FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Stone Warren

(Last) (First) (Middle)
9490 NEOGENOMICS WAY

(Street)
FORT MYERS FL 33912

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEOGENOMICS INC [ NEO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Pres & Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/02/2026   M   5,969 (1) A $ 0 (2) 164,334 D  
Common Stock 05/02/2026   F   2,349 (3) D $ 0 161,985 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit $ 0 05/02/2026   M     5,969   (4)   (5) Common Stock 5,969 $ 0 11,939 D  
Stock Option (Right to Buy) $ 11.21               (6) 12/01/2029 Common Stock 166,113   166,113 D  
Stock Option (Right to Buy) $ 19.65               (7) 05/11/2030 Common Stock 53,969   53,969 D  
Performance Stock Unit $ 0             05/11/2026 (8)   (5) Common Stock 21,204   21,204 D  
Restricted Stock Unit $ 0               (9)   (5) Common Stock 9,613   9,613 D  
Stock Option (Right to Buy) $ 16.45               (10) 02/23/2034 Common Stock 42,344   42,344 D  
Performance Stock Unit $ 0             02/23/2027 (11)   (5) Common Stock 25,330   25,330 D  
Restricted Stock Unit $ 0               (12)   (5) Common Stock 8,443   8,443 D  
Stock Option (Right to Buy) $ 13.96               (13) 05/02/2034 Common Stock 29,976   29,976 D  
Performance Stock Unit $ 0             05/02/2027 (14)   (5) Common Stock 17,908   17,908 D  
Restricted Stock Unit $ 0             01/13/2026   (5) Common Stock 59,382   59,382 D  
Stock Option (Right to Buy) $ 13.05 (15)               (16) 02/21/2035 Common Stock 143,266   143,266 D  
Restricted Stock Unit $ 0               (17)   (5) Common Stock 56,212   56,212 D  
Stock Option (Right to Buy) $ 10.44 (18)               (19) 04/01/2035 Common Stock 94,518   94,518 D  
Restricted Stock Unit $ 0               (20)   (5) Common Stock 35,125   35,125 D  
Stock Option (Right to Buy) $ 10.81 (21)               (22) 03/01/2036 Common Stock 253,378   253,378 D  
Restricted Stock Unit $ 0               (23)   (5) Common Stock 152,594   152,594 D  
Explanation of Responses:
1. Reflects the release of restricted stock units that were previously reported on a Form 4.
2. Each restricted stock unit is the economic equivalent of one share of NeoGenomics, Inc. common stock and is converted into common stock upon vesting.
3. Disposition of shares was in connection with the Issuer's withholding of common stock to satisfy tax withholding obligations related to the issuance of common stock upon release of restricted stock units.
4. On May 2, 2024, Mr. Stone was granted 17,905 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.
5. Once vested, the shares of common stock are not subject to expiration.
6. On December 1, 2022, Mr. Stone was granted 166,113 stock options. The options vest ratably over the first four anniversary dates of the grant date.
7. On May 11, 2023, Mr. Stone was granted 53,969 stock options. The options vest ratably over the first three anniversary dates of the grant date.
8. On May 11, 2023, Mr. Stone was granted 21,204 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is 31,806. The number of performance stock units that may vest is based on the achievement of certain growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period at the applicable measurement dates, subject to continued service with the Company.
9. On May 11, 2023, Mr. Stone was granted 28,838 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.
10. On February 23, 2024, Mr. Stone was granted 42,344 stock options. The options vest ratably over the first three anniversary dates of the grant date.
11. On February 23, 2024, Mr. Stone was granted 25,330 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is 37,996. 50% of the number of performance stock units that may vest is based on the achievements of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period at the applicable measurement dates, subject to continued service with the Company. 50% of the number of performance stock units that may vest is based on the achievement of certain revenue growth goals based on the achievement of the cumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.
12. On February 23, 2024, Mr. Stone was granted 25,329 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.
13. On May 2, 2024, Mr. Stone was granted 29,976 stock options. The options vest ratably over the first three anniversary dates of the grant date.
14. On May 2, 2024, Mr. Stone was granted 17,908 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is 26,862. 50% of the number of performance stock units that may vest is based on the achievements of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period atthe applicable measurement dates, subject to continued service with the Company. 50% of the number of performance stock units that may vest is based on the achievement of certain revenue growth goals based on the achievement of the cumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.
15. This stock option was granted as a premium-price stock option. To calculate the premium exercise price we used the closing price on February 20, 2025 and multiplied by 110%
16. On February 21, 2025, Mr. Stone was granted 143,266 stock options. At the time of the grant, the options vested ratably over the first three anniversary dates of the grant date. In connection with Mr. Stone's promotion to President & Chief Operating Officer on April 1, 2025, the vesting schedule of these options was modified so that they now vest ratably on the 12-month, 18-month and 24-month anniversary dates of the grant date.
17. On February 21, 2025, Mr. Stone was granted 84,317 restricted stock units. At the time of the grant, the restricted stock units vested ratably over the first three anniversary dates of the grant date. In connection with Mr. Stone's promotion to President & Chief Operating Officer on April 1, 2025, the vesting schedule of these restricted stock units was modified so that they now vest ratably on the 12-month, 18-month and 24-month anniversary dates of the grantdate.
18. This stock option was granted as a premium-price stock option. To calculate the premium exercise price we used the closing price on April 1, 2025 and multiplied by 110%.
19. On April 1, 2025, Mr. Stone was granted 94,518 stock options. The options vest ratably on the 12-month, 18-month and 24-month anniversary dates of the grant date.
20. On April 1, 2025, Mr. Stone was granted 52,687 restricted stock units. The restricted stock units vest ratably on the 12-month, 18-month and 24-month anniversary dates of the grant date.
21. This stock option was granted as a premium-price stock option. To calculate the premium exercise price we used the closing price on February 27, 2026 multiplied by 110%.
22. On March 1, 2026, Mr. Stone was granted 253,378 stock options. The options vest ratably over the first three anniversary dates of the grant date.
23. On March 1, 2026, Mr. Stone was granted 152,594 restricted stock units. The restricted stock units vest ratably over the first three anniversary dates of the grant date.
/s/ Ali Olivo, Attorney-in-Fact 05/05/2026
** Signature of Reporting Person Date
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