64049MAB6

NeoGenomics, Inc., a Nevada corporation (referred to individually as the “Company” or collectively with its subsidiaries as “NeoGenomics,” “we,” “us,” or “our,” in this Quarterly Report) is the registrant for SEC reporting purposes. Our common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “NEO”. Introduction The following discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and the notes thereto included herein. The information contained below includes statements of the Company’s or management’s beliefs, expectations, goals and plans that, if not historical, are forward-looking statements subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. For a discussion on forward-looking statements, see the information set forth in the introductory note to this Quarterly Report on Form 10-Q under the caption “Forward-Looking Statements,” which information is incorporated herein by reference. Overview NeoGenomics provides a wide range of oncology diagnostic testing and consultative services, which include technical laboratory services and professional interpretation of laboratory test results by licensed physicians or molecular experts who specialize in pathology and oncology. We operate a network of cancer-focused testing laboratories in the United States and the United Kingdom. Our vision is a world where every cancer treatment decision is as personal as the patient. That vision comes to life through our mission: We take cancer personally. We partner with physicians to deliver actionable insights that guide treatment decisions and improve outcomes—through a comprehensive oncology portfolio, integrated solutions, and an unwavering commitment to excellence. As of June 30, 2026, we operated College of American Pathologists (“CAP”) accredited and Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certified laboratories in Fort Myers, Florida; Aliso Viejo and Carlsbad, California; Research Triangle Park, North Carolina; Ramsey, New Jersey; and Houston, Texas; and a CAP accredited full-service, sample-processing laboratory in Cambridge, United Kingdom. We also have several, small, non-processing laboratory locations across the United States for providing analysis services. We currently offer the following types of testing services: •Cytogenetics (“karyotype analysis”) – the study of normal and abnormal chromosomes and their relationship to disease. Cytogenetics involves analyzing the chromosome structure to identify changes from patterns seen in normal chromosomes. Cytogenetic studies are often performed to provide diagnostic, prognostic and occasionally predictive information for patients with hematological malignancies. •Fluorescence In-Situ Hybridization (“FISH”) – a molecular cytogenetic technique that focuses on detecting and localizing the presence or absence of specific DNA sequences and genes on chromosomes. The technique uses fluorescent probes that bind to only those parts of the chromosome with which they show a high degree of sequence similarity. Fluorescence microscopy is used to visualize the fluorescent probes bound to the chromosomes. FISH can be used to help identify numerous types of gene alterations, including amplifications, deletions, and translocations. •Flow cytometry – a technique utilized to measure the characteristics of cell populations. Typically performed on liquid samples such as peripheral blood and bone marrow aspirate, it may also be performed on solid tissue samples such as lymph nodes after additional processing steps. Cells are labeled with selective fluorescent antibodies and analyzed as they flow in a fluid stream through a beam of light. The properties measured include the relative size, relative granularity or internal complexity, and relative fluorescence intensity. These fluorescent antibodies bind to specific cellular antigens and are used to identify abnormal and/or malignant cell populations. Flow cytometry is typically utilized in diagnosing a wide variety of hematopoietic and lymphoid neoplasms. •Immunohistochemistry (“IHC”) and Digital Imaging – the process of localizing cellular proteins in tissue sections and relies on the principle of antigen-antibody binding. IHC is widely used in the characterization of abnormal cells such as those found in cancer. Specific surface membrane, cytoplasmic, or nuclear markers may be identified. IHC is also widely used to understand the distribution and localization of differentially expressed proteins. Digital imaging allows clients to visualize scanned slides and also facilitates quantitative analysis for certain stains. Scanned slides are received online in real time and can be previewed often a full day before the glass slides can be shipped back to clients. •Molecular Residual Disease (“MRD”) testing – advanced molecular and flow-based testing designed to detect very low levels of residual malignant cells that remain after treatment and are below the threshold of conventional diagnostic methods. MRD testing is used to assess treatment response, evaluate disease recurrence risk, and support clinical decision-making in solid tumors and hematologic malignancies. NeoGenomics’ MRD capabilities include highly sensitive assays leveraging next-generation sequencing (“NGS”) and flow cytometry technologies. •Molecular testing – a rapidly growing field that includes a broad range of laboratory techniques utilized in cancer testing. Most molecular techniques rely on the analysis of DNA and/or RNA, in order to identify genetic alterations associated with 27 NEOGENOMICS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS disease. Common molecular testing technologies include DNA fragment length analysis; polymerase chain reaction (“PCR”) analysis; reverse transcriptase polymerase chain reaction (“RT-PCR”) analysis; real-time (or quantitative) polymerase chain reaction (“qPCR”) analysis; Sanger sequencing analysis; and NGS analysis. •Morphologic analysis – the process of analyzing cells under the microscope by a pathologist, usually for the purpose of diagnosis. Morphologic analysis may be performed on a wide variety of samples, such as peripheral blood, bone marrow, lymph nodes, and other organs such as lung, breast, etc. The services provided at NeoGenomics may include primary diagnosis, in which a sample is received for processing and our pathologists provide the initial diagnosis; or may include secondary consultations, in which slides and/or tissue blocks are received from an outside institution for second opinion. In the latter setting, the expert pathologists at NeoGenomics assist our client pathologists on their most difficult and complex cases. Reportable Segment We operate under a single segment that encompasses a comprehensive range of services. This approach aims to streamline our operations and enhance our service offerings to our diverse client base, which includes community-based pathology and oncology practices, hospital pathology labs, reference labs, academic centers, and pharmaceutical companies. Revenue Streams Our revenue streams include: •Clinical cancer testing; •Interpretation and consultative services; •Molecular and NGS testing; •MRD testing; •Comprehensive technical and professional services offering; •Third-party clinical trials and research support services; •Validation laboratory services; and •Oncology data solutions. Service Offerings Our clinical cancer testing services are designed to complement the work of community-based pathologists and oncologists, allowing them to expand their testing capabilities without significant investment in new technology or personnel. We offer both technical component (“TC” or “tech-only”) and professional component (“PC”) services, enabling our clients to participate in the diagnostic process. These services are designed to be a natural extension of, and complementary to, the services that clients perform within their own practices. We believe our relationship as a non-competitive partner to community-based pathology practices, hospital pathology labs, reference labs, and academic centers empowers them to expand their breadth of testing. We believe this enables them to provide a menu of services that could match or exceed the level of service found in any center of excellence around the world. Community-based pathology practices and hospital pathology labs may order certain testing services on a TC basis, allowing them to participate in the diagnostic process by performing the PC interpretation services without having to hire laboratory technologists or purchase sophisticated equipment needed for the TC testing. We also support our pathology clients with interpretation and consultative services using our own specialized team of pathologists for difficult or complex cases, as well as provide overflow interpretation services when requested. For oncology and other clinician practices that prefer a direct relationship with a laboratory for cancer-related genetic testing services, we typically offer a comprehensive service where we perform both the TC and PC components of tests. Larger clinician practices internalizing pathology interpretation services can benefit from our tech-only service offering, allowing them to participate in this diagnostic process while we handle the more complex molecular testing services. We are a leading provider of Heme oncology diagnostic testing, which includes molecular and NGS testing, and one of the key providers of solid tumor NGS testing solutions in the United States. These tests are interpreted by our team of molecular experts and are often ordered in conjunction with other testing modalities. NGS panels, one of our fastest-growing testing areas, enable clients to receive significant biomarker information from limited samples. These comprehensive panels can allow for faster treatment decisions for patients as compared to a series of single-gene molecular tests being ordered sequentially. Our broad molecular testing menu includes our PanTracer portfolio (PanTracer Tissue, PanTracer Tissue + HRD, PanTracer LBx) and Neo Comprehensive panels (Neo Comprehensive Heme Cancers and Neo Comprehensive Myeloid Disorders), which are applied across a broad range of cancer types, 28 NEOGENOMICS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS and NeoTYPE panels which target select genes relevant to a particular cancer type. Additionally, we have molecular-only and comprehensive NGS-targeted panels, which combine DNA and RNA into a single workflow. This approach captures a full spectrum of genomic alterations, including mutations, fusions, copy number variations, and splicing mutations, as well as tumor mutation burden (“TMB”) and microsatellite instability (“MSI”) for solid tumors. These tests are complemented by IHC and FISH tests when necessary. This comprehensive molecular test menu allows our clients to obtain most of their molecular oncology testing needs satisfied from our laboratory. This is attractive to our clients as patient samples do not need to be split and then managed across several laboratories. The acquisition of Inivata in June 2021 enhanced our capabilities with oncology liquid biopsy technology including RaDaR®, which is designed to detect MRD and recurrence in plasma samples from patients with solid tumor malignancies. These molecular laboratory and NGS capabilities are expected to drive growth in the coming years. Our specialized pharmaceutical development services support pharmaceutical firms (“sponsors”) through the provision of laboratory testing, biomarker analysis, data generation, and related scientific support services in connection with sponsor-led research studies and clinical trials. These services may include assay development, analytical testing, sample analysis, and data reporting performed in accordance with applicable regulatory and quality standards. NeoGenomics does not sponsor, conduct, or control clinical trials, and sponsors retain responsibility for study design, regulatory submissions, trial conduct, and clinical decision-making. These services provide comprehensive support in oncology programs, including biomarker discovery, study design, and clinical trial testing. We aim to help clients discover the right content, refine biomarker strategies, and develop effective pathways for clinical trial testing. Our oncology data solutions, which involve the licensing of de-identified data to pharmaceutical and biotech customers in the form of either retrospective records or prospective deliveries of data, are designed to leverage our unique market position to solve real-world problems, such as identifying patients for clinical trials or providing clinical decision support tools for physicians and providers. This integration aligns with our broader service offerings to provide seamless, comprehensive support for both clinical and pharmaceutical clients. Strategic Focus We aim to provide a seamless and integrated service offering to our clients. Our operating approach allows us to leverage our expertise in oncology and molecular diagnostics to support both clinical and pharmaceutical clients more effectively. Our commitment to connecting patients with life-altering therapies and trials remains a core focus. We have invested in leading technologies to secure data and maintain transparency and choice for patients through our Notice of Privacy Practices. 2026 Focus Areas: We are committed to sustainable growth while transforming cancer care for patients and providers and enabling the delivery of precision oncology into the community care setting. Our focus for 2026 is to sustain a purpose driven culture that maintains excellence in service and performance while growing through targeted innovation and to further extend our market relevance in the areas of therapy selection and MRD. We expect the following initiatives to allow the Company to continue on its path to becoming one of the world’s leading comprehensive cancer testing companies, catering primarily to patients receiving their care in the community setting: Next Generation Precision Diagnostic Testing Solutions •Drive adoption of our therapy selection and MRD portfolio, including RaDaR ST, our circulating tumor DNA assay for the detection of MRD, and our PanTracer portfolio for solid tumor therapy selection, including PanTracer LBx and PanTracer Pro; •Execute on focused investment programs supporting innovation, product development and commercialization of precision oncology testing solutions; and •Advance our research and development pipeline, including whole genome sequencing applications and our next-generation MRD assay. Our Community Channel Strength •Continue purposeful expansion into the community oncology market, leveraging the strategic position that we've established with community hospitals; •Expand adoption of our broader testing portfolio through increased commercial reach and frequency, including targeted investments in sales and commercial resources; and •Deliberately leverage partnerships to expand our market presence and accelerate our topline growth. Optimize and Win the Customer Experience •Drive operational efficiency and scalability through strategic sourcing, digital pathology, laboratory automation, process improvements and platform upgrades; and 29 NEOGENOMICS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS •Continually improve the customer experience as a key competitive differentiator while supporting future growth in testing volumes. Enhance Our People and Culture •Enhance our Neo Culture through increased accountability and improved cross-functional collaboration. Competitive Strengths In addition to the competitive strengths discussed below, we believe that our superior testing technologies and instrumentation, laboratory information systems, client education programs and domestic and international operations also differentiate NeoGenomics from its competitors. Turnaround Times We consistently focus on improving turnaround times for test results to our clients nationwide. By providing information to our clients in a timely manner, physicians can begin treating their patients as soon as possible. Timeliness of results from our clinical services is a driver of additional testing requests by referring physicians. Turnaround times allow for the performance of other adjunctive tests within an acceptable diagnosis window in order to augment or confirm results and more fully inform treatment options. Additionally, we believe that our rapid turnaround time on testing and our project milestones are key factors in our pharmaceutical development services. Comprehensive Oncology-Focused Test Menu We offer a comprehensive suite of technical and professional interpretation services to meet the needs of clients who are not credentialed and/or trained in interpreting various testing modalities and who require NeoGenomics' pathology specialists to interpret their testing results. In our global service offerings, our lab performs the technical component of testing and our MDs and PhDs provide the professional component of testing by interpreting the results of those tests. Our professional staff is also available for post-test consultative services. Clients using our global service offering rely on the expertise of our medical team to give them the answers they need in a timely manner to help inform their diagnoses and treatment decisions. Our Molecular and NGS test menus provide clients with the ability to order single gene molecular tests, targeted NeoTYPE panels that include the relevant and actionable genes for a particular cancer type, and the PanTracer portfolio and Neo Comprehensive panels, which include a broader range of genes and may be utilized in many different cancer types. Additionally, we offer a full range of sequencing testing, including whole exome sequencing as part of our pharmaceutical development services. National Direct Sales Force Our direct sales force has been trained extensively in cancer genetic testing and consultative selling skills to service the needs of clients. Our clinical services sales team is organized into ten regions in the United States – Northeast, Pacific North, South Central, South East, West, Mid-Atlantic, Mountain, Central, Great Lakes and Florida. Our sales team is focused on value-based care solutions and end-to-end client experience as a growth driver. For our pharmaceutical development services, we have a dedicated team of business development specialists who are experienced in working with sponsors and helping them with the testing needs of their pre-clinical development projects as well as Phase I, II and III studies. Our Oncology Data Solutions sales team is account focused and partners with sponsors in the Pharmaceutical and Biotech setting by providing data assets which support pre-clinical and commercial targeting and decision making. All sales representatives utilize our custom Customer Relationship Management System (“CRM”) to manage their territories, and we have integrated the key customer care functionality within our Laboratory Information Management System (“LIMS”) into the CRM so that our sales representatives can stay informed of emerging issues and opportunities within their areas of business. Our in-house customer care team is aligned with our field sales team to serve the needs of our clients by utilizing the same LIMS and CRM. Our field teams have transparency to see when a client calls the laboratory, the reason for the call and the resolution, and determine if face-to-face interaction is needed for follow-up. Our sales force educates clients on new test offerings and their proper utilization, and our representatives are often seen as trusted advisors by our clients. Seasonality and Other Factors Affecting the Business The majority of our clinical testing volume is dependent on patients being treated by hematology/oncology professionals and other healthcare providers. The volume of our testing services generally declines modestly during the summer vacation season, year-end holiday periods and other major holidays, particularly when those holidays fall during the middle of the week. In addition, the volume of our testing tends to decline due to extreme adverse weather conditions, such as excessively hot or cold spells, heavy snow, and hurricanes or tornadoes in certain regions, consequently reducing revenues and cash flows in any affected period. For our pharmaceutical development services, we enter into both short-term and long-term contracts, ranging from one month to several years. While the volume of this testing is not as directly affected by seasonality as described above, the testing volume does vary based on the terms of the contract. Our volumes are often based on how quickly sponsors can get patient enrollees for their trials and seasonality can impact how quickly patients are enrolled. Many of our long-term contracts contain specific performance 30 NEOGENOMICS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS obligations where the testing is performed on a specific schedule. In addition, this results in backlog that can be significant and highly dependent on pharmaceutical clinical trial enrollment. Due to multiple factors, including the timing of product launches and investments we make in our business, and the annual reset of patient deductibles, our revenue often increases over the course of the year, such that a modestly greater portion of our revenue is generated in the third and fourth quarters. In addition, we are monitoring the effects of recently implemented tariffs and the potential imposition of modified or additional tariffs. We may experience increased supply chain challenges and customer demand uncertainty due to rapid changes in global trade policies, which may impact our net sales and profitability. Laboratory Developed Tests The FDA has regulatory responsibility over instruments, test kits, reagents, and other medical devices used by clinical laboratories to perform diagnostic testing. High complexity and CLIA-certified laboratories such as ours frequently develop testing procedures intended exclusively for use by the developing laboratory to provide diagnostic results to customers. These tests are referred to as LDTs. The regulatory framework governing LDTs is evolving, complex, and has been the subject of ongoing debate. LDTs are subject to CMS oversight through its enforcement of CLIA. The FDA has also claimed regulatory authority over LDTs but has historically exercised enforcement discretion with regard to most LDTs offered by CLIA-certified laboratories performing high complexity tests, and has not subjected these tests to FDA rules and regulations governing medical devices, including premarket review requirements. 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 LDT's 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. On May 29, 2024, the American Clinical Laboratory Association (“ACLA”) filed a lawsuit against the FDA in the United States District Court for the Eastern District of Texas, challenging the FDA's final rule. A similar lawsuit was also filed by the Association for Molecular Pathology and that case has been consolidated with the ACLA action. On March 31, 2025, the U.S. District Court for the Eastern District of Texas vacated the FDA's final rule in its entirety, ruling that the FDA exceeded its statutory authority under the FD&C Act. As a result of this decision, the final rule will not take effect, and LDTs will continue to be regulated under the existing regulatory frameworks. Notwithstanding the court’s decision, future legislative, regulatory, or administrative actions could reintroduce FDA oversight of certain LDTs, which could increase compliance obligations and costs. It is possible that changes to FDA’s regulatory approach, whether triggered by legislation, the current presidential administration, or otherwise, may result in increased regulatory burdens and costs for us, including requiring us to seek marketing authorization for and maintain ongoing compliance for our existing tests, any modifications thereto, or any future tests we may develop. If the government begins to regulate our tests, it could require a significant volume of applications, which would be burdensome and potentially costly. Furthermore, governmental bodies could take a long time to review such applications and/or document responses if other laboratories were also required to file applications and/or document responses for each of their LDTs. In addition, we could be required to conduct clinical trials in order to support required applications, which could add cost, delay and uncertainty to the process of bringing our tests to market and maintaining compliance of our marketed tests. Our laboratory in Cambridge, United Kingdom does not conduct studies regulated by Good Laboratory Practice or Good Clinical Practice. To hold human tissues for research and development purposes, the laboratory is registered with the UK Human Tissue Authority. Research studies conducted at the Cambridge laboratory have involved the use of in vitro diagnostic medical devices that may bear a European Conformity mark; however, these studies are not intended to provide clinical diagnoses or guide treatment for individual patients within the National Health Service or other healthcare settings. Instead, such studies are conducted solely for research purposes. Results of Operations for the Three and Six Months Ended June 30, 2026 as Compared to the Three and Six Months Ended June 30, 2025 Revenue The consolidated revenue for the three and six months ended June 30, 2026 and 2025, is as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 $ Change % Change 2026 2025 $ Change % Change Revenue $ 201,656 $ 181,330 $ 20,326 11.2 % $ 388,328 $ 349,365 $ 38,963 11.2 % Revenue for the three and six months ended June 30, 2026 increased $20.3 million or 11.2%, and increased $39.0 million or 11.2%, respectively, as compared to 2025. Changes in revenue primarily reflect an increase in test volume, and an increase in average unit 31 NEOGENOMICS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS price due to strategic reimbursement initiatives partially offset by lower non-clinical revenue due to macro clinical trial trends in the pharmaceutical industry. Cost of Revenue and Gross Profit Cost of revenue includes compensation and benefit costs for performing tests, maintenance and/or depreciation of laboratory equipment, rent for laboratory facilities, laboratory reagents, probes and supplies, delivery and courier costs relating to the transportation of specimens to be tested, amortization for acquired intangible assets, and stock-based compensation. The consolidated cost of revenue and gross profit metrics for the three and six months ended June 30, 2026 and 2025 are as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 $ Change % Change 2026 2025 $ Change % Change Cost of revenue(1): 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% Gross profit: 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% (1) Cost of revenue for the three months ended June 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 30, 2025 includes $4.8 million of amortization of acquired intangible assets and $0.3 million of stock-based compensation. Cost of revenue for the six months ended June 30, 2026 includes $9.2 million of amortization of acquired intangible assets and $0.7 million of stock-based compensation. Cost of revenue for the six months ended June 30, 2025 includes $9.7 million of amortization of acquired intangible assets and $0.7 million of stock-based compensation. Consolidated cost of revenue increased 5.5% for the three months ended June 30, 2026 as compared to 2025. This increase was primarily due to $3.3 million in higher compensation and benefit costs, a $1.9 million increase in supplies expense, a $0.5 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% for the six months ended June 30, 2026 as compared to 2025. This increase was primarily due to $8.3 million in higher compensation and benefit costs, a $7.2 million increase in supplies expense, a $1.1 million increase in consulting fees, and a $1.1 million increase in postage and shipping costs partially offset by a $1.2 million decrease in depreciation expense. Gross profit margin for the three and six months ended June 30, 2026 was 45.6% and 44.5%, respectively, compared to 42.6% and 43.1% in the same period of 2025. For the three and six months ended June 30, 2026, the increase of 3.0% and increase of 1.4%, respectively, was primarily related to the increase in revenue offset by higher compensation and benefit costs and an increase in supplies expense. General and Administrative Expenses General and administrative expenses consist of compensation and benefit costs for our executive, billing, finance, human resources, information technology, and other administrative personnel, as well as stock-based compensation. We also allocate professional services, facilities expense, IT infrastructure costs, depreciation, amortization, and other administrative-related costs to general and administrative expenses. Consolidated general and administrative expenses for the periods presented are as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 $ Change % Change 2026 2025 $ Change % Change 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 % General and administrative expenses decreased $8.1 million for the three months ended June 30, 2026, when compared to the same period in 2025. This decrease was partially due to a $4.1 million decrease in legal and other professional fees, a $2.3 million decrease in compensation and benefit costs, a $1.2 million benefit for reversal of an accrual related to the regulatory matter settlement, a $0.5 million decrease in transaction costs, and a decrease in facilities costs of $0.2 million. These decreases were partially offset by an increase of $0.2 million in recruiting expenses. 32 NEOGENOMICS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General and administrative expenses decreased $10.6 million for the six months ended June 30, 2026, when compared to the same period in 2025. This decrease was partially due to a $7.3 million decrease in legal and other professional fees, a $3.0 million decrease in compensation and benefit costs, and a $1.7 million decrease in transaction costs, and a $1.2 million benefit for reversal of an accrual related to the regulatory matter settlement. These decreases were partially offset by an increase of $1.5 million in software and technology expenses, an increase of $0.5 million in recruiting expenses, and an increase of $0.4 million in facilities-related expenses. Research and Development Expenses Research and development expenses relate to costs of developing new proprietary and non-proprietary genetic tests, including compensation and benefit costs, maintenance of laboratory equipment, laboratory supplies (reagents), and outside consultants and experts assisting our research and development team, as well as stock-based compensation. Research and development expenses are presented net of research and development tax and expenditure credits from the U.K. government, which are recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied with any conditions attached and will receive the reimbursement. Consolidated research and development expenses for the periods presented are as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 $ Change % Change 2026 2025 $ Change % Change Research and development $ 10,761 $ 9,023 $ 1,738 19.3 % $ 20,295 $ 19,204 $ 1,091 5.7 % As a % of revenue 5.3 % 5.0 % 5.2 % 5.5 % Research and development expenses increased $1.7 million for the three months ended June 30, 2026 when compared to the same period in 2025. This increase was primarily due to a $1.3 million increase in supplies expense, a $0.9 million increase in compensation and benefit costs, and a $0.4 million increase in legal and other professional fees. These increases were partially offset by a $0.9 million increase in U.K. research and development credits. Research and development expenses increased $1.1 million for the six months ended June 30, 2026 when compared to the same period in 2025. This increase was primarily due to a $1.1 million increase in compensation and benefit costs, a $1.0 million increase in supplies expense, and a $0.2 million increase in legal and other professional fees. These increases were partially offset by a $0.9 million increase in U.K. research and development credits, a $0.2 million decrease in study fees, and a $0.2 million decrease in equipment maintenance fees. We anticipate research and development expenditures will increase in the future as we continue to invest in development activities for innovation projects and bringing new tests to market. Sales and Marketing Expenses Sales and marketing expenses are primarily attributable to employee-related costs including sales management, sales representatives, sales and marketing consultants, marketing and client service personnel, and stock-based compensation. Consolidated sales and marketing expenses for the periods presented are as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 $ Change % Change 2026 2025 $ Change % Change Sales and marketing $ 27,275 $ 24,075 $ 3,200 13.3 % $ 51,105 $ 46,758 $ 4,347 9.3 % As a % of revenue 13.5 % 13.3 % 13.2 % 13.4 % Sales and marketing expenses increased $3.2 million for the three months ended June 30, 2026 when compared to the same period in 2025. This increase was primarily due to a $2.0 million increase in compensation and benefit costs due to the expansion of our sales force, an increase in legal and other professional fees of $0.9 million, and an increase in travel costs of $0.4 million. Sales and marketing expenses increased $4.3 million for the six months ended June 30, 2026 when compared to the same period in 2025. This increase was primarily due to a $2.5 million increase in compensation and benefit costs due to the expansion of our sales force, an increase in legal and other professional fees of $1.2 million, and an increase in travel costs of $0.3 million. We expect higher commissions expense in the coming quarters as we expand our sales representative force and our sales representatives generate new business. We expect our sales and marketing expenses over the long term to align with changes in revenue and we continue to evaluate the effectiveness of our incentive compensation plans. Impairment Charges Consolidated impairment charges for the periods presented are as follows: 33 NEOGENOMICS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 $ Change % Change 2026 2025 $ Change % Change Impairment charges $ — $ 20,041 $ (20,041) NM(2) $ — $ 20,041 $ (20,041) NM(2) As a % of revenue — % 11.1 % — % 5.7 % (2) NM - Not meaningful Impairment charges decreased $20.0 million for each of the three and six months ended June 30, 2026, when compared to the same period in 2025. Impairment charges for the three and six months ended June 30, 2025, consisted of an $11.4 million impairment on InVisionFirst®-Lung intangible assets, an $8.2 million impairment on disposal groups held for sale, and a $0.4 million loss on InVisionFirst®-Lung inventory write-off. Interest Income Interest income for the three and six months ended June 30, 2026 and 2025 is as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 $ Change % Change 2026 2025 $ Change % Change Interest income $ 1,214 $ 2,263 $ (1,049) (46.4) % $ 2,487 $ 5,984 $ (3,497) (58.4) % Interest income was $1.2 million and $2.5 million for the three and six months ended June 30, 2026, respectively, compared to income of $2.3 million and $6.0 million for the same periods in 2025, respectively. Interest income includes interest earned on funds held in our cash equivalent and marketable securities accounts. The decrease in interest income for the three and six months ended June 30, 2026 was primarily due to a reduction in the average balance of invested cash when compared to the same periods in 2025. For further details regarding our investments in marketable securities, please refer to Note 4. Fair Value Measurements in the accompanying notes to the unaudited Consolidated Financial Statements. Interest Expense Interest expense for the three and six months ended June 30, 2026 and 2025 is as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 $ Change % Change 2026 2025 $ Change % Change Interest expense $ (781) $ (933) $ 152 (16.3) % $ (1,379) $ (2,551) $ 1,172 (45.9) % Interest expense was $0.8 million and $1.4 million for the three and six months ended June 30, 2026, respectively, compared to expense of $0.9 million and $2.6 million for the same periods in 2025. Interest expense for the three and six months ended June 30, 2026 and 2025 primarily reflects the effective interest rates on the 2032 Convertible Notes and the 2028 Convertible Notes, which are 1.33% and 0.70%, respectively. Interest on the 2032 Convertible Notes and 2028 Convertible Notes began accruing upon issuance and is payable semi-annually. The decrease in interest expense for the three and six months ended June 30, 2026 was primarily attributable to the repayment of the 2025 Convertible Notes in May 2025 and the partial repurchase of the Company’s 2028 Convertible Notes during the second quarter of 2026, partially offset by interest expense recognized on the 2032 Convertible Notes issued in June 2026. For further details regarding the convertible notes please refer to Note 6. Debt in the accompanying notes to the Consolidated Financial Statements. 34 NEOGENOMICS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net Income (Loss) Per Share The following table provides consolidated net loss for each period along with the computation of basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025 (in thousands, except net loss per share data): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 NET INCOME (LOSS) $ 2,238 $ (45,092) $ (14,868) $ (71,015) Basic weighted average shares outstanding 129,628 127,949 129,398 127,664 Diluted weighted average shares outstanding 130,831 127,949 129,398 127,664 Basic net loss per share $ 0.02 $ (0.35) $ (0.11) $ (0.56) Diluted net loss per share $ 0.02 $ (0.35) $ (0.11) $ (0.56) Non-GAAP Measures Use of Non-GAAP Financial Measures In order to provide greater transparency regarding our operating performance, the financial results and financial guidance in this Quarterly Report on Form 10-Q refer to certain non-GAAP financial measures that involve adjustments to GAAP results. Non-GAAP financial measures exclude certain income and/or expense items that management believes are not directly attributable to the Company’s core operating results and/or certain items that are inconsistent in amounts and frequency, making it difficult to perform a meaningful evaluation of our current or past operating performance. Management believes that the presentation of operating results using non-GAAP financial measures provides useful supplemental information to investors by facilitating the analysis of the Company’s core test-level operating results across reporting periods. These non-GAAP financial measures may also assist investors in evaluating future prospects. Management also uses non-GAAP financial measures for financial and operational decision making, planning and forecasting purposes and to manage the business. These non-GAAP financial measures do not replace the presentation of financial information in accordance with U.S. GAAP financial results, should not be considered measures of liquidity, and are unlikely to be comparable to non-GAAP financial measures provided by other companies. Definitions of Non-GAAP Measures Non-GAAP Adjusted EBITDA “Adjusted EBITDA” is defined by NeoGenomics as net (loss) income from continuing operations before: (i) interest income, (ii) interest expense, (iii) income tax (benefit) or expense, (iv) depreciation and amortization expense, (v) stock-based compensation expense, and, if applicable in a reporting period, (vi) leadership transition costs, (vii) acquisition and integration related expenses, (viii) impairment charges, (ix) intellectual property (“IP”) litigation costs, (x) gain on extinguishment of debt, (xi) adjustment to contingency for regulatory matter, and (xii) other significant or non-operating (income) or expenses, net. 35 NEOGENOMICS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a reconciliation of GAAP net loss to Non-GAAP EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 2026 2025 Net income (loss) (GAAP) $ 2,238 $ (45,092) $ (14,868) $ (71,015) Adjustments to net income (loss): Interest income (1,214) (2,263) (2,487) (5,984) Interest expense 781 933 1,379 2,551 Income tax benefit (412) (724) (884) (458) Depreciation 8,577 9,140 17,357 18,506 Amortization 7,974 8,124 15,607 16,486 EBITDA (non-GAAP) $ 17,944 $ (29,882) $ 16,104 $ (39,914) Further adjustments to EBITDA: Leadership transition costs(1) 245 637 563 2,831 Acquisition and integration related expenses(2) — 3,204 806 4,376 Stock-based compensation expense 8,216 12,215 17,852 22,968 Gain on extinguishment of debt (11,181) — (11,181) — Impairment charges(3) — 20,041 — 20,041 IP litigation costs(4) 81 4,460 165 7,443 Adjustment to contingency for regulatory matter (1,155) — (1,155) — Other significant expenses, net(5) 317 — 317 — Adjusted EBITDA (non-GAAP) $ 14,467 $ 10,675 $ 23,471 $ 17,745 (1) For the three and six months ended June 30, 2026, leadership transition costs include executive retention costs. For the three months ended June 30, 2025, leadership transition costs include executive retention costs. For the six months ended June 30, 2025, leadership transition costs include executive severance costs, executive retention costs, and executive search costs. (2) For the six months ended June 30, 2026, acquisition and integration related expenses include severance costs. There were no such costs for the three months ended June 30, 2026. For the three and six months ended June 30, 2025, acquisition and integration related expenses include consulting and legal fees, severance costs, and employee retention costs. (3) For the three and six months ended June 30, 2025, impairment charges include losses from InVisionFirst®-Lung intangible asset impairment and inventory write-off, and impairment of disposal groups held for sale. There were no such costs for the for the three and six months ended June 30, 2026. (4) For the three and six months ended June 30, 2026 and June 30, 2025, IP litigation costs include legal fees. (5) For the three and six months ended June 30, 2026, other significant expenses, net, includes severance costs. There were no such costs for the three and six months ended June 30, 2025. Liquidity and Capital Resources To date, we have financed our operations primarily through cash generated from operations, public and private sales of debt and equity securities, and bank debt borrowings. The following table presents a summary of our consolidated cash flows for operating, investing and financing activities for the six months ended June 30, 2026 and 2025, as well as balances of cash and cash equivalents and working capital: 36 NEOGENOMICS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Six Months Ended June 30, ($ in thousands) 2026 2025 Net cash (used in) provided by: Operating activities $ 11,822 $ (4,997) Investing activities (13,319) (5,754) Financing activities (12,582) (201,484) Net change in cash and cash equivalents, including cash classified within current assets held for sale (14,079) (212,235) Less: net change in cash classified within current assets held for sale — (54) Net change (14,079) (212,289) Cash and cash equivalents, beginning of period 159,618 367,012 Cash and cash equivalents, end of period $ 145,539 $ 154,723 Working Capital (1), end of period $ 275,595 $ 292,433 (1) Defined as current assets less current liabilities. Cash Flows from Operating Activities Cash provided by operating activities during the six months ended June 30, 2026 was $11.8 million compared to $5.0 million in the same period in 2025. This $16.8 million increase in cash provided by operating activities was primarily driven by our operating results (net loss adjusted for depreciation, amortization of intangibles, gain on extinguishment of debt and other non-cash charges), which resulted in $17.5 million of higher cash provided in operating activities year-over-year. The increase in cash provided related to our operating activities was primarily driven by an improvement in gross profit of $22.2 million. Cash Flows from Investing Activities During the six months ended June 30, 2026, cash used in investing activities was $13.3 million compared to $5.8 million in the same period in 2025. This change was primarily due to a $11.1 million decrease in proceeds from maturities of marketable securities, an increase in purchases of property and equipment of $2.4 million, and a $6.0 million decrease in cash used for the acquisition of Pathline. Cash Flows from Financing Activities During the six months ended June 30, 2026, cash used in financing activities was $12.6 million compared to $201.5 million in the same period in 2025. The year-over-year decrease in cash used was primarily due to $201.3 million of repayments of the convertible senior notes due 2025 in the prior-year period. For the the six months ended June 30, 2026, cash used in financing activities includes $305.7 million cash provided by the 2032 Convertible Note issuance, offset by $262.9 million cash used for the partial repayment of the 2028 Convertible Notes, $28.7 million in cash used for premiums paid on capped call confirmations, and $25.0 million in cash used to repurchase shares of common stock. Liquidity Outlook We had $145.5 million in unrestricted cash and cash equivalents as of June 30, 2026 to support current operational liquidity needs. We anticipate that the cash on hand and cash collections are sufficient to fund our near-term capital, and operating needs for at least the next 12 months. Operating needs include, but are not limited to, the planned costs to operate our business, including amounts required to fund working capital, capital expenditures, continued research and development efforts, and potential strategic acquisitions and investments. Capital Expenditures We forecast capital expenditures in order to execute on our business plan and maintain growth; however, the actual amount and timing of such capital expenditures will ultimately be determined by the volume of business. We currently anticipate that our capital expenditures for the year ending December 31, 2026 will be in the range of $30.0 million to $35.0 million. During the six months ended June 30, 2026, we purchased, with cash, approximately $13.2 million of capital equipment, software and leasehold improvements. We have funded and plan to continue funding these capital expenditures with cash. 37 NEOGENOMICS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Critical Accounting Policies and Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. Please refer to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 2. Summary of Significant Accounting Policies, in the accompanying notes to the unaudited Consolidated Financial Statements for a complete description of our significant accounting policies. 38 NEOGENOMICS, INC.