and development 654 690 1,550 1,962

Sales and marketing 425 523 1,340 2,311

Total stock-based compensation $ 8,837 $ 10,305 $ 26,689 $ 33,274

A summary of the stock option activity under the Company s plans for the six nine months ended June September 30, 2026 is as follows:

2 unchanged paragraphs

Granted 3,113,058 $ 10.80

Exercised ( 141,782 ) $ 8.98

Forfeited ( 993,759 ) $ 14.03

Outstanding at June 30, 2026 9,139,718 $ 12.65

Exercisable at June 30, 2026 4,053,131 $ 14.40

The fair value of each stock option award granted during the six months ended June 30, 2026 was estimated as of the grant date using a Black-Scholes model with the following assumptions:

Expected term (in years) 5.2 - 6.5

Risk-free interest rate (%) 3.5 % - 4.3 %

Expected volatility (%) 62.4 % - 68.2 %

Weighted average grant date fair value per share $ 6.20

As of June 30, 2026, there was approximately $ 19.0 million of unrecognized stock-based compensation expense related to stock options that will be recognized over a weighted-average period of approximately 1.6 years.

A summary of the restricted stock activity under the Company s plans for the six months ended June 30, 2026 is as follows:

Granted 3,183,559 $ 10.91

Exercised ( 1,213,820 ) $ 11.90

Forfeited ( 1,130,186 ) $ 14.04

Outstanding at September 30, 2026 8,001,754 $ 12.70

Vested and expected to vest at June September 30, 2026 9,139,718 8,001,754 $ 12.65 12.70

Exercisable at September 30, 2026 3,218,264 $ 14.82

Note 9: Revenue Recognition 5 changes

1 unchanged paragraph

For the Company's pharmaceutical development services, the Company generally enters into contracts with pharmaceutical and biotech clients as well as other CROs to provide research and clinical trial services. Such services also include validation studies and assay development. The Company records revenue on a unit-of-service basis based on the number of units completed towards the satisfaction of a performance obligation. In addition, certain contracts include upfront fees and the revenue for those contracts is recognized over time as services are performed.

Additional offerings within the Company's portfolio include oncology data solutions, which involves the licensing of de-identified data to pharmaceutical and biotech clients in the form of either retrospective records or prospective deliveries of data. Revenue is recognized at a point in time upon delivery of retrospective data or over time for prospective data feeds. The Company negotiates billing schedules and payment terms on a contract-by-contract basis. Contract terms generally provide for payments based on a unit-of-service arrangement and are primarily short-term.

Amounts collected in advance of services being provided are deferred as contract liabilities on the Consolidated Balance Sheets. The associated revenue is recognized and the contract liability is reduced as the contracted services are subsequently performed. Contract assets are established for revenue recognized but not yet billed. These contract assets are reduced once the client is invoiced and a corresponding receivable is recorded. Additionally, the Company incurs sales commissions in the process of obtaining contracts with clients. Sales commissions that are payable upon contract award are recognized as assets and amortized over the expected contract term. The amortization of commission expense is based on the weighted average contract duration for all commissionable awards in the respective business in which the commission expense is paid, which approximates the period over which goods and services are transferred to the client. For short-term contracts, the Company applies the practical expedient which allows costs to obtain a contract to be expensed when incurred, if the amortization period of the assets that would otherwise have been recognized is one year or less. Contract assets and capitalized commissions are included in other current assets and other assets on the Consolidated Balance Sheets.

Most contracts are terminable by the clients, either immediately or according to advance notice terms specified within the contracts. All contracts require payment of fees to the Company for services rendered through the date of termination and may require payment for subsequent services necessary to conclude the study or close out the contract.

The following table summarizes the values of contract assets, capitalized commissions and contract liabilities (in thousands):

Note 10: Income Taxes 3 changes

2 unchanged paragraphs

As of June 30, 2026, management determined that a valuation allowance for the Company s U.S. operations is necessary because sufficient objectively verifiable positive evidence does not exist to overcome existing negative evidence. Accordingly, the Company s estimated annual effective tax rate applied to the Company s pre-tax loss for the three and six months ended June 30, 2026, includes an unfavorable impact of a partial valuation allowance against the majority of the Company s forecasted U.S. net operating loss and tax credit carryforwards.

As of June 30, 2026, the Company s U.K. operations are in a three-year cumulative loss position. However, the reversal of U.K. deferred tax liabilities will provide a source of realization to support a portion of the U.K. deferred tax assets, and therefore a valuation allowance has not been established for those deferred tax assets. Accordingly, the Company s estimated annual effective tax rate applied to the Company s pre-tax loss for the three and six months ended June 30, 2026, includes the favorable impact of recognizing a component of the U.K. benefit.

For the three and six months ended June 30, 2026, the Company recorded an income tax benefit primarily attributable to reversal of U.K. deferred tax liabilities related to intangible assets, partially offset with current state income tax provision.

Note 12: Commitments and Contingencies 3 changes

With the assistance of outside counsel, the Company voluntarily conducted an internal investigation that focused on the compliance of certain consulting and service agreements with federal healthcare laws and regulations, including those relating to fraud, waste and abuse. Based on this internal investigation, the Company voluntarily notified the Office of Inspector General of the U.S. Department of Health and Human Services ( OIG ) of the Company s internal investigation in November 2021, and thereafter cooperated with the government's investigation of this matter.

As previously disclosed, On July 20, 2026, the Company entered into finalized a civil settlement agreement (the Settlement Agreement ) with the U.S. Department of Justice ( DOJ ), on behalf of the Office of Inspector General of the U.S. Department of Health and Human Services ( OIG ), resolving the government's an investigation concerning related to certain consulting services provided by under the Company to certain health care providers for laboratory testing services as part of its Company's Laboratory Clinical Collaboration Initiative program. Under The terms of the Settlement Agreement, the Company agreed to pay the United States paid $ 10.0 million, consisting of a settlement amount of approximately $ 9.8 million plus accrued interest of $ 0.2 million, payable within 15 days during the third quarter of July 20, 2026. The Settlement Agreement resolves the DOJ's investigation of this matter, does not require the Company to enter into a corporate integrity agreement or undertake other additional ongoing compliance obligations, and is neither an admission of liability by the Company nor a concession by the United States that its claims are not well founded.

In connection with the settlement, the Company reduced its previously established liability from $ 11.2 million to $ 10.0 million and recognized a benefit of approximately $ 1.2 million in general and administrative expenses in the Consolidated Statements of Operations during the second quarter of 2026. No related liability remained outstanding as of September 30, 2026.

Legal proceedings 1 change

2 unchanged paragraphs

The Company operates under a single segment based on an analysis of the Company's reporting structure, the information available to the Chief Operating Decision Maker ( CODM ) , and the strategic decisions being made by management. The Company provides services to a diverse client base, which includes community-based pathology and oncology practices, hospital pathology labs, reference labs, academic centers, and pharmaceutical companies. Revenue is derived from clients by providing clinical cancer testing, interpretation and consultative services, molecular and NGS testing, MRD testing, comprehensive technical and professional services offering, clinical trials and research, validation laboratory services, and oncology data solutions.

1 unchanged paragraph

MD&A 52 changes

19 unchanged paragraphs

On May 6, 2024, the FDA published a final rule on the regulation of Laboratory Developed Tests ( LDTs ), which amended the FDA's regulations to make explicit that LDTs are devices under the Federal Food, Drug, and Cosmetic Act ( FD&C Act ). As part of that final rule, the FDA issued a policy to phase out, over the course of four years, its general enforcement discretion approach to LDTs and also issued targeted enforcement discretion policies for certain categories of LDTs.

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Revenue $ 201,656 $ 181,330 $ 20,326 11.2 % $ 388,328 $ 349,365 $ 38,963 11.2 %

Results of Operations for the Three and Six Nine Months Ended June September 30, 2026 as Compared to the Three and Six Nine Months Ended June September 30, 2025

The consolidated revenue for the three and six nine months ended June September 30, 2026 and 2025, is as follows:

Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2026 2025 $ Change % Change 2026 2025 $ Change % Change

Revenue $ 209,254 $ 187,797 $ 21,457 11.4 % $ 597,582 $ 537,162 $ 60,420 11.2 %

Revenue for the three and six nine months ended June September 30, 2026 increased $20.3 $21.5 million or 11.2%, 11.4%, and increased $39.0 $60.4 million or 11.2%, respectively, as compared to 2025. Changes in revenue primarily reflect an increase in test volume, and an increase in average unit

MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS unit price due to strategic reimbursement initiatives partially offset by lower non-clinical revenue due to macro clinical trial trends in the pharmaceutical industry.

2 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

The consolidated cost of revenue and gross profit metrics for the three and six nine months ended June September 30, 2026 and 2025 are as follows:

Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2026 2025 $ Change % Change 2026 2025 $ Change % Change

1 unchanged paragraph

Cost of revenue $ 109,778 $ 104,072 $ 5,706 5.5 % $ 215,586 $ 198,861 $ 16,725 8.4 %

Cost of revenue as a % of revenue 54.4% 57.4% 55.5% 56.9%

Total gross profit $ 91,878 $ 77,258 $ 14,620 18.9 % $ 172,742 $ 150,504 $ 22,238 14.8 %

Gross profit margin 45.6% 42.6% 44.5% 43.1%

Cost of revenue $ 112,666 $ 107,351 $ 5,315 5.0 % $ 328,252 $ 306,212 $ 22,040 7.2 %

Cost of revenue as a % of revenue 53.8% 57.2% 54.9% 57.0%

Total gross profit $ 96,588 $ 80,446 $ 16,142 20.1 % $ 269,330 $ 230,950 $ 38,380 16.6 %

Gross profit margin 46.2% 42.8% 45.1% 43.0%

(1) Cost of revenue for the three months ended June September 30, 2026 includes $4.6 million of amortization of acquired intangible assets and $0.4 million of stock-based compensation. Cost of revenue for the three months ended June September 30, 2025 includes $4.8 $4.6 million of amortization of acquired intangible assets and $0.3 million of stock-based compensation. Cost of revenue for the six nine months ended June September 30, 2026 includes $9.2 $13.8 million of amortization of acquired intangible assets and $0.7 $1.1 million of stock-based compensation. Cost of revenue for the six nine months ended June September 30, 2025 includes $9.7 $14.3 million of amortization of acquired intangible assets and $0.7 $1.1 million of stock-based compensation.

Consolidated cost of revenue increased 5.5% 5.0% for the three months ended June September 30, 2026 as compared to 2025. This increase was primarily due to $3.3 $3.0 million in higher compensation and benefit costs, a $1.9 $1.8 million increase in supplies expense, and a $0.5 $0.2 million increase in consulting fees. and a $0.5 million increase in postage and shipping costs partially offset by a $0.5 million decrease in depreciation expense.

Consolidated cost of revenue increased 8.4% 7.2% for the six nine months ended June September 30, 2026 as compared to 2025. This increase was primarily due to $8.3 $11.3 million in higher compensation and benefit costs, a $7.2 $9.0 million increase in supplies expense, a $1.1 $1.7 million increase in consulting and other professional fees, and a $1.1 $1.2 million increase in postage and shipping costs, partially offset by a $1.2 $1.1 million decrease in depreciation expense.

Gross profit margin for the three and six nine months ended June September 30, 2026 was 45.6% 46.2% and 44.5%, 45.1%, respectively, compared to 42.6% 42.8% and 43.1% 43.0% in the same period periods of 2025. For the three and six nine months ended June September 30, 2026, the increase increases of 3.0% and increase 3.4% of 1.4%, 2.1%, respectively, was were primarily related to the increase in revenue offset by higher compensation and benefit costs and an increase in supplies expense.

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

General and administrative $ 63,613 $ 71,747 $ (8,134) (11.3) % $ 129,354 $ 139,954 $ (10,600) (7.6) %

As a % of revenue 31.5 % 39.6 % 33.3 % 40.1 %

Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2026 2025 $ Change % Change 2026 2025 $ Change % Change

General and administrative $ 67,073 $ 69,874 $ (2,801) (4.0) % $ 196,427 $ 209,828 $ (13,401) (6.4) %

As a % of revenue 32.1 % 37.2 % 32.9 % 39.1 %

General and administrative expenses decreased $8.1 $2.8 million for the three months ended June September 30, 2026, when compared to the same period in 2025. This decrease was partially primarily due to a $4.1 $2.7 million decrease in legal and other professional fees, a $2.3 $0.2 million decrease in compensation and benefit facilities costs, a $1.2 million benefit for reversal of an accrual related to the regulatory matter settlement, a $0.5 $0.1 million decrease in transaction compensation and benefit costs, and a $0.1 million decrease in facilities transaction costs. of $0.2 million. These decreases were partially offset by an increase of $0.2 $0.5 million in recruiting software and technology expenses.

General and administrative expenses decreased $13.4 million for the nine months ended September 30, 2026, when compared to the same period in 2025. This decrease was primarily due to a $10.0 million decrease in legal and other professional fees, a $3.2 million

MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS decrease in compensation and benefit costs, a $1.9 million decrease in transaction costs, and a $1.2 million benefit from the adjustment of the reserve for the regulatory matter to the final settlement amount. These decreases were partially offset by an increase of $2.0 million in software and technology expenses, an increase of $0.2 million in facilities-related expenses, as well as an increase of $0.3 million due to losses on the disposal of assets during the nine months ended September 30, 2025.

Research and Development Expenses

Research and development expenses relate to costs of developing new proprietary and non-proprietary genetic tests, including compensation and benefit costs, maintenance of laboratory equipment, laboratory supplies (reagents), and outside consultants and experts assisting our research and development team, as well as stock-based compensation. Research and development expenses are presented net of research and development tax and expenditure credits from the U.K. government, which are recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied with any conditions attached and will receive the reimbursement.

Consolidated research and development expenses for the periods presented are as follows:

Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2026 2025 $ Change % Change 2026 2025 $ Change % Change

Research and development $ 9,855 $ 8,694 $ 1,161 13.4 % $ 30,150 $ 27,898 $ 2,252 8.1 %

As a % of revenue 4.7 % 4.6 % 5.0 % 5.2 %

Research and development expenses increased $1.2 million for the three months ended September 30, 2026 when compared to the same period in 2025. This increase was primarily due to a $0.7 million increase in supplies expense, a $0.6 million increase in compensation and benefit costs, and a $0.5 million increase in professional fees. These increases were partially offset by a $0.3 million decrease in depreciation expense, a $0.3 million decrease in equipment costs, and a $0.2 million increase in U.K. research and development credits.

Research and development expenses increased $2.3 million for the nine months ended September 30, 2026 when compared to the same period in 2025. This increase was primarily due to a $1.8 million increase in supplies expense, a $1.7 million increase in compensation and benefit costs, and a $0.7 million increase in consulting fees. These increases were partially offset by a $1.2 million increase in U.K. research and development credits, a $0.5 million decrease in equipment costs, and a $0.2 million decrease in depreciation expense.

We anticipate research and development expenditures will increase in the future as we continue to invest in development activities for innovation projects and bringing new tests to market.

Sales and Marketing Expenses

Sales and marketing expenses are primarily attributable to employee-related costs including sales management, sales representatives, sales and marketing consultants, marketing and client service personnel, and stock-based compensation.

Consolidated sales and marketing expenses for the periods presented are as follows:

Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2026 2025 $ Change % Change 2026 2025 $ Change % Change

Sales and marketing $ 27,601 $ 21,806 $ 5,795 26.6 % $ 78,706 $ 68,564 $ 10,142 14.8 %

As a % of revenue 13.2 % 11.6 % 13.2 % 12.8 %

Sales and marketing expenses increased $5.8 million for the three months ended September 30, 2026 when compared to the same period in 2025. This increase was primarily due to a $2.9 million increase in compensation and benefit costs due to the expansion of our sales force, an increase in professional fees of $1.3 million, a $1.1 million increase in software and technology expenses, and an increase in travel costs of $0.3 million.

Sales and marketing expenses increased $10.1 million for the nine months ended September 30, 2026 when compared to the same period in 2025. This increase was primarily due to a $5.4 million increase in compensation and benefit costs due to the expansion of our sales force, an increase in professional fees of $2.5 million, a $1.2 million increase in software and technology expenses, and an increase in travel costs of $0.6 million.

We expect higher commissions expense in the coming quarters as we expand our sales representative force and our sales representatives generate new business. We expect our sales and marketing expenses over the long term to align with changes in revenue and we continue to evaluate the effectiveness of our incentive compensation plans.

Consolidated impairment charges for the three and nine months ended September 30, 2026 and 2025 is as follows:

Controls and procedures 2 changes

2 unchanged paragraphs

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in as defined in Rule Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.

1 unchanged paragraph

There were no changes in our internal control over financial reporting that occurred during the quarter ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Unregistered sales of stock 8 changes

4 unchanged paragraphs

April 1, 2026 - April 30, 2026 799 $ 7.42

May 1, 2026 - May 31, 2026 3,938 $ 9.26

June 1, 2026 - June 30, 2026 (2)

(2) In June 2026, the Company entered into privately negotiated share repurchase transactions and repurchased 2,383,222 shares of its common stock at $10.49 per share for an aggregate purchase price of $25.0 million. The repurchases were not made pursuant to a publicly announced share repurchase plan or program.

July 1, 2026 - July 31, 2026 49 $ 14.59

August 1, 2026 - August 31, 2026 79 $ 15.51

September 1, 2026 - September 30, 2026 2,692 $ 17.91

(1) The Company's 2023 Equity Incentive Plan (the 2023 Plan ) was adopted on May 25, 2023 and most recently amended on May 21, 2026. The 2023 Plan replaced the Amended and Restated Equity Incentive Plan, as most recently amended on May 25, 2017 (the Prior Plan ). Both the 2023 Plan and the Prior Plan allow participants to surrender already-owned shares having a fair market value equal to the required withholding tax related to the vesting of restricted stock. Pursuant to a share withholding election made by participants in connection with the vesting of such awards, all of which were outside of a publicly announced repurchase plan, we acquired from such participants the shares noted in the table above in the months of April and May and 12,352 shares in the month of June to satisfy tax withholding obligations related to the vesting of their restricted stock. The average prices listed in the above table for the months of April and May are averages of the fair market prices at which we valued shares withheld for purposes of calculating the number of shares to be withheld. the average of the fair market prices at which we valued shares withheld for purposes of calculating the number of shares to be withheld in the month of June was $11.41.

Other information 1 change

1 unchanged paragraph

During the quarter ended June September 30, 2026, no officers or directors, as defined in Rule 16a-1(f), adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as defined in Regulation S-K Item 408.

Exhibits 15 changes

1 unchanged paragraph

4.1 Indenture, dated as of June 22, 2026, between NeoGenomics, Inc. and U.S. Bank Trust Company, National Association, as trustee

4.2 Form of 0.75% Convertible Senior Notes due 2032 (included in Exhibit 4 . 1 )

Incorporated by reference to the Company s Current Report on Form 8-K filed with the SEC on June 22, 2026.

10.1 Second Amendment of the NeoGenomics, Inc. 2023 Equity Incentive Plan, as approved by the Company's stockholders on May 21, 2026

Incorporated by reference to Annex A of the Company's

Proxy Statement on Form DEF 14A as filed with the

SEC on April 6, 2026 (File No. 001-35756).

Form of Capped Call Transaction Confirmation

Incorporated by reference to the Company s Current Report on Form 8-K filed with the SEC on June 16, 2026.

3.1 Amendment to the Amended and Restated Bylaws of NeoGenomics, Inc., effective as of September 30, 2026.

Incorporated by reference to the Company s Current Report on Form 8-K filed with the SEC on June 22, October 5, 2026.

10.1 Amended and Restated Employment Agreement, effective as of January 4, 2027, by and between NeoGenomics, Inc. and Anthony Zook.

10.2 Amended and Restated Employment Agreement, effective as of January 4, 2027, by and between NeoGenomics, Inc. and Warren Stone.

10.3 Letter Agreement between NeoGenomics, Inc. and Alicia Olivo, dated as of October 2, 2026.

11 unchanged paragraphs

Date: July October 28, 2026 NEOGENOMICS, INC.

4 unchanged paragraphs