Sec Form 4 Filing - Sherman Jeffrey Scott @ NEOGENOMICS INC - 2024-02-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sherman Jeffrey Scott 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) Chief Financial Officer (Last) (First) (Middle) 9490 NEOGENOMICS WAY 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2024 (Street) FORT MYERS, FL33912 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 125,662 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (Right to Buy) $ 11.62 ( 1 ) 12/05/2029 Common Stock 249,169 249,169 D Stock Option (Right to Buy) $ 19.65 ( 2 ) 05/11/2030 Common Stock 73,016 73,016 D Restricted Stock Unit $ 0 ( 3 ) ( 4 ) Common Stock 39,016 39,016 D Performance Stock Unit $ 0 05/11/2026( 5 ) ( 4 ) Common Stock 39,016 39,016 D Stock Option (Right to Buy) $ 16.45 02/23/2024 A 77,913 ( 6 ) 02/23/2034 Common Stock 77,913 $ 0 77,913 D Restricted Stock Unit $ 0 02/23/2024 A 46,606 ( 7 ) ( 4 ) Common Stock 46,606 $ 0 46,606 D Performance Stock Unit $ 0 02/23/2024 A 46,606 02/23/2027( 8 ) ( 4 ) Common Stock 46,606 $ 0 46,606 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sherman Jeffrey Scott 9490 NEOGENOMICS WAY FORT MYERS, FL33912 Chief Financial Officer Signatures /s/ Ali Olivo, Attorney-in-Fact 02/27/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 5, 2022, Mr. Sherman was granted 249,169 stock options. These awards vest ratably over four years with the first tranche vesting on December 7, 2023. ( 2 )On May 11, 2023, Mr. Sherman was granted 73,016 stock options. These options vest ratably over the first three anniversary dates of the grant date. ( 3 )On May 11, 2023, Mr. Sherman was granted 39,016 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date. ( 4 )Once vested, the shares of common stock are not subject to expiration. ( 5 )On May 11, 2023, Mr. Sherman was granted 39,016 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 58,524. The number of performance stock units that may vest is based on the achievement 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. ( 6 )On February 23, 2024, Mr. Sherman was granted 77,913 stock options. These options vest ratably over the first three anniversary dates of the grant date. ( 7 )On February 23, 2024, Mr. Sherman was granted 46,606 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date. ( 8 )On February 23, 2024, Mr. Sherman was granted 46,606 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 69,910. 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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