The Company’s long-term incentive plans allow for the grant of various types of share-based awards to officers, directors and other key employees of the Company. Incentive and non-qualified options to purchase shares of common stock have been granted under the terms of the 2018 and 2023 Omnibus Incentive Plans. These options are granted at an exercise price equal to the closing price of the common stock on the date of grant. Options vest ratably over three and five year periods and the contractual terms are generally five, seven or ten years. The fair value of the options was estimated at the date of the grant using the Black-Scholes option pricing model. The Company granted restricted stock units (RSUs) under the terms of the 2018 and 2023 Omnibus Incentive Plans, which vest ratably over three and five year periods. The fair value of the RSUs is determined based on the closing price of the common stock on the date of grant.

Remaining shares available for grant under share-based compensation plans were 13,817,754 at May 31, 2025, 16,778,458 at May 31, 2024, and 2,871,000 at May 31, 2023. Compensation expense related to share-based awards was $17,291, $13,768, and 10,177 in fiscal years 2025, 2024 and 2023, respectively.



(option amounts in thousands)	Options			Weighted-Average Exercise Price		Weighted-Average Grant Date Fair Value
Outstanding at May 31, 2022 (1,191 exercisable)		3,244		$	32.13	$	7.66
Granted		1,704			14.68		4.61
Exercised		(22	)		14.78		4.23
Forfeited		(704	)		29.81		7.26
Outstanding at May 31, 2023 (1,401 exercisable)		4,222			25.56		6.51
Granted		1,949			15.43		5.98
Exercised		(11	)		13.61		4.44
Forfeited		(1,224	)		30.27		7.26
Outstanding at May 31, 2024 (1,518 exercisable)		4,936			20.41		6.12
Granted		2,002			15.47		4.96
Exercised		(23	)		14.50		4.59
Forfeited		(988	)		27.92		7.10
Outstanding at May 31, 2025 ( 2,142 exercisable)		5,927		$	17.51	$	5.56

The following is a summary of stock options outstanding at May 31, 2025:


	Options Outstanding						Options Exercisable
			Average Contractual		Weighted-Average				Weighted-Average
(option amounts in thousands)			Life		Exercise				Exercise
Range of Exercise Price	Number		(in years)		Price		Number		Price
$5.14 - $20.00		5,129		5.5	$	14.93		1,552	$	14.34
$20.01 - $28.00		78		3.5		23.57		78		23.57
$28.01 - $36.00		452		1.2		31.87		344		32.16
$36.01 - $42.46		268		1.4		40.96		168		41.02
		5,927		4.9	$	17.51		2,142	$	19.63

The weighted average exercise price of shares subject to options that were exercisable at May 31, 2024 and 2023 was $26.11 and $31.54, respectively.

Remaining compensation cost to be expensed in future periods for non-vested options was $13,488 at May 31, 2025, with a weighted average expense recognition period of 1.8 years.


	Year Ended May 31,
	2025		2024		2023
Aggregate intrinsic value of options outstanding	$	113	$	55	$	6,154
Aggregate intrinsic value of options exercisable		—	$	5	$	42
Aggregate intrinsic value of options exercised	$	46	$	37	$	73

The fair value of stock options granted was estimated using the following weighted-average assumptions:


	Year Ended May 31,
	2025			2024			2023
Risk-free interest rate		3.7	%		4.7	%		3.3	%
Expected dividend yield		0.0	%		0.0	%		0.0	%
Expected stock volatility		38.1	%		37.3	%		34.0	%
Expected option life	3.4 years			4.5 years			4.5 years

The risk-free interest rate for periods within the expected life of options granted is based on the U.S. Treasury yield curve in effect at the time of grant. Expected stock price volatility is based on historical volatility of the Company’s stock. The expected option life, representing the period of time that options granted are expected to be outstanding, is based on historical option exercise and employee termination data. We include recent historical experience in estimating our forfeitures. As employees terminate, grant tranches expire or as forfeitures are known, estimated expense is adjusted to actual. For options granted in fiscal years 2025, 2024 and 2023, the Company recorded charges in general and administrative expense based on the fair value of stock options using the straight line method over the vesting period of three to five years.

The remaining weighted-average period for the Company's outstanding RSUs is 1.8 years. On May 31, 2025, there was $11,187 in unamortized compensation cost related to non-vested RSUs. The fair value of restricted stock units vested during fiscal years 2025, 2024 and 2023 was $5,208, $3,835 and $820, respectively.


(RSU amounts in thousands)	RSUs			Weighted Average Grant Date Fair Value
Outstanding at May 31, 2023		766		$	19.30
Granted		574			15.55
Released		(230	)		18.53
Forfeited		(149	)		19.98
Outstanding at May 31, 2024		961			17.17
Granted		537			15.49
Released		(374	)		16.89
Forfeited		(120	)		17.47
Outstanding at May 31, 2025		1,004		$	16.25

The weighted average grant date fair value of the fiscal year 2023 awards was $13.83.

The Company offers eligible employees the option to purchase common stock at a 5% discount to the lower of the market value of the stock at the beginning or end of each participation period under the terms of the 2021 Employee Stock Purchase Plan. The discount is recorded in general and administrative expense. Total individual purchases in any year are limited to 10% of compensation. Shares purchased by employees through this program were 157,648 in fiscal 2025, 134,810 in fiscal 2024, and 94,604 in fiscal 2023. As of May 31, 2025, common stock totaling 588,865 of the 1,000,000 authorized shares remained reserved for issuance under the plan.

The Company maintains a defined contribution 401(k) benefit plan covering substantially all domestic employees. Employees are permitted to defer compensation up to IRS limits, with Neogen matching 100% of the first 3% of deferred compensation and 50% of the next 2% of deferred compensation. Neogen’s expense under this plan was $3,726, $3,368, and $2,439 in fiscal years 2025, 2024 and 2023, respectively.

The Company also offers an annual bonus opportunity to certain employees, as an additional component of their compensation. Amounts are determined based on company performance and employee performance. The bonus amounts earned during fiscal year 2025 will be paid to employees in the first quarter of fiscal 2025. As of May 31, 2025 and 2024, the Company had an accrued bonus of $1,828 and $8,056, respectively, recorded within accrued compensation on the consolidated balance sheets.