SEC Form 11-K filed by Neogen Corporation
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended
OR
__ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
For the transition period from _____ to _____
Commission file number: 0-17988
NEOGEN 401(k) RETIREMENT SAVINGS PLAN
(Full title of the plan and the address of the plan, if
different from that of the issuer named below)
620 Lesher Place, Lansing, Michigan 48912
(Name of issuer of the securities held pursuant to
the plan and the address of its principal
executive office)
Audited Financial Statements
and
Supplemental Schedule
Neogen 401(k) Retirement Savings Plan
Years Ended December 31, 2025 and 2024
with Report of Independent Registered Public Accounting Firm
Table of Contents |
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Report of Independent Registered Public Accounting Firm |
1 |
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Audited Financial Statements |
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Statements of Net Assets Available for Benefits |
3 |
Statement of Changes in Net Assets Available for Benefits |
4 |
Notes to Financial Statements |
5 |
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Supplemental Schedule |
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Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) |
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SIGNATURE |
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EXHIBIT INDEX |
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Exhibit 23 Consent of Independent Registered Public Accounting Firm |
16 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Committee of Neogen Corporation,
the Plan Administrator, and Plan Participants
of Neogen 401(k) Retirement Savings Plan
Lansing, Michigan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Neogen 401(k) Retirement Savings Plan (the “Plan”) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes and schedule (collectively referred to as the “financial statements”).
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits of the financial statements provide a reasonable basis for our opinion.
1
Supplemental Information
The accompanying December 31, 2025 supplemental schedule of assets (held at end of year) has been subjected to audit procedures performed in conjunction with our audit of the 2025 Neogen 401(k) Retirement Savings Plan financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the United States Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Rehmann Robson LLC
We have served as Neogen 401(k) Retirement Savings Plan’s independent auditor since 2022.
Saginaw, Michigan
June 25, 2026
2
Neogen 401(k) Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2025 and 2024
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December 31, |
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2025 |
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2024 |
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Assets |
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Investments, at fair value: |
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Mutual funds |
$ |
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$ |
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Common stock of Plan Sponsor |
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Collective investment trusts |
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Total Investments |
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Receivables: |
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Employee contributions |
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Employer contributions |
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Notes receivable from participants |
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Total Receivables |
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Total Assets (equal to net assets available for benefits) |
$ |
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$ |
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See accompanying notes to financial statements.
3
Neogen 401(k) Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2025
Additions |
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Investment income: |
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Net appreciation in fair value of investments |
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$ |
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Interest and dividends |
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Interest income on notes receivable from participants |
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Contributions: |
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Employee contributions |
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Employer contributions |
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Other contributions |
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Total contributions |
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Total additions |
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Deductions |
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Benefits paid to participants |
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Administrative expenses |
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Total deductions |
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Net change in net assets available for benefits |
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Net assets available for benefits at beginning of year |
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Net assets available for benefits at end of year |
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$ |
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See accompanying notes to financial statements.
4
Neogen 401(k) Retirement Savings Plan
Notes to Financial Statements
1. Description of the Plan
The following description of the Neogen 401(k) Retirement Savings Plan (Plan) is provided for general information purposes only. Participants should refer to the plan document for more complete information.
General
The Plan is a defined contribution plan covering the employees of Neogen Corporation (the “Plan Sponsor” or “Company”) who meet the age and service requirements. Management of the Company control and manage the operation and administration of the Plan. Fidelity Management Trust Company serves as the trustee of the Plan. Marsh McLennan Agency, LLC serves as the Plan’s investment advisor. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Vesting
Participants are vested immediately in their contributions plus actual earnings thereon. Participants are immediately vested in the Company contribution portion of their account.
5
Forfeitures
Forfeitures of non-vested contributions are used to reduce future employer contributions or pay administrative expenses of the Plan. At December 31, 2025, forfeited non-vested accounts totaled $
Participants’ Accounts
Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution, the Company’s matching contribution, and allocations of Plan earnings, and charged with an allocation of Plan earnings and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Investments
Participants direct the investment of their contributions into various investment options offered by the Plan. Company contributions are automatically invested and subject to the same allocation percentages as the participant contributions. The Plan currently offers a variety of mutual funds, common stock of the Company, and a selection of collective investment trust options.
Notes Receivable from Participants
Participants may borrow from their fund accounts up to a maximum amount equal to the lesser of $
Payment of Benefits
Upon termination, a participant may elect to receive either: (a) lump-sum amount equal to the value of the participant’s vested balance in his or her account; or (b) partial withdrawals for those that meet certain Plan provisions.
6
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
Investment Valuation and Income Recognition
The Plan’s mutual fund and common stock investments are stated at fair value as of the end of the Plan year based on the quoted market prices of the underlying assets. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. The net change in fair value of investments includes the Plan's aggregate gains and losses on investments bought and sold as well as held during the year. The Plan’s interests in the collective investment trusts are based on the fair value of each fund’s underlying investments as reported by the fund’s portfolio manager using the audited financial statements of the fund at year-end.
Fair Value Measurements
As defined in the current authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance applies to all financial instruments that are measured and reported on a fair value basis. The Plan utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of inputs used in the valuation techniques the Plan is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
For the years ended December 31, 2025 and 2024, the application of valuation techniques applied to similar assets and liabilities has been consistent.
7
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid balance plus any accrued but unpaid interest. Loans in default are reclassified as benefit payments to participants based upon the terms of the Plan document.
Contributions
Contributions from participants are recorded when withheld from compensation. Contributions from the Company are recorded in the period in which they become obligations of the Company.
Expenses
Plan administrative expenses may be paid by either the Plan or the Company, as provided in the Plan document. Expenses that are paid directly by the Company are excluded from these financial statements.
Payments of Benefits
Benefit payments to participants are recorded as deductions from the Plan upon distribution.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment valuation techniques. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
3. Plan Termination
Although it has not expressed any intention to do so, the Company has the right, under the Plan, to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event the Plan is terminated, participants would become
4. Fair Value Measurements
The following is a description of the valuation methodologies used for assets measured at fair value.
Mutual funds:
Valued at the net asset value of shares held by the Plan at year end. Mutual funds held by the Plan are open-ended mutual funds that are registered with the SEC. These funds are
8
required to publish their daily net asset value and transact at that price and therefore are deemed to be actively traded.
Common stock of Plan Sponsor:
Valued at the year-end closing price reported on the active market on which the security is traded.
Collective Investment Trusts:
Valued at net asset value as a practical expedient to estimate fair value at year end.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2025 and 2024.
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Assets at Fair Value as of December 31, 2025 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Assets |
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Mutual funds |
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$ |
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$ |
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$ |
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$ |
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Common stock of Plan Sponsor |
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Total assets in the fair value hierarchy |
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Investments measured at net asset value |
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- |
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- |
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- |
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Total investments, at fair value |
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$ |
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$ |
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$ |
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$ |
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Assets at Fair Value as of December 31, 2024 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Assets |
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Mutual funds |
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$ |
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$ |
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$ |
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$ |
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Common stock of Plan Sponsor |
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Total assets in the fair value hierarchy |
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Investment measured at net asset value |
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- |
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- |
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- |
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Total investments, at fair value |
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$ |
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$ |
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$ |
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$ |
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The following tables summarize investments for which fair value is measured using the net asset value per share practical expedient as of December 31, 2025 and 2024. There are no participant redemption restrictions for these investments; the redemption notice period is applicable only to the Plan.
9
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Redemption |
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Frequency (If |
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December 31, |
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Unfunded |
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Currently |
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Redemption |
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2025 |
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Fair Value |
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Commitments |
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Eligible) |
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Notice Period |
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Collective investment trusts |
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$ |
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n/a |
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Redemption |
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Frequency (If |
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December 31, |
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Unfunded |
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Currently |
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Redemption |
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2024 |
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Fair Value |
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Commitments |
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Eligible) |
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Notice Period |
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Collective investment trusts |
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$ |
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n/a |
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5. Parties-In-Interest
Certain Plan investments are managed by Fidelity Management Trust Company. Fidelity Management Trust Company is the custodian and trustee of the Plan and, therefore, transactions with Fidelity Management Trust Company qualify as party-in-interest transactions. Fees paid by the Plan for the custodial, advisory, and record keeping services amounted to $
The Plan invests in the common stock of Neogen Corporation, the Plan’s Sponsor, a party-in-interest. Investment in Neogen Corporation common stock was $
6. Risks and Uncertainties
The Plan invests in common stock of the Plan Sponsor, mutual funds, and common investment trusts with underlying assets consisting of any combination of stocks, bonds, fixed income securities and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Market risks include global events which could impact the value of investment securities, such as a pandemic or international conflict. Due to the level of interest rate, market, and credit risks inherent with certain of the Plans investment securities, it is at least reasonably possible that changes in the fair values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and changes in net assets available for benefits.
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7. Federal Income Tax Status
The Plan is maintained through the adoption of a pre-approved plan that
U.S. GAAP requires Plan management to evaluate and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. While the Plan may be subject to routine audits of taxing jurisdictions, there are currently no audits for any tax periods in progress.
8. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to IRS Form 5500 as of December 31, 2025 and 2024:
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December 31, |
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2025 |
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2024 |
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Net assets available for benefits per the financial statements |
$ |
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$ |
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Deemed distributions reported on 5500 |
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( |
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( |
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Net assets available for benefits per the Form 5500 |
$ |
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$ |
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Deemed distributions are defaulted and unpaid participant loans of active participants that are reflected as distributions on the Form 5500 and as notes receivable from participants on the financial statements. Upon a distributable event, the deemed distributions will be reflected as distributions in the financial statements.
The following is a reconciliation of changes in net assets available for plan benefits per the financial statements to the Form 5500 for the year ended December 31, 2025:
Increase in net assets available for benefits per the financial statements |
$ |
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Change in deemed distributions |
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Net income per Form 5500 |
$ |
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9. Subsequent Events
In preparing the Plan’s financial statements, subsequent events and transactions have been evaluated for potential recognition or disclosure. Plan management determined that there are no subsequent events or transactions that require disclosure to or adjustment in the financial statements through the filing date of this Form 11-K other than the items discussed in Note 1.
11
Supplemental Schedule
12
Neogen
Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2025
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(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
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(c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
(d) Cost |
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(e) Current Value |
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* |
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Mutual Fund |
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N/A |
$ |
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* |
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Mutual Fund |
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N/A |
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* |
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Mutual Fund |
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N/A |
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* |
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Mutual Fund |
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N/A |
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* |
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Mutual Fund |
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N/A |
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* |
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Mutual Fund |
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N/A |
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* |
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Mutual Fund |
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N/A |
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* |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Mutual Fund |
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N/A |
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Collective Investment Trust |
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N/A |
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Collective Investment Trust |
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N/A |
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Collective Investment Trust |
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N/A |
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* |
Common Stock |
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N/A |
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Investments at fair value |
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$ |
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* |
Notes receivable from participants |
Interest rates of |
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TOTAL |
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$ |
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* Party-in-interest |
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N/A Not applicable—Cost information is not required with respect to participant or beneficiary directed transactions under an individual account plan. |
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Employer Identification Number |
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Three Digit Plan Number: |
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13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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NEOGEN 401(K) RETIREMENT SAVINGS PLAN (Registrant) |
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Dated: June 25, 2026 |
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By: |
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/s/ John Moylan |
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John Moylan |
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Plan Administrator |
14
EXHIBIT INDEX
Exhibit No. Description
Exhibit 23 Consent of Independent Registered Public Accounting Firm
15