NEO

neo-202602170001077183FALSE00010771832026-02-172026-02-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 17, 2026

NEOGENOMICS, INC.

(Exact name of registrant as specified in its charter)

Nevada 001-35756 74-2897368

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

9490 NeoGenomics Way,Fort Myers,Florida33912 (Address of principal executive offices)(Zip Code)

(239) 768-0600 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:Trading Symbol(s):Name of each exchange on which registered: Common Stock, par value $0.001 per shareNEOThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 17, 2026, NeoGenomics, Inc. issued a press release reporting its results for its fourth fiscal quarter of 2025 and full year ended December 31, 2025. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a)Not applicable (b)Not applicable (c)Not applicable (d)Exhibits.

99.1Press Release of NeoGenomics, Inc. dated February 17, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

NEOGENOMICS, INC.

Date:February 17, 2026By: /s/ Jeffrey S. Sherman Jeffrey S. Sherman Chief Financial Officer

neo-202601090001077183FALSE00010771832026-01-092026-01-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 9, 2026

NEOGENOMICS, INC.

(Exact name of registrant as specified in its charter)

Nevada 001-35756 74-2897368

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

9490 NeoGenomics Way,Fort Myers,Florida33912 (Address of principal executive offices)(Zip Code)

(239) 768-0600 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock ($0.001 par value)NEOThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐

Item 2.02Results of Operations and Financial Condition.

On January 12, 2026, NeoGenomics, Inc. (the “Company”) issued a press release announcing select preliminary unaudited financial results for the fourth quarter and fiscal year ended December 31, 2025, consisting of preliminary revenue, as well as the planned transition of Mr. Sherman from the role of Chief Financial Officer and the appointment of Abhishek Jain as the Company’s Executive Vice President, Finance.

The selected financial results are based on preliminary unaudited information and management estimates, are not a comprehensive statement of the Company’s financial results for either the fourth quarter or fiscal year ended December 31, 2025 and are subject to change. Such changes may be material. Our independent registered public accounting firm has not conducted an audit or review of, and does not express an opinion or provide any other form of assurance with respect to, these preliminary results.

A copy of the press release containing this announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. All of the information included in Items 2.02 and 9.01 of this report and Exhibit 99.1 hereto is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 5.02Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 12, 2026, the Company announced that, on January 9, 2026, Jeffrey S. Sherman, the Company’s Chief Financial Officer, notified the Board of Directors of the Company (the "Board") of his intention to retire. The Board and Mr. Sherman have agreed that Mr. Sherman will transition to the role of Executive Vice President, Finance effective March 2, 2026, upon the completion of the Company's audit and reporting of its financial results for the fiscal year ended December 31, 2025. Mr. Sherman is expected to serve as the Company's Executive Vice President, Finance through April 14, 2026, the effective date of his retirement. Mr. Sherman has agreed to continue to serve as a special advisor to the Company from April 14, 2026 through April 2028. In connection with his anticipated service as a special advisor to the Company, Mr. Sherman and the Company expect to enter into a Special Advisor Agreement.

On January 12, 2026, the Company announced the appointment of Abhishek Jain, 50, as Executive Vice President, Finance, effective as of January 12, 2025. Mr. Jain is expected to assume the role of Chief Financial Officer on March 2, 2026, when Mr. Sherman

neo-202510280001077183FALSE00010771832025-10-282025-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 28, 2025

NEOGENOMICS, INC.

(Exact name of registrant as specified in its charter)

Nevada 001-35756 74-2897368

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

9490 NeoGenomics Way, Fort Myers,Florida33912 (Address of principal executive offices)(Zip Code)

(239) 768-0600 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock ($0.001 par value)NEOThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐

Item 2.02Results of Operations and Financial Condition.

On October 28, 2025, NeoGenomics, Inc. issued a press release reporting its results for its third fiscal quarter of 2025. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(a) Not applicable (b) Not applicable (c) Not applicable (d) Exhibits.

99.1 Press Release of NeoGenomics, Inc. dated October 28, 2025.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

NEOGENOMICS, INC.

By:/s/ Jeffrey S. Sherman Name:Jeffrey S. Sherman Title:Chief Financial Officer Date:October 28, 2025