Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Neogen Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply)

PROXY STATEMENT

August 21, 2026

Dear Fellow Shareholders

Fiscal year 2026 marked a turning point for Neogen with improved execution, accelerating growth, expanding margins, and restoration of momentum across our business. Neogen operates in an attractive, growing industry driven by increasing global demand for food safety, food security, regulatory compliance, and animal health solutions. Customers are seeking trusted partners with scientific expertise, innovation, and global scale; we believe our capabilities uniquely position us to lead.

In fiscal year 2026, we saw a significant improvement in our financial performance. While GAAP revenue declined 3%, we delivered 2% core revenue growth(1) across the enterprise. Food Safety growth accelerated throughout the year, with fourth quarter revenue growth of 3% and core growth of approximately 6%; the highest level in three years. We strengthened our balance sheet, reducing net leverage to less than 3.5x, and delivered more consistent execution. These results represent a strong foundation, not the finish line, as we continue building a higher-performing, category-leading company.

2027 Focus: Disciplined Execution

As we enter fiscal year 2027, our objective is clear: strengthen our position as a global category food safety leader, drive consistent market growth performance, expand profitability, and create long-term shareholder value. This year will be a year of disciplined execution for the Company. As we look to build on this momentum, we are focused on three strategic priorities:

Building a World-Class Commercial Engine

We are sharpening our commercial focus with the goal of driving growth and deepening customer relationships, shifting from restoring product availability to executing a more targeted, growth-oriented go-to-market strategy.

We are prioritizing our most attractive markets and customers, with enterprise engagement at top accounts anticipated to drive incremental growth in fiscal year 2027. We believe these efforts will reinforce our position as a trusted partner with global reach and integrated solutions. Investments in digital capabilities, including e-commerce and customer experience, are expected to support revenue growth among online orders, which represent 40% of total Food Safety revenue.

Accelerating Innovation

We are increasing our investment in innovation to strengthen our position as a category leader and accelerate long-term growth.

In fiscal year 2027, we plan to meaningfully expand R&D with a planned 50% increase in spending to accelerate next-generation technologies across our portfolio. Our focus is targeted: expanding our proprietary Petrifilm platform, advancing our digital analytics ecosystem, and developing differentiated solutions in key testing and diagnostics markets. We also plan to selectively partner and in-license technologies to extend our reach and maximize returns.

We are prioritizing innovation where we can lead-with the goal of delivering solutions that are faster, more reliable, and more integrated. We believe this approach strengthens our competitive advantages, expands our addressable market, and reinforces our leadership in next-generation food safety.

Driving Operational Excellence

We remain focused on disciplined execution, productivity, and margin expansion. In fiscal year 2026, we improved supply chain performance, reduced inventory by 24%, and increased on-time delivery to customers by 40%.

A key priority is completing the Petrifilm manufacturing transition, which remains on track and is expected to deliver 200 to 300 basis points of margin improvement for the product when fully transitioned. These efforts support scalable growth and the economics of a category-leading model as we work toward our long-term target of approximately 30% Adjusted EBITDA margins(1).

Investing in Our Future

We are investing with discipline in the capabilities that we expect will define our next phase of growth: commercial excellence, innovation, technology, and operational effectiveness, while maintaining a strong commitment to capital allocation, debt reduction, and balance sheet strength.

We reduced net debt(1) by $100 million in fiscal year 2026 and expect to continue to increase our free cash flow in fiscal year 2027, supporting both reinvestment and deleveraging.

Most importantly, our progress is driven by our people. Every day, our team advances our mission of protecting the world's food supply and improving animal health.

We believe that we are on track to deliver sustained revenue growth, expand margins toward our 30% target, and strengthen our position as a global category leader-creating meaningful long-term value for our shareholders.

Upcoming Shareholder Meeting

On behalf of our Board of Directors and the entire Neogen team, I invite you to attend the 2026 Annual Meeting of Shareholders on Thursday, October 1, 2026, at 10:00 a.m. Eastern Time. The meeting will be held virtually, with details on participation and voting included in the accompanying Proxy Statement.

We thank you for your continued support and investment in Neogen.

Sincerely,

Mike Nassif

President & Chief Executive Officer

(1) Non-GAAP financial measures; see explanations and reconciliations that follow.

Your vote is important. Even if you plan to attend the meeting virtually,

PLEASE VOTE YOUR SHARES PROMPTLY.

Notice of 2026 Annual Meeting of Shareholders of Neogen Corporation

You are cordially invited to attend the Annual Meeting of Shareholders of Neogen Corporation on Thursday, October 1, 2026, at 10:00 a.m. Eastern Time. The 2026 Annual Meeting of Shareholders will be a completely virtual meeting conducted via webcast. You will be able to participate in the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NEOG2026.

Under rules adopted by the SEC, we are furnishing proxy materials to our shareholders primarily via the internet this year. Shareholders of record have been mailed a Notice of Internet Availability of Proxy Materials on or around August 21, 2026, which provides them with instructions on how to vote and how to electronically access the proxy materials on the internet. It also provides them with instructions on how to request paper copies of these materials, should they so desire.

August 21, 2026

Neogen Corporation

620 Lesher Place

Lansing, MI 48912

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

October 1, 2026

Table of Contents

General Information

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

October 1, 2026

General Information

We are providing this Proxy Statement to the shareholders of Neogen Corporation ("Neogen", the "Company", "we", "us", "our") in connection with the solicitation of proxies by the Board of Directors of Neogen (the "Board") for use at the 2026 Annual Meeting of Shareholders (the "Annual Meeting") of Neogen Corporation to be held on Thursday, October 1, 2026, at 10:00 a.m., Eastern Time, and at any adjournment of the meeting. The Annual Meeting will be held virtually and can be accessed online at www.virtualshareholdermeeting.com/NEOG2026.

Similar to recent years, our 2026 Annual Meeting is being held on a virtual-only basis with no physical location. Our goal for the Annual Meeting is to enable the broadest number of shareholders to participate in the meeting, while providing substantially the same access and exchange with the Board and management as an in-person meeting. We believe that we are observing best practices for virtual shareholder meetings, including providing a support line for technical assistance and addressing as many shareholder questions as time allows.

Our principal executive offices are located at 620 Lesher Place, Lansing, Michigan 48912. Our telephone number is 517-372-9200. These proxy materials were furnished to shareholders on August 21, 2026.

There are five proposals scheduled to be voted on at the Annual Meeting:

Electronic Delivery of Proxy Materials

Under rules adopted by the SEC, we are furnishing proxy materials to our shareholders primarily via the internet, instead of mailing printed copies of the Proxy Statement and Annual Report. In addition to reducing the amount of paper used in producing these materials, this method lowers the costs associated with mailing the proxy materials to shareholders.

On or about August 21, 2026, we mailed to our shareholders of record (other than those who previously requested electronic delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our Annual Report online. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. The Notice of Internet Availability of Proxy Materials instructs you on how to electronically access and review all of the information contained in this Proxy Statement and the Annual Report, and it provides you with information on voting.

If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a paper copy of our proxy materials, follow the instructions contained in the Notice of Internet Availability of Proxy Materials about how you may request to receive your materials in printed form on a one-time or ongoing basis. You may request paper or email copies of the proxy materials at no charge by emailing [email protected]. To facilitate timely delivery before the Annual Meeting, requests should be made by September 20, 2026.

General Information

Voting and Solicitation

All shares represented by a properly executed proxy will be voted unless the proxy is revoked. If a choice is specified, it will be voted in accordance with that specification. If no choice is specified, the proxy holders will vote the shares in accordance with the recommendations of the Board, stated below. With respect to any matter not set forth on the proxy card that properly comes before the Annual Meeting, the proxy holders named in the proxy card will vote as the Board recommends or, if the Board makes no recommendation, at the proxy holders' discretion.

In summary, the Board recommends that you vote:

All shareholders at the close of business on August 4, 2026, the record date for the Annual Meeting, are entitled to vote at the Annual Meeting. On August 4, 2026, there were 218,106,005 shares of the Company's common stock outstanding. For each proposal, each shareholder is entitled to one vote for each share of the Company's common stock owned on the record date for the Annual Meeting.

If you are a shareholder of record, you may vote your shares in one of the following ways:

If your shares are registered in the name of your broker, bank, or other agent, you are the "beneficial owner" of those shares and those shares are considered as held in "street name." If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a notice or proxy card and voting instructions with these proxy materials from that organization rather than directly from the Company. Follow the instructions provided by your broker, bank, or other agent to ensure that your vote is counted. You may be eligible to vote your shares electronically over the internet or by telephone. A large number of banks and brokerage firms offer internet and telephone voting. If your bank or brokerage firm does not offer internet or telephone voting information or you otherwise have questions about how to vote your shares held in "street name," please contact your broker, bank, or other agent.

A broker non-vote occurs when a beneficial owner holds shares through a broker, bank, or other nominee and the nominee does not vote those shares on a particular matter. This typically occurs because the nominee has not received timely voting instructions from the beneficial owner and does not have discretionary voting power for the particular item upon which the vote is taken. Under applicable law, brokers, banks, and other nominees have the discretion to vote "uninstructed" shares with respect to matters considered "routine," such as the ratification of the appointment of the Company's independent auditors (Proposal 3). However, brokers, banks, and other nominees may not exercise discretionary voting authority with respect to "non-routine" matters. Proposals 1, 2, 4, and 5 are considered non-routine matters, and therefore your broker, bank, or other nominee may not vote your shares on those proposals unless you provide specific voting instructions.

General Information

It is important that you instruct your broker, bank, or other nominee how to vote shares held by you in street name using the voting instruction form provided by that organization. Your broker, bank, or other nominee should vote your shares as you direct if you provide timely instructions on how to vote by following the instructions provided to you by that organization.

Revocation of Proxies; Changing of Voting Instructions

Any proxy given pursuant to this solicitation can be revoked by the person giving it at any time before its exercise by the filing of a written notice of revocation with our Board Secretary, by delivering to our Board Secretary a duly executed proxy bearing a later date, by voting by phone or internet at a later time, or by attending the Annual Meeting and voting virtually. If you are a beneficial owner of shares held in street name, you can submit new voting instructions by contacting your brokerage firm, bank, or other holder of record.

Participation in the Annual Meeting

To participate in the Annual Meeting, you will need to provide the 16-digit control number included on your proxy card or that you received from your broker, bank, or other agent. If you do wish to participate in the Annual Meeting, please log on to www.virtualshareholdermeeting.com/NEOG2026 at least 15 minutes prior to the start of the Annual Meeting to provide time to register, download the required software, if necessary, and test your internet connectivity. The webcast replay will be available at www.virtualshareholdermeeting.com/NEOG2026 until the 2027 Annual Meeting of Shareholders. If you access the meeting but do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate.

We are committed to ensuring that our shareholders have substantially the same opportunities to participate in the virtual Annual Meeting as they would at an in-person meeting. Each year at the Annual Meeting, we hold a question-and-answer session following the formal business portion of the meeting, during which shareholders can submit questions to us. We anticipate having such a question-and-answer session at the 2026 Annual Meeting. You can submit a question beginning 15 minutes prior to the start of the Annual Meeting and up until the time we indicate that the question-and-answer session is concluded. However, we encourage you to submit your questions before or during the formal business portion of the meeting and our prepared statements, in advance of the question-and-answer session, in order to ensure that there is adequate time to address questions in an orderly manner.

In order to submit a question at the Annual Meeting, you will need your 16-digit control number that is printed on the proxy card that you received in the mail or that you received from your broker, bank, or other agent. Once you have logged on to the webcast at www.virtualshareholdermeeting.com/NEOG2026, type your question in the "ask a question" box and click "submit." You can log in 15 minutes before the start of the Annual Meeting and submit questions online. We encourage you to submit any question that is relevant to the business of the meeting. Questions will be read and addressed during the Annual Meeting, as time permits. Questions that are substantially similar may be grouped and answered together to avoid repetition. The Chair of the Annual Meeting may decline to address questions that are, among other things, unrelated to the business of the Annual Meeting or the Company's business.

We have provided a toll-free technical support "help line" that can be accessed by any shareholder who is having challenges logging into or participating in the virtual Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support line number that will be posted on the virtual Annual Meeting login page.

Quorum; Required Vote

A majority of the outstanding shares entitled to vote, in attendance virtually or by proxy, will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will count for purposes of determining whether or not a quorum is present.

The vote required, including the effect of broker non-votes and abstentions, for each of the matters presented for shareholder vote, is as follows:

General Information

In considering what action to recommend with respect to the tendered resignation, the Governance Committee would take into account all factors deemed relevant by members of the Governance Committee including, without limitation, any stated reasons why shareholders "withheld" votes for the re-election of such director, the length of service and qualifications of the director whose resignation has been tendered, the overall composition of the Board, the director's contributions to the Company, the mix of skills and backgrounds on the Board, whether accepting the tendered resignation would cause the Company to fail to meet any applicable requirements of the Securities and Exchange Commission (the "SEC") or Nasdaq, and the Company's Corporate Governance Guidelines. The Board would act on the Governance Committee's recommendation no later than 90 days following certification of the shareholder vote. In considering the Governance Committee's recommendation, the Board would consider the factors and possible actions considered by the Governance Committee and such additional information, factors, and possible actions as the Board believes to be relevant or appropriate. To the extent that one or more directors' resignations are accepted by the Board, the Governance Committee would recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.

General Information

Solicitation of Proxies; Expenses of Solicitation

The Board is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by the Company. The Company will reimburse brokers, banks or other agents for reasonable expenses that they incur in sending the proxy materials to you if a broker, bank, or other agent holds shares of our common stock on your behalf. In addition, the Company's directors and employees also can solicit proxies in person, online, by telephone, or by other means of communication. Such directors and employees will not be paid any additional compensation for soliciting proxies.

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements about the Company's plans, objectives, expectations, and intentions, including statements regarding future financial performance, revenue growth, margin expansion, Adjusted EBITDA margins, free cash flow, debt reduction, the Petrifilm manufacturing transition, innovation and R&D investment plans, strategic priorities, market position, and the expected completion of the Genomics business divestiture. Forward-looking statements can often be identified by the use of words such as "expect," "anticipate," "intend," "plan," "believe," "estimate," "may," "will," "should," "could," "would," "target," "goal," "on track," or similar expressions. These statements are based on the Company's current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, among others, general economic and market conditions, the effects of global trade uncertainty and tariffs, the Company's ability to execute its transformation strategy, competition, the success of product development and innovation initiatives, the ability to attract and retain key employees, supply chain disruptions, integration and restructuring activities, the timing and completion of divestitures, changes in regulatory requirements, and other factors described in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2026, and other filings with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Proposal 1: Election of Directors

Proposals For Shareholder Action

Proposal 1: Election of Directors

The Company's Articles of Incorporation and Bylaws provide that the Company will have at least 5 and no more than 11 directors, with the exact number to be determined by the Board. The Board currently has 9 directors. The directors are classified into three classes to serve for the terms set forth next to their names or until their successors have been duly qualified and elected.

Unless otherwise instructed, proxy holders will vote the proxies received by them for the election of the nominees named below. Each of the three nominees for director this year currently is a director of the Company. If any nominee becomes unavailable for any reason, it is intended that the proxies will be voted for a substitute nominee designated by the Board. The Board has no reason to believe that any of the nominees named will become unavailable for re-election or be unable to serve if elected. Any vacancy occurring on the Board for any reason may be filled by vote of a majority of the directors then in office for the full term of the class in which the vacancy occurs.

Proposal 1: Election of Directors

Information Regarding Nominees and Directors

The following table sets forth the names, ages, membership on Board committees and certain other information for each of the nominees for election to the Board and each of the other members of our Board whose terms on the Board will continue after the Annual Meeting.

* - Denotes Committee Chair

The following is a brief summary of the business experience for at least the past five years for each of the nominees and for each of the other members of our Board whose terms on the Board will continue after the Annual Meeting.

Nominees for the Board of Directors:

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Each nominee has consented to be listed in this Proxy Statement and agreed to serve as a director if elected by the shareholders. If any nominee becomes unable or unwilling to serve between the date of this Proxy Statement and the Annual Meeting, which we do not anticipate, then the Board may designate a new nominee. In that case, the persons named as proxies in the proxy card will vote shares for that substitute nominee (unless the proxies were previously instructed to withhold votes for the nominee who has become unable or unwilling to serve).

Proposal 1: Election of Directors

Other current members of the Board:

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 2: To Approve, On An Advisory Basis, The Compensation of Named Executive Officers

Proposal 2: To Approve, On An Advisory Basis, The Compensation of Named Executive Officers

The "Compensation Discussion and Analysis" section of this Proxy Statement describes, among other things, the Company's executive compensation policies and practices. Federal laws require that our shareholders be given the opportunity to provide, on an advisory basis, approval of the compensation of Company executives, as disclosed in this Proxy Statement and, therefore, we are providing this advisory proposal as required by Section 14A of the Exchange Act. Under the legislation that requires this vote, the shareholder vote is neither binding on the Board nor the Company and may not be construed as overruling any decision made by the Board or the Company or as creating or implying any change in the fiduciary duties owed by the Board. However, the Board values the views of shareholders and intends to take the outcome of this annual shareholder advisory vote into consideration when making future executive compensation decisions.

Therefore, at the Annual Meeting, shareholders will be given the opportunity to vote, on an advisory basis, to approve the compensation of the named executive officers as disclosed in this Proxy Statement under "Compensation Discussion and Analysis" and "Executive Compensation," including the Summary Compensation Table and related compensation tables and narrative disclosures. This vote proposal is commonly known as a "say-on-pay" proposal and gives shareholders the opportunity to endorse or not endorse the executive pay program. This vote is not intended to address any specific item of executive compensation, but rather the overall compensation of the named executive officers and the policies and practices described in this Proxy Statement. Shareholders are encouraged to read the full details of the Company's executive compensation program, including the primary objectives in setting executive pay, under "2026 Compensation Highlights" as described in this Proxy Statement.

In an advisory vote on the frequency of the say-on-pay proposal held at our 2023 Annual Meeting of Shareholders, shareholders voted in favor of holding say-on-pay votes annually. In light of this result and other factors considered by the Board, the Board determined that the Company would hold advisory say-on-pay votes on an annual basis until the next required advisory vote on such frequency, which will be held at our 2029 Annual Meeting of Shareholders.

The Company evaluates the compensation of its executives at least once each year to assess whether compensation policies and programs are achieving their primary objectives. Based on its most recent evaluation, the Board believes the Company's executive compensation programs achieve these objectives, including aligning the interests of management with those of shareholders, and are therefore worthy of shareholder support. In determining how to vote on this proposal, shareholders should consider the following:

"RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Company's Proxy Statement for its 2026 Annual Meeting of Shareholders."

Proposal 3:Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm

Proposal 3: Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm

The Company's Audit Committee ("Audit Committee") has appointed BDO USA P.C. ("BDO") to serve as the independent registered public accounting firm for the Company for the fiscal year ending May 31, 2027. Although shareholder ratification of the appointment is not required by SEC rules or Nasdaq listing standards, the Audit Committee Charter provides that the Audit Committee's appointment of the independent registered public accounting firm is subject to ratification by the Board and the Company's shareholders at the annual meeting. Accordingly, the Company is submitting the appointment to the shareholders for their ratification. For purposes of the shareholder ratification vote, the affirmative vote of a majority of the votes cast at the Annual Meeting on the proposal is required for ratification. If the shareholders do not ratify the appointment, the Audit Committee will reconsider the appointment in light of the shareholder vote and may determine to retain BDO or appoint a different independent registered public accounting firm, subject to the Audit Committee's direct responsibility for the appointment, compensation, retention and oversight of the independent registered public accounting firm and the ratification procedures contemplated by the Audit Committee Charter. Even if the shareholders ratify the appointment, the Audit Committee retains direct responsibility for the appointment, compensation, retention and oversight of the independent registered public accounting firm and may select a different independent registered public accounting firm at any time, subject to the ratification procedures contemplated by the Audit Committee Charter.

Relationship with BDO

BDO has acted as the Company's independent registered public accounting firm since 2014. BDO has advised that neither the firm nor any of its members or associates has any direct financial interest or any material indirect financial interest in the Company or any of its affiliates other than as auditors. Representatives of BDO are expected to attend and be available during the Annual Meeting, with the opportunity to make a statement, and will also be available to respond to appropriate questions.

The fees billed by BDO with respect to the fiscal years ended May 31, 2026 and 2025, are as follows:

Audit Fees include amounts billed for the annual audit of the Company's fiscal year consolidated financial statements, the audit of internal control over financial reporting, the review of the consolidated financial statements included in the Form 10-Qs, consultations concerning accounting matters associated with the annual audit, comfort letters or due diligence procedures in connection with registration statements, statutory audits and related expenses. Audit-Related Fees include due diligence in connection with acquisitions, amounts billed for general accounting consultations, audits in connection with proposed or consummated acquisitions and information systems audits and other services that are reasonably related to the annual audit. In connection with its review and evaluation of non-audit services, the Audit Committee is required to and does consider and conclude that the provision of non-audit services is compatible with maintaining the independence of BDO.

Under its charter, the Audit Committee must pre-approve all services to be performed by BDO. In the event management wishes to engage BDO to perform non-audit services or services beyond the approved scope, a summary of the proposed engagement is prepared detailing the nature of the engagement, the reasons why BDO is the preferred provider of the services and the estimated duration and cost of the engagement. The Audit Committee reviews and evaluates recurring non-audit services and proposed fees as the need arises at its regularly scheduled

Proposal 3:Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm

committee meetings. At subsequent meetings, the Audit Committee receives updates regarding the services actually provided and management may present additional services for approval. All services described in the table above were pre-approved by the Audit Committee.

No services described under Audit-Related Fees, Tax Fees, or All Other Fees were approved pursuant to the de minimis exception in the applicable SEC rule.

Proposal 4: Approval of the Neogen Corporation Amended and Restated Omnibus Incentive Plan

Proposal 4: To Approve the Neogen Corporation Amended and Restated Omnibus Incentive Plan

The Company is requesting shareholder approval to approve the Neogen Corporation Amended and Restated Omnibus Incentive Plan (the "Incentive Plan"). On July 16, 2026, the Board of Directors, upon recommendation of the Compensation and Talent Management Committee, approved the Incentive Plan, subject to shareholder approval, and directed that the Incentive Plan be submitted for shareholder approval at the Annual Meeting.

Overview

Equity-based compensation is a key component of the Company's compensation program and supports the attraction, retention, and motivation of employees, while aligning their interests with those of shareholders. In accordance with Nasdaq listing standards and applicable tax requirements, shareholder approval is required for the Incentive Plan.

The Incentive Plan is an amended and restated version of the Neogen Corporation 2023 Omnibus Incentive Plan. The primary amendments to the existing plan that are being made in the Incentive Plan: (i) increase the number of shares authorized for issuance under the plan; (ii) update the definition of "Retirement" for purposes of vesting and award treatment; and (iii) enhance the plan's share recycling provisions to clarify the treatment of shares withheld or delivered to satisfy tax withholding obligations across all award types.

Prior to adoption of the restated Incentive Plan by the Board, the plan authorized the issuance of 20,000,000 shares. As of May 31, 2026, approximately 11,500,376 shares remained available for future grants, which has been further reduced to approximately 6,627,999 as of August 14, 2026, after post-fiscal year grants. Based on anticipated equity compensation needs, the Board believes the remaining share reserve is insufficient and is therefore requesting approval to increase the number of shares available for issuance under the Plan by 11,350,000. Plan details are the following:

(¹) Outstanding Awards granted under the Neogen Corporation 2023 Omnibus Incentive Plan and as one-time inducement awards.

(²) Shares available for future grant in the Neogen Corporation 2023 Omnibus Incentive Plan.

The proposed amendments also update the definition of "Retirement" to better align with market practice and provide greater clarity and consistency in award treatment and enhance share recycling provisions to promote efficient use of the share reserve and align with prevailing practices.

The Board of Directors approved the Incentive Plan on July 16, 2026 subject to shareholder approval. A copy of the Incentive Plan, in the form submitted for approval by shareholders, is attached as Appendix A to this Proxy Statement. The description of the Incentive Plan in this Proxy Statement is qualified in its entirety by reference to the copy of the Incentive Plan attached as Appendix A.

Summary of Incentive Plan

The following is a summary of the material features of the Incentive Plan. This summary is qualified in its entirety by the full text of the Incentive Plan attached as Appendix A.

Eligible Participants. Awards under the Incentive Plan may be granted to employees, directors, and consultants of the Company and its affiliates. Only employees are eligible to receive incentive stock options. As of August 4, 2026, approximately 104 employees, 8 non-employee directors, and no consultants are eligible to participate in the Incentive Plan.

Types of Awards. The Incentive Plan authorizes the grant of incentive stock options, non-qualified stock options,

Proposal 4: Approval of the Neogen Corporation Amended and Restated Omnibus Incentive Plan

stock appreciation rights (SARs), restricted stock and restricted stock units, performance shares and performance units, and other stock and stock unit awards.

Shares Available; Share Counting. Subject to shareholder approval of the Incentive Plan, the maximum number of shares issuable under the Incentive Plan is 31,350,000 shares, consisting of 20,000,000 shares previously approved plus an additional 11,350,000 shares. Shares subject to options or SARs count as 1 share per share granted against the share reserve; shares subject to all other awards count as 2.5 shares per share granted. If an award is forfeited, expires, or is settled in cash, the underlying shares are returned to the share reserve. However, shares withheld or tendered for tax withholding or exercise price payment, shares not issued upon net settlement of an option or SAR, and shares repurchased on the open market with option proceeds, are not returned to the share reserve.

Individual Award Limits. No participant may receive awards covering more than 1,000,000 shares per award type in any single fiscal year. The aggregate grant-date fair market value of all awards to any non-employee director may not exceed $500,000 in any single fiscal year.

Exercise Price. The exercise price of each option and SAR must be at least 100% of the fair market value of a share on the grant date (110% of fair market value for incentive stock options granted to 10% shareholders).

Vesting. All awards must have a minimum vesting period of one year from the grant date, subject to a carve-out for awards covering up to 5% of the total shares authorized under the Incentive Plan.

Administration. The Incentive Plan is administered by the Compensation and Talent Management Committee of the Board of Directors (or the full Board). The committee has broad discretionary authority to select participants, determine award types, amounts, terms, and conditions, interpret the plan, and establish rules for administration.

No Repricing. The Incentive Plan prohibits the repricing of outstanding options or SARs, including through cancellation and re-grant of new awards or cash buyout of underwater options or SARs, without prior shareholder approval.

Change in Control. Upon a change in control of the Company, the committee may, in its sole discretion, accelerate the exercisability and vesting of outstanding awards. For awards that are assumed or substituted in connection with a change in control, if a participant's employment is terminated without cause or by the participant for good reason within one year following the change in control, all time-based vesting restrictions on outstanding awards will lapse and settlement will occur within 30 days after the termination date.

Amendment and Termination. The Board may amend or terminate the Incentive Plan at any time, but shareholder approval is required for any amendment that requires approval under the Internal Revenue Code, SEC rules, Nasdaq listing standards, or other applicable laws. No amendment may adversely affect any outstanding award without the participant's written consent.

Plan Duration. No awards may be granted under the Incentive Plan after the close of business on the day preceding the 10th anniversary of shareholder approval of the Incentive Plan.

Transferability. Awards are generally non-transferable except by will or the laws of descent and distribution. The committee may permit transfers of non-qualified stock options to the extent consistent with applicable law, provided no consideration is paid for the transfer.

Dividends and Dividend Equivalents. Dividends or dividend equivalents may be credited on awards other than options and SARs; however, no dividends or dividend equivalents may be paid on any shares before the date such shares have vested, and any credited dividends or dividend equivalents are subject to the same restrictions and risk of forfeiture as the underlying award.

Clawback. All awards are subject to any clawback or recoupment policy adopted by the Company, including as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated thereunder.

Proposal 4: Approval of the Neogen Corporation Amended and Restated Omnibus Incentive Plan

New Plan Benefits. Because future awards under the Incentive Plan will be granted at the discretion of the committee, the benefits or amounts that will be received by or allocated to any participant or group of participants under the Incentive Plan are not currently determinable.

Federal Income Tax Consequences. The following is a brief summary of certain U.S. federal income tax consequences of awards under the Incentive Plan based on current law. This summary is not intended to be exhaustive and does not address state, local, or foreign tax consequences.

Board Recommendation

For the reasons described above, and because the Incentive Plan is designed to support the Company's ability to attract, retain, and motivate employees, directors, and consultants while aligning their interests with those of shareholders, the Board believes approval of the Incentive Plan is in the best interests of the Company and its shareholders.

Proposal 5: Approval of an Amendment to the Neogen Corporation Employee Stock Purchase Plan

Proposal 5: To Approve an Amendment to the Neogen Corporation Employee Stock Purchase Plan

The Company is requesting shareholder approval for an amendment to the Neogen Corporation Employee Stock Purchase Plan (the "ESPP") to make additional shares of the Company's common stock available for issuance pursuant to the ESPP. On July 16, 2026, the Board of Directors, upon recommendation of the Compensation and Talent Management Committee, approved the amendment to cause an additional 5,000,000 shares of the Company's common stock to be available for issuance pursuant to the ESPP, subject to shareholder approval, and directed that the amendment be submitted for approval by shareholders at the Annual Meeting.

The purpose of the ESPP is to encourage employee stock ownership by offering employees rights to purchase Neogen Corporation common shares at discounted prices and without payment of brokerage costs. The Company believes the ESPP offers a convenient way for employees who might not otherwise own Neogen Corporation common shares to purchase and hold such an investment. The Company also believes the discounted purchase feature of the ESPP offers a meaningful incentive to participate and that employees' continuing economic interests as shareholders in Company performance and success should further enhance entrepreneurial spirit and contribute to the Company's potential for growth and profitability. The current ESPP is a restatement of the Company's prior Employee Stock Purchase Plan, which restatement was approved by the Board of Directors on April 16, 2026. A copy of the ESPP, as amended by the proposed amendment being submitted for shareholder approval, is attached as Appendix B to this Proxy Statement. The description of the ESPP in this Proxy Statement is qualified in its entirety by reference to the copy of the ESPP attached as Appendix B.

The Board recommends that shareholders approve the proposed amendment to increase the number of shares from the number of shares currently authorized for issuance. After the last Offering Period (as defined in the ESPP) that ended on May 31, 2026, approximately 153,149 shares remain available for future grants. Based on current participation, the Board believes the remaining share reserve is insufficient and is therefore requesting approval to increase the number of shares available for issuance under the ESPP by 5,000,000.

ESPP has two components: (i) a component that is intended to be an "employee stock purchase plan" as defined in Section 423 of the Internal Revenue Code with respect to domestic employees of the Company or of entities that are (or are treated for tax purposes as) corporate subsidiaries of the Company; and (ii) a component that need not qualify under Section 423 with respect to foreign employees and/or domestic employees of entities that are (or are treated for tax purposes as) non-corporate subsidiaries of the Company. In foreign jurisdictions, local laws may mandate that the Board authorize features of the ESPP that preclude its qualification under Section 423 of the Internal Revenue Code.

Summary of ESPP

The following is a summary of the material features of the ESPP. This summary is qualified in its entirety by the full text of the ESPP attached as Appendix B. Capitalized terms used without being defined in this summary are defined in the ESPP attached as Appendix B.

Eligible Employees. All employees of the Company and its designated subsidiaries and affiliates who have been continuously employed for at least two years (or such shorter period as may be specified in an offering) and who customarily work more than 20 hours per week and more than 5 months per calendar year are eligible to participate. Employees who own 3% or more of the total combined voting power or value of all classes of Company stock are not eligible. As of the record date for the Annual Meeting, approximately 2,000 employees are eligible to participate and approximately 480 currently participate.

Shares Available. Subject to shareholder approval of this amendment, the maximum aggregate number of shares available for issuance under the ESPP will be 6,000,000 shares of Common Stock (consisting of 1,000,000 shares previously authorized plus 5,000,000 additional shares). As of the last Offering Period ending May 31, 2026, approximately 153,149 shares remained available for future purchases.

Offering Periods and Purchase Dates. The Board establishes Offering Periods during which eligible employees may participate. Unless otherwise provided in an Offering, there are four quarterly Offering Periods each fiscal year.

Proposal 5: Approval of an Amendment to the Neogen Corporation Employee Stock Purchase Plan

No Offering Period may exceed 27 months. Purchase Rights are automatically exercised on the Purchase Date at the end of each Offering Period.

Contributions. Participants elect payroll deductions in whole percentages ranging from 1% to 10% of Total Compensation (or such other range as may be specified in an Offering, not to exceed 10%). Participants may reduce or increase their contributions or withdraw from participation entirely during an Offering Period, subject to the terms of the applicable Offering.

Purchase Price. The purchase price per share is specified by the Board for each Offering but may not be less than the lesser of: (a) 85% of the fair market value of a share of common stock on the first day of the Offering Period; or (b) 85% of the fair market value of a share of common stock on the applicable Purchase Date. Under the Company's current Offerings, shares are purchased at a 5% discount to the fair market value on the Purchase Date.

Statutory Limitations. No employee may be granted Purchase Rights that permit the employee's right to purchase stock to accrue at a rate exceeding $25,000 of fair market value of stock (determined at the time such rights are granted) per calendar year.

Administration. The ESPP is administered by the Board of Directors or a designated committee. The administrator has broad discretion to determine Offering terms, designate participating companies, establish rules for administration, and interpret the plan.

Amendment and Termination. The Board may amend, suspend, or terminate the ESPP at any time. Shareholder approval is required for any amendment that (i) increases the number of shares available for issuance under the ESPP, (ii) changes the designation of corporations whose employees may be offered options, or (iii) changes the granting corporation or the stock available for purchase, in each case to the extent shareholder approval is required by applicable law, regulations, or listing requirements.

Transferability. Purchase Rights are not transferable by a participant except by will or the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation.

Adjustments; Corporate Transactions. In the event of a Capitalization Adjustment (such as a stock split, reorganization, or recapitalization), the Board will proportionately adjust the number and class of shares and the purchase price under outstanding Purchase Rights. In the event of a Corporate Transaction, the Board may cancel outstanding Purchase Rights and refund accumulated contributions, arrange for assumption or substitution of Purchase Rights by the acquiring entity, or accelerate the Purchase Date.

New Plan Benefits. Because participation in the ESPP is voluntary and contribution rates are elected by each participant, the benefits or amounts that will be received by or allocated to any participant or group of participants under the ESPP are not currently determinable.

Federal Income Tax Consequences. The following is a brief summary of certain U.S. federal income tax consequences of participation in the ESPP based on current law. This summary is not intended to be exhaustive and does not address state, local, or foreign tax consequences.

Proposal 5: Approval of an Amendment to the Neogen Corporation Employee Stock Purchase Plan

Board Recommendation

For the reasons set forth above, and because the ESPP promotes broad-based employee stock ownership and aligns employees' interests with those of shareholders, the Board believes approval of the amendment to the ESPP is in the best interests of the Company and its shareholders

Security Ownership of Certain Beneficial Owners, Directors and Management

Security Ownership of Certain Beneficial Owners, Directors and Management

Principal Shareholders

The following table sets forth certain information, as of August 4, 2026, with respect to beneficial ownership of the Company's common stock by the only persons known by the Company to be the beneficial owner of more than 5% of the Company's common stock. On August 4, 2026, there were 218,106,005 shares of the Company's stock outstanding.

Security Ownership of Certain Beneficial Owners, Directors and Management

Security Ownership of Directors and Executive Officers

The following table sets forth certain information about the ownership of the Company's common stock as of August 4, 2026, held by the current directors, each nominee for director, the executive officers named in the Summary Compensation Table under "Executive Compensation" and all executive officers and directors as a group. Each of the persons listed below has sole voting and dispositive power with respect to such shares.

* Less than 1%

Information about the Board and Corporate Governance Matters

Information about the Board and Corporate Governance Matters

The Company is managed under the direction of its Board. The Board conducts its business through meetings of the Board and its committees. During fiscal year 2026, the Board held 5 meetings, and there were a total of 29 committee meetings. Each director attended more than 80% of the total meetings of the Board and the committees on which he or she served in fiscal year 2026. Directors are expected to attend the Annual Meeting of Shareholders unless they have an unavoidable schedule conflict or other valid reason. Each of the Board members serving on the Board in October 2025 attended the virtual 2025 Annual Meeting of Shareholders.

Independent Directors

A director is not considered independent unless the Board determines that he or she meets the Nasdaq independence rules and has no material relationship with the Company, either directly or indirectly, through any organization with which he or she is affiliated that has a relationship with the Company or as a result of any familial relationship. Based on a review of the responses of the directors and nominees to questions about employment history, affiliations, family and other relationships, and on discussions with the directors and nominees, the Board has determined that each of the current directors, other than Mike Nassif (the Company's CEO), is independent as defined in the Nasdaq independence rules.

Board Committees

The Board has four committees. The current membership, number of meetings held during fiscal year 2026 and the function performed by each of these committees are described below. None of the members of any of the committees is or ever has been an employee of the Company. The Board has determined that each committee member meets the independence standards for that committee within the meaning of applicable Nasdaq and SEC regulations.

Information about the Board and Corporate Governance Matters

Information about the Board and Corporate Governance Matters

Information about the Board and Corporate Governance Matters

Board Leadership

Mr. Borel serves as the Chair of the Company's Board and leads all meetings of the Board. Through August 10, 2025, Mr. Adent served as the Company's President & Chief Executive Officer and as a member of the Board. Effective August 11, 2025, Mr. Nassif serves as the Company's President & Chief Executive Officer and as a member of the Board. Our CEO does not attend independent director sessions of the Board except upon request. The Board has concluded that this leadership structure is appropriate for the Company at this time, because it allows the Chair to focus on the effectiveness and independence of the Board while the CEO focuses on executing the Company's strategy and managing the Company's business. The independent directors meet in executive session at least quarterly.

Compensation and Talent Management Committee Interlocks and Insider Participation

During fiscal year 2026, Dr. Woteki (Chair), Mr. Thiery Bernard, Dr. William Boehm, Mr. Capello, Mr. Pelossof, and Mr. Rodriguez served on the Compensation and Talent Management Committee. Note that Dr. Boehm retired as a director at the 2025 Annual Meeting and Mr. Bernard resigned as a director on August 3, 2026. None of these directors has served as an officer or employee of the Company at any time nor have any of these directors had any relationship requiring disclosure pursuant to the standards described under "Certain Relationships and Related Party Transactions" below. Executive officers of the Company do not serve as a member of the compensation committee or Board of Directors of any other company that has an executive officer serving as a member of the Company's Compensation and Talent Management Committee or Board.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines, which provide a structure for the Company's Board and management to effectively pursue the Company's objectives for the benefit of its shareholders. The Corporate Governance Guidelines address, among other things, Board and committee structure, composition and procedures, director responsibilities, board service limits, compensation and continuing education, and shareholder communications with the Board. The Corporate Governance Guidelines are available in the "Investor Relations" section of the Company's website at www.neogen.com.

Insider Trading Policy

The Company has adopted an insider trading policy governing the purchase, sale, and/or other disposition of the Company's securities by its directors, officers, employees, and other covered persons that the Company believes is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq listing standards applicable to the Company. A copy of the Company's insider trading policy is filed as Exhibit 19 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2026.

Commitment to a Safe and Inclusive Workplace

At Neogen, our people are fundamental to our long-term success. We are committed to fostering a workplace culture that prioritizes safety, integrity, respect, inclusion, professional growth, and accountability. We believe that attracting, developing, and retaining talented colleagues with diverse perspectives strengthens our ability to innovate, serve customers, execute our strategy, and create long-term value for shareholders. Our human capital strategy focuses on maintaining a safe and inclusive workplace, investing in leadership and talent development, enhancing employee engagement, and creating an environment where all employees are empowered to contribute and succeed.

Information about the Board and Corporate Governance Matters

Safety as a Core Value

As a company dedicated to food and animal safety, we believe our commitment to safety begins with our own employees. During fiscal year 2026, Neogen implemented its first global Environmental, Health and Safety ("EHS") Policy, establishing safety as an institutional core value across the enterprise. The policy reinforces leadership's commitment to protecting employees, communities, and the environment, while fostering a culture in which employees are encouraged and empowered to identify hazards, report unsafe conditions, participate in continuous improvement initiatives, and contribute to a safer workplace.

Building a strong safety culture remains a key organizational priority. During fiscal year 2026, Neogen expanded EHS compliance training globally, introduced Company-wide Life Saving Principles, and invested in additional safety systems and capabilities to support hazard identification, risk reduction, and continuous improvement across its operations.

Inclusion, Respect and Employee Engagement

Neogen is committed to maintaining a workplace characterized by mutual respect, professionalism, and equal opportunity. Our Code of Business Conduct & Ethics addresses workplace respect, diversity, anti-harassment, workplace violence prevention, health and safety, reporting concerns, and protection against retaliation. These policies support our expectation that all employees conduct themselves in a manner consistent with our values and contribute to an environment where individuals are treated with dignity and respect.

The Company also continues to invest in listening to employees and strengthening organizational culture. During fiscal year 2026, Neogen established its first consistent global employee engagement survey process, providing leaders with actionable feedback to enhance the employee experience and strengthen engagement across the organization. Participation in the survey was strong, with approximately 88% of employees providing feedback, demonstrating a high level of engagement and commitment to helping shape Neogen's future workplace culture.

Leadership and Talent Development

During fiscal year 2026, Neogen continued to strengthen its leadership team and organizational capabilities in support of the Company's strategic transformation. The executive leadership structure was redesigned to improve accountability, increase cross-functional collaboration, and accelerate decision-making. As part of this evolution, approximately 70% of senior leadership appointments were external hires and 30% were internal employees or promotions, reflecting the Company's commitment to balancing external expertise with internal talent development opportunities. The Company believes diversity of experience, backgrounds, and perspectives strengthens leadership effectiveness and decision-making.

Focus on Sustainability

At Neogen, our mission of protecting food, animal, and human health naturally extends to protecting the environment and operating our business responsibly for future generations. We recognize that strong environmental stewardship is an important component of long-term value creation and is closely aligned with our commitment to operational excellence, responsible resource management, and continuous improvement. Consistent with our recently adopted Global EHS Policy, Neogen is committed to protecting employees, communities, and the environment through robust environmental practices, proactive risk management, and a culture of accountability at every level of the organization. The Company believes environmental responsibility is a shared commitment across the enterprise and incorporates environmental considerations into its operational and strategic decision-making processes.

Information about the Board and Corporate Governance Matters

Sustainability Stewardship

Following the appointment of Mike Nassif as President and Chief Executive Officer and changes in senior leadership, Neogen has strengthened its focus on sustainability as part of the Company's broader transformation effort. To support this commitment, the Company plans to establish a Sustainability Council in fiscal year 2027 consisting of 12-15 employees from around the world and with executive representation. The Committee will provide ongoing oversight, review sustainability enhancement opportunities, and help identify initiatives that support the Company's long-term sustainability strategy. The employee council will be empowered to evaluate and recommend actions across the organization that improve sustainability performance while supporting operational efficiency and business growth. The Committee's work is expected to complement the Company's Global EHS Policy and broader continuous improvement initiatives that are already being implemented across Neogen's global operations.

Establishing Baseline Environmental Metrics

As part of the Company's commitment to enhanced environmental stewardship and transparency, Neogen is working to establish performance metrics for fiscal years 2026 and 2027. These metrics include Company-wide electricity consumption, natural gas usage, and water consumption across facilities representing the majority of Neogen's global operations. The Company believes establishing a baseline is an important first step in measuring progress, identifying improvement opportunities, and supporting data-driven decision making.

Environmental Data

The disclosures below for energy consumption, water withdrawal, and waste generation reflect the recent performance of 47 site locations representing the majority of Neogen's operations by area, headcount, and/or throughput.

Like most companies, Neogen understands that increases in the frequency and severity of weather events and other climate changes present business with significant opportunities and risks. It also understands that roughly 200 countries have committed to pursue Net 0 greenhouse gas (GHG) emissions by 2050. From stiffening regulations and changing buying preferences to shifting labor forces and logistics, Neogen understands that it must manage these opportunities and risks ever-more proactively, and that energy consumption is one determinant factor.

In fiscal year 2026, Neogen consumed approximately 1.77M GJ of natural gas and electricity; its most material fuel types.

Using emission factors for combustion fuels from the United Nations Intergovernmental Panel on Climate (UN IPCC) and ones for domestic and international electricity from the US Environmental Protection Agency (US EPA) and International Energy Agency (IEA), respectively, Neogen calculated its Scope 1 and 2 greenhouse gas (GHG) emissions for its most material fuel types: natural gas and electricity.

In fiscal year 2026, Neogen emitted approximately 74k metric tonnes CO2e from natural gas and electricity.

Neogen recognizes that water is one of, if not, the most precious resources on earth, that stakeholders often misperceive it to be abundant and inexpensive, and that most countries are already water-stressed. Therefore, Neogen is committed to understanding and further improving the amount of water it extracts and uses.

Information about the Board and Corporate Governance Matters

In fiscal year 2026, Neogen withdrew approximately 834k m3 of municipal water; its most material source.

Neogen recognizes that any waste, environmental resources included, is a loss of value. Therefore, Neogen is committed to continuously reducing the amount of waste it generates. It is also committed to creating more circularity, by increasing the amount of waste it reuses or recycles rather than sends to landfill, incineration, or other non-circular treatments.

In fiscal year 2026, Neogen generated approximately 93k metric tonnes of general refuse and additional selected waste streams; the majority being hazardous.

Most of that waste was treated by landfills, incineration, or methods other than recycling, but a wide range of waste streams were recycled, from batteries, electronics, foil and food to paper, cardboard, wood, and glass.

Driving a Culture of Sustainability

Neogen believes meaningful environmental progress requires engagement throughout the organization. Consistent with the Company's Global EHS Policy, employees are encouraged to identify opportunities for improvement, participate in sustainability initiatives, and contribute ideas that enhance resource efficiency and environmental performance. The Company intends to leverage its culture of continuous improvement to build environmental awareness, improve data-driven decision making, and support long-term environmental performance improvements across its global operations.

Anti-Hedging and Anti-Pledging Policies

The Company, pursuant to the terms of its Insider Trading Policy, prohibits all directors, officers, and employees from engaging in certain hedging transactions involving the Company's securities. The Insider Trading Policy also prohibits directors, officers, and employees from pledging Company securities as collateral for a loan or holding Company securities in a margin account without, in each case, approval from the Chief Financial Officer and Chair of the Board.

Board Role in Risk Management

The Board oversees risk through the Company-wide Enterprise Risk Management ("ERM") process, functioning of Board Committee, the Board's review and approval of management's business plan. This includes the Board's review and oversight of projected opportunities and challenges facing the business, business developments, strategic plans and implementation, liquidity and financial results, succession planning, capital spending and financing. The Board delegates certain of its risk management functions to various Board committees, including the Audit Committee's oversight of the Company's internal controls over financial reporting and its discussions with management and the independent accountants regarding the quality and adequacy of internal controls and financial reporting; the Governance Committee's leadership in the evaluation of the Board and committees and its responsibility for providing oversight of the Company's risk management policies and programs, including cybersecurity; and the Compensation and Talent Management Committee's role with respect to executive officer compensation and its relationship to the Company's business plan, as well as its review of compensation plans generally and the related risks. Each of these committees makes periodic reports to the full Board.

The Enterprise Risk Council, comprised of members of senior leadership, oversees the ERM process which is designed to take a Company-wide approach to identifying, assessing, and managing risk. Our ERM process seeks to identify emerging risks and address them appropriately to limit negative consequences to the Company. Its goal is to provide an ongoing review, implemented across each function and business unit of the Company, to identify and assess risk, and to monitor risk and agreed-upon mitigating action. The Enterprise Risk Council presents to the Governance and Audit Committees and the Board at least annually with escalation to the Board more frequently depending on the nature of a newly identified risk or developments with respect to a material risk or its mitigation plan.

Information about the Board and Corporate Governance Matters

Contacting the Board

Shareholders and other interested persons can communicate directly with the Board or any individual director on a confidential basis by mail to Board of Directors, Neogen Corporation, 620 Lesher Place, Lansing, Michigan 48912, Attention: Board Secretary. All such communications will be received directly by the Board Secretary and forwarded to the Board or any individual director, as applicable.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct & Ethics applicable to all Company employees, officers and directors as well as the Company's partners and vendors. The Code of Business Conduct & Ethics is posted on the Company's website at www.neogen.com in the "Investor Relations" section and will be mailed or emailed to any shareholder upon request to the Board Secretary, Neogen Corporation at 620 Lesher Place, Lansing, Michigan 48912.

Certain Relationships and Related Party Transactions

The Audit Committee approves or ratifies transactions in which the Company was or is to be a participant that involve directors, executive officers, or principal shareholders, as well as members of their immediate families or entities controlled by any of them, or in which they have a substantial ownership interest, where the amount involved exceeds $120,000 or that are otherwise reportable under SEC disclosure rules. Such transactions include employment by the Company of immediate family members of any director or executive officer. Management advises the Audit Committee of any such transaction that is proposed to be entered into or continued and seeks Audit Committee approval. In the event any such transaction is proposed for which a decision is required prior to the next regularly scheduled meeting of the Audit Committee, it can be presented to the Audit Committee Chair for approval and the decision will be reported to the full Audit Committee at its next meeting.

There were no such transactions with related parties during fiscal year 2026 nor are any currently proposed.

Family Relationships and Other Arrangements

There are no family relationships between any of the members of the Board and executive officers. Except as described within the biographies of Ms. Gupta and Mr. Capello with respect to the 3M designation arrangements, both of which have been fulfilled and are no longer outstanding. There are no arrangements or understandings between or among the Company's executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or executive officer.

Information About Our Executive Officers

Named Executive Officers

Named executive officers ("NEOs") for SEC reporting purposes are:

Brief biographies of the NEOs follow.

Mike Nassif, age 50, joined Neogen on August 11, 2025 as President & Chief Executive Officer. He joined the Company from Siemens Healthineers, where he served as Global President of the Point-of-Care Diagnostics since September 2022. Prior to his time at Siemens Healthineers, Mr. Nassif served in various leadership positions at Baxter International Inc. (March 2017 to September 2022), Anheuser-Busch InBev (April 2015 to March 2017), and Johnson & Johnson (May 2009 to April 2015).

Tamara A. Ranalli, Ph.D., age 54, joined Neogen on January 7, 2026 as Senior Vice President and General Manager, Global Food Safety. Dr. Ranalli has full P&L responsibility for Neogen's global Food Safety portfolio, developing and executing the global strategy for continued innovation and growth, including marketing, research and development, and government and regulatory affairs. Prior to joining Neogen, Dr. Ranalli served as Senior Vice President and General Manager, Molecular Diagnostics and Point-of-Care Business Units, at QuidelOrtho from 2024 to 2025, and as Senior Vice President, Molecular Diagnostics Business Unit, from 2020 to 2024. During her tenure at QuidelOrtho, Dr. Ranalli held positions of increasing responsibility leading global business, product development, regulatory, and commercial activities within the company's diagnostics portfolio.

R. Bryan Riggsbee, age 55, joined Neogen on November 3, 2025 as Senior Vice President & Chief Financial Officer. Mr. Riggsbee oversees Neogen's global finance organization. Prior to joining Neogen, Mr. Riggsbee served as Chief Financial Officer of bioMérieux's North American business in 2025, where he was responsible for the finance organization supporting the company's diagnostics operations in the region. From 2014 to 2024, Mr. Riggsbee served as Executive Vice President, Chief Financial Officer and Treasurer of Myriad Genetics, Inc. Mr. Riggsbee currently serves as an independent director of CareDx, Inc. (since 2024), where he chairs the Audit and Finance Committee, and as an independent director of Immunovia AB (since 2025), where he serves on the Audit and Remuneration Committees. Earlier in his career, Mr. Riggsbee held finance leadership roles with Laboratory Corporation of America, GE, and KPMG.

Jennifer Evans Stacey, age 62, joined Neogen on April 8, 2026 as Senior Vice President & Chief Legal and Compliance Officer and Board Secretary. Prior to joining Neogen, Ms. Stacey served as Chief Legal and Compliance Officer and Secretary of Galera Therapeutics, Inc., a publicly traded clinical-stage biopharmaceutical company, from October 2021 to August 2024, and subsequently as a consultant through January 2025. Before joining Galera, Ms. Stacey served as Vice President, General Counsel, Secretary and Government Relations at The Wistar Institute. Ms. Stacey has more than 25 years of legal, compliance, governance, and executive leadership experience in the life sciences industry. Ms. Stacey currently serves on the Board of Directors of Context Therapeutics Inc. (Nasdaq: CNTX), a clinical stage biopharmaceutical company advancing T cell-engaging bispecific antibodies for solid tumors.

John E. Adent, age 58, joined Neogen on July 17, 2017 as Chief Executive Officer (CEO) and was named President on September 22, 2017. It was announced in April 2025 that Mr. Adent would be stepping down under an involuntary not-for cause separation upon the earlier of his successor starting in the role or the end of October 2025. Mr. Adent

Compensation Discussion and Analysis

subsequently stepped down as President & CEO when his successor, Mr. Nassif, joined the Company on August 11, 2025. Mr. Adent remained with the Company as a Special Advisor to the Board and CEO through October 31, 2025 at which time Mr. Adent was involuntarily separated from the Company.

David H. Naemura, age 57, joined Neogen on November 29, 2022 as Chief Financial Officer (CFO). Effective January 1, 2025, Mr. Naemura assumed additional responsibilities as Chief Operating Officer (COO) while continuing to serve as CFO. Mr. Naemura served as CFO & COO through November 2, 2025, when Mr. Riggsbee joined the Company as CFO, and Mr. Naemura's operational responsibilities were reassigned to another member of the Company's leadership team. Mr. Naemura agreed to remain with the Company as a Financial Advisor through December 31, 2025.

Amy M. Rocklin, Ph.D., age 54, joined Neogen on March 15, 2021 as Vice President, General Counsel & Corporate Secretary. In 2022, Dr. Rocklin was named Chief Legal & Administrative Officer. Dr. Rocklin departed the Company on March 31, 2026 under an involuntary not-for-cause separation agreement.

Compensation Discussion and Analysis

Compensation Discussion and Analysis (CD&A)

This section of our Proxy Statement discusses the principles underlying our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies and decisions. It provides qualitative and quantitative information regarding the manner and context in which compensation is awarded to, and earned by, our named executive officers (NEOs) and places in perspective the data presented in the tables and narrative that follow.

For purposes of this CD&A and the disclosure that follows, the following are Neogen's NEOs for fiscal year 2026:

(¹) Mr. Nassif, Dr. Ranalli, Mr. Riggsbee, and Ms. Stacey were employed for a portion of fiscal year 2026, having joined Neogen on August 11, 2025, January 7, 2026, November 3, 2025, and April 8, 2026, respectively.

(²) Mr. Adent served as President & Chief Executive Officer through August 10, 2025 and remained as Special Advisor to the Board and CEO through October 31, 2025 until the time of his involuntary not-for-cause separation from the Company.

(³) Mr. Naemura served as Chief Financial Officer & Chief Operating Officer through November 2, 2025 and remained with the Company as a Financial Advisor through his voluntary resignation on December 31, 2025.

(⁴) Dr. Rocklin left Neogen as Chief Legal & Administrative Officer effective March 31, 2026 under an involuntary not-for-cause separation from the Company.

Executive Summary

Our Business

Neogen is a global leader in food and animal safety solutions, guided by a clear purpose to cultivate a safer, more sustainable future for the world's food supply. Through the power of science and technology, the Company advances human and animal well-being by providing products and services that help protect the quality of food and agricultural inputs. Neogen's two complementary business segments of Food Safety and Animal Safety deliver comprehensive food and animal safety solutions worldwide, supported by a global network of scientists and technical experts in over 140 countries.

Neogen's Food Safety segment develops, manufactures, markets, and distributes diagnostic test kits, complementary products, software solutions, and related services used by food and animal feed producers, processors, and other participants across the food supply chain to ensure product safety and quality. These offerings help detect and prevent contamination from foodborne pathogens, spoilage organisms, natural toxins, allergens, and ruminant by-products, while also supporting hygiene monitoring and nutritional analysis. Leveraging proprietary immunoassay and nucleic acid detection technologies, Neogen's largely consumable product portfolio delivers rapid, accurate results that enable customers to identify risks, comply with regulatory requirements, and preserve the integrity of the global food supply.

Neogen's Animal Safety segment develops, manufactures, markets, and distributes a broad portfolio of products and services that promote animal health, agricultural biosecurity, and genetic progress. Its offerings include veterinary instruments, pharmaceuticals, vaccines, topicals, parasiticides, diagnostic products, rodent and insect control solutions, genomics testing services, and drug detection products for animal and related markets. Serving veterinarians, retailers, livestock producers and animal health product distributors, Neogen's Animal Safety segment helps improve animal health and productivity, supports responsible livestock production, and advances the Company's mission of promoting safe food and a healthy world.

Compensation Discussion and Analysis

Neogen Leadership Transformation

As part of Neogen's fiscal year 2026 transformation, the following NEO changes were designed to strengthen execution, enhance operational discipline, and position the organization for long-term value creation. Under the leadership of our new President and Chief Executive Officer Mike Nassif, Neogen refreshed key executive roles, increased organizational accountability, and aligned leadership capabilities with the Company's strategic priorities. These actions were intended to support improved business performance and drive sustainable shareholder value.

The following NEO changes occurred during fiscal year 2026:

In connection with the recruitment of new executive leaders, the Compensation and Talent Management Committee sought to provide compensation arrangements that were competitive within the market while recognizing compensation opportunities that candidates would forfeit upon leaving their prior employers. Accordingly, certain newly hired executives received one-time sign-on cash awards and/or inducement equity grants consisting of performance share units ("PSUs"), stock options, and restricted stock units ("RSUs").

Following low performance in recent years, the Committee determined that these awards were necessary to attract highly qualified talent during a period of significant organizational transformation. The sign-on cash awards were intended primarily to offset annual incentive opportunities forfeited at prior employers. The inducement equity awards were designed both to replace forfeited long-term incentives and to immediately align the interests of newly hired executives with those of shareholders. For executives hired during the early stages of the fiscal year, the inducement awards emphasized performance; PSUs and stock options to align compensation with the Company's ongoing performance objectives and long-term stockholder value creation from the outset of employment.

These awards were granted only in connection with recruitment and were structured as non-recurring compensation elements separate from the Company's regular executive compensation program. The Committee expects future compensation opportunities for these executives to be determined under Neogen's standard compensation framework and governed by the same pay-for-performance principles applicable to the Company's other executive officers. For Mr. Nassif's inducement award, $1,000,000 of the RSU and $1,000,000 of the stock options were granted with a four-year vesting period.

(¹) Inducements are granted in limited circumstances associated with new hire recruitment. Inducement grants of stock options, RSUs, and PSUs were granted outside the 2023 Plan.

(²) In connection with his appointment as Chief Executive Officer, Mr. Nassif was granted inducement awards with a grant date value of $2,000,000, consisting of 50% stock options and 50% restricted stock units, which vest ratably over four years and were intended to replace equity compensation forfeited upon his departure from his prior employer. He also received a cash sign-on award to replace forfeited incentive

Compensation Discussion and Analysis

compensation from his prior employer. Separately, Mr. Nassif received an in-cycle $4,500,000 fiscal 2026 annual long-term incentive award, comprised of 50% performance share units and 50% stock options, consistent with the Company's executive compensation program.

(3) In connection with her appointment as SVP & GM Global Food Safety, Ms. Ranalli was granted inducement awards with a grant date value of $750,000, consisting of 50% stock options and 50% restricted stock units, which vest ratably over three years and were intended to replace equity compensation forfeited upon her departure from her prior employer. She also received a cash sign-on award to replace forfeited incentive compensation from her prior employer. Separately, Ms. Ranalli received a $750,000 fiscal 2026 in-cycle annual long-term incentive award, comprised of 50% performance share units and 50% stock options, consistent with the Company's executive compensation program.

(4) In connection with his appointment as SVP & Chief Financial Officer, Mr. Riggsbee was granted inducement awards with a grant date value of $2,250,000, consisting of 50% performance share units and 50% stock options for fiscal year 2026, which vest ratably over three years and were intended to replace equity compensation forfeited upon his departure from his prior employer and to support the recruitment of a key executive and promote long-term retention and shareholder alignment. He also received a cash sign-on award to replace forfeited incentive compensation from his prior employer.

(5) In connection with her appointment as SVP & Chief Legal and Compliance Officer and Board Secretary Ms. Stacey was granted in-cycle fiscal year 2026 inducement awards with a grant date value of $750,000, consisting of 50% stock options and 50% restricted shares, which vest ratably over three years. The award was approved as a one-time inducement grant designed to support the recruitment of a key executive and promote long-term retention and shareholder alignment.

The Compensation and Talent Management Committee believes these compensation decisions were appropriate and necessary to support Neogen's leadership transformation, facilitated the recruitment and retention of key talent, and position the Company for long-term success. Consistent with the Committee's compensation philosophy, executive compensation remains focused on supporting strategic execution, rewarding performance, and aligning management's interests with those of shareholders.

Our Performance

Revenue Growth

Fiscal year 2026 marked a year of improving business performance despite continued external challenges and increasing global trade uncertainty. Following the appointment of our new CEO Mike Nassif and significant leadership changes in the organization, revenue growth improved from negative core growth rates at the end of fiscal year 2025 to strong positive growth by the end of the fiscal year 2026. Food Safety growth accelerated throughout the year, achieving 3% in the fourth quarter with the highest quarterly core growth(1) rate since fiscal year 2023.

(1) Non-GAAP financial measures; see explanations and reconciliations that follow.

These changes were brought about by increased operational tempo, metric driven tracking of performance, and resolution of key supply challenges. Increased revenue growth led to the Company significantly raising its revenue

Compensation Discussion and Analysis

guidance throughout fiscal year 2026, with total revenue of $870.4 million significantly exceeding its original guidance range of $820 to $840 million.

Stock Performance

Neogen's stock performance improved significantly during fiscal year 2026. The Company's share price increased from $5.86 per share at the start of the fiscal year to $8.97 per share at the end of fiscal year 2026, representing an increase of over 50%. This outperformed the Nasdaq Composite Index which was up 41% over the same period.

The increase in shareholder value occurred alongside a year of improving operational performance, including stronger Food Safety growth, progress on integration initiatives, and improved cash flow generation during the second half of the fiscal year.

Compensation Discussion and Analysis

Strengthening Our Balance Sheet

Strengthening the balance sheet and improving financial flexibility remained a key focus during fiscal year 2026. The Company improved operating cash flow and free cash flow throughout the year, through reductions in working capital from its operational efficiency initiatives, cost reduction efforts, and a reduction in capital expenditure.

Neogen also completed the divestiture of its Cleaners & Disinfectants business in July 2025 and announced the planned divestiture of its Genomics business, continuing to work toward completing that transaction by the end of the first half of fiscal year 2027. The divestiture of the Cleaners & Disinfectants business unit allowed Neogen to reduce its long-term debt from $894.1 million at the end of fiscal year 2025 to $793.7 million by the end fiscal year 2026. Total cash and cash equivalent balances increased from $129.0 million to $185.5 million over that same period. This resulted in an improvement in the Company's net leverage ratio from approximately 4x in Q1 of FY26 to approximately 3.5x in Q4 FY26.

Consideration of Last Year's Say-on-Pay Vote

At the Company's 2025 Annual Meeting of Shareholders, shareholders were provided with an opportunity to cast an advisory vote on the compensation of the Company's named executive officers. The say-on-pay vote received 90.4% approval, which the Compensation and Talent Management Committee viewed as generally supportive of the Company's executive compensation practices.

Shareholder Outreach and Engagement

During fiscal year 2026, we proactively engaged with a majority of our largest shareholders to better understand their perspectives on our executive compensation programs, governance practices, and long-term strategy. These conversations provided valuable insights that are helping inform our ongoing decision-making. As we look toward fiscal year 2027 and beyond, we remain committed to considering shareholder feedback as we continue to evolve our programs and disclosures in a manner that aligns shareholder interests with our business strategy, long-term value creation objectives, and Neogen's mission.

Our Compensation Philosophy: We Pay for Performance

At Neogen, our executive compensation program is designed to align pay outcomes with Company performance, strategic execution, and long-term shareholder value creation. A substantial portion of each NEO's compensation is both variable and performance-based, ensuring that executive rewards are linked to the achievement of key financial, operational, and shareholder objectives.

Compensation Discussion and Analysis

The primary objectives of our executive compensation program are to:

The Compensation and Talent Management Committee believes executive compensation should reinforce accountability, reward sustainable performance, and create strong alignment between executive pay and shareholder outcomes. Consistent with this philosophy, a significant portion of executive compensation is delivered through annual and long-term incentive opportunities that are earned based on performance and value creation.

Fiscal year 2026 represented a pivotal year for Neogen. Following a period of declining shareholder returns, the Board appointed Mike Nassif as President and Chief Executive Officer effective August 11, 2025, to lead the Company's transformation. Under new leadership, the Company achieved meaningful improvements in shareholder value during fiscal year 2026.

In partnership with the Board, Mr. Nassif undertook a deliberate effort during fiscal year 2026 to strengthen the senior leadership team to support the Company's strategic priorities and transformation objectives. These efforts resulted in all of the NEOs who are still with the Company being newly appointed to their respective roles during the fiscal year. In connection with these leadership transitions, the Compensation and Talent Management Committee established compensation arrangements designed to attract, motivate, and retain experienced executives with the capabilities necessary to execute the Company's strategy and drive long-term value creation. These arrangements reflect the Committee's commitment to a compensation philosophy grounded in performance, accountability, and alignment with shareholder interests.

Consistent with market practice, compensation opportunities for these executives were developed using competitive market data, including peer group benchmarking and published compensation surveys, to ensure alignment with organizations of comparable size, complexity, and industry focus. The Company uses size-adjusted competitive market data consistent with Neogen's revenue.

Compensation Discussion and Analysis

Fiscal Year 2026 Pay Mix

In support of our pay-for-performance philosophy, a large majority of the target total direct compensation for our NEOs under our regular, annual compensation program is allocated to variable, at-risk compensation. The pay structure for Mr. Nassif was weighted even more heavily towards variable and performance-based compensation, with 87% of his target total direct compensation for fiscal year 2026 designed to be at risk. The charts below show, for our CEO and on average for our other NEOs, the mix of compensation at target under our fiscal year 2026 compensation programs.

(¹) Excludes the sign-on cash and equity awards paid to Mr. Nassif in connection with his August 2025 hiring.

(²) Includes only the three other NEOs who were employed at least five months of the fiscal year (Riggsbee, Ranalli, and Stacey) and excludes all sign-on cash and equity awards paid to these three executives in connection with their hiring.

Key Fiscal Year 2026 Compensation Elements

The primary compensation elements provided to NEOs are:

Other compensation elements include health and welfare benefits plans, such as medical, life insurance and disability coverage, where NEOs receive similar benefits to those provided to all other eligible U.S.-based employees. In select cases, in order to support working at our headquarter offices, temporary housing (and/or relocation support) has been provided. (See summary compensation table for details).

Compensation Discussion and Analysis

Commitment to Compensation Best Practices

Engagement of Executive Compensation Consultant

The Compensation and Talent Management Committee engaged Farient Advisors, LLC ("Farient") as its independent executive compensation consultant for fiscal year 2026. Farient reports directly to the Compensation and Talent Management Committee, and the Compensation and Talent Management Committee retains sole authority with respect to the engagement, oversight and termination of its consultant.

While Farient provides advice and recommendations regarding the design and competitiveness of the Company's executive compensation programs, the Compensation and Talent Management Committee is solely responsible for all final decisions related to the compensation of the Company's CEO and other NEOs, except that compensation decisions for the CEO are subject to review and approval by the full Board of Directors.

During fiscal year 2026, the services provided by Farient to the Compensation and Talent Management Committee included:

In accordance with SEC and applicable Nasdaq independence requirement, the Compensation and Talent Management Committee determined that Farient is independent and no conflicts of interest are present.

Limited Role by Management in Determining Executive Compensation

Management's involvement in determining executive compensation is limited to the CEO making recommendations on compensation for members of the executive management team.

Peer Group and Competitive Market Data

An important element of our overall compensation philosophy is to deliver a total compensation opportunity that is competitive with the market median with the ability to differentiate based on individual performance, future potential, strategic needs, labor market for talent and other individual and Company-specific attributes. Consistent with our

Compensation Discussion and Analysis

strong emphasis on at-risk and variable compensation, we provide the opportunity to earn significantly above target compensation levels based on strong Company and individual performance. We place a strong emphasis on long-term equity incentives in order to align leadership with shareholder interests. As part of that philosophy, the Compensation and Talent Management Committee considers the publicly disclosed executive compensation practices of companies in a selected peer group as one of several factors in setting compensation. The Compensation and Talent Management Committee also considers competitive data from relevant, published compensation surveys as another source of competitive pay data.

The Compensation and Talent Management Committee reviews the peer group annually in consultation with its independent compensation consultant to assess if changes should be made. The Compensation and Talent Management Committee considers factors such as industry, business model, product type, and revenue size of companies for the peer group. The Company uses size-adjusted competitive market data consistent with Neogen's revenue to set fiscal year 2026 pay.

The fiscal year 2026 peer group consisted of the companies below.

The fiscal year 2026 peer group remained unchanged from fiscal year 2025.

Compensation Discussion and Analysis

2026 Compensation Highlights

Base Salary

Base salary is intended to provide a market-competitive, stable source of income that recognizes the day-to-day responsibilities of the role. Each NEO's salary and performance is reviewed annually. Factors considered in determining the level of executive base pay include the role and responsibilities of the position, market competitiveness, performance against expectations, and an individual's job experience or unique responsibilities.

Actual earned salary for fiscal year 2026 is shown in the "Salary" column of the Summary Compensation Table. Base salary rates and changes from fiscal year 2025 to fiscal year 2026, if applicable, are shown in the following table.

(¹) There were no base salary changes for any NEO's in fiscal year 2026.

(²) Mr. Nassif, Dr. Ranalli, Mr. Riggsbee, and Ms. Stacey were employed for a portion of fiscal year 2026, having joined Neogen on August 11, 2025, January 7, 2026, November 3, 2025, and April 8, 2026, respectively.

(³) Mr. Adent served as President & Chief Executive Officer through August 10, 2025 and remained as Special Advisor to the Board and CEO through October 31, 2025 under an involuntary not-for-cause separation agreement in accordance with his previous severance agreement.

(⁴) Mr. Naemura served as CFO & COO through November 2, 2025 and remained with the Company as a Financial Advisor through December 31, 2025 as a voluntary resignation; no severance was paid.

(⁵) Dr. Rocklin left Neogen as Chief Legal & Administrative Officer effective March 31, 2026 under an involuntary not-for-cause separation agreement.

Annual Incentive Compensation Plan (ICP)

The annual Incentive Compensation Plan ("ICP") rewards financial and operational performance that advances both our short-term business priorities and long-term shareholder value. The ICP is designed to motivate and reward our NEOs for achieving annual Company goals.

The fiscal year 2026 ICP established threshold, target, and maximum award levels for each NEO, expressed as a percentage of base salary, as set forth below. Payout for performance between threshold and target, or target and maximum, are determined using linear interpolation, with 50% of target payout for threshold performance and 200% of target payout for maximum performance:

(¹) Dr. Ranalli's fiscal year 2026 eligibility was prorated based on hire date.

(²) Ms. Stacey was not eligible for fiscal year 2026 ICP based on hire date.

(³) Mr. Adent served as President & Chief Executive Officer through August 10, 2025 and remained as Special Advisor to the Board and CEO through October 31, 2025 under an involuntary not-for-cause separation agreement.

(⁴) Mr. Naemura served as CFO & COO through November 2, 2025 and remained with the Company as a Financial Advisor through December 31, 2025 under a voluntary resignation.

Compensation Discussion and Analysis

(⁵) Dr. Rocklin left Neogen as Chief Legal & Administrative Officer effective March 31, 2026 under an involuntary not-for-cause separation agreement.

For fiscal year 2026, NEOs had the opportunity to earn a cash incentive based on Company financial performance for the period from June 1, 2025 through May 31, 2026. The fiscal year 2026 ICP was based on the following metrics:

The Company performance targets under the fiscal year 2026 ICP, as well as actual fiscal year 2026 performance, are set forth below. The fiscal year 2026 revenue target was established at a lower level than the prior year, reflecting the divestiture of the cleaners and disinfectants business during the first quarter of fiscal year 2026. The target was established in alignment with the Company's fiscal year 2026 revenue guidance communicated to investors and reflected management's expectations for the post-divestiture business. For purposes of determining achievement against the free cash flow(1) metric, the Compensation and Talent Management Committee gave credit for certain transaction costs, restructuring costs, and costs related to executive transitions that were not known or reasonably estimable when the performance targets were established. Following the application of this credit, the Company financial results would have exceeded 100% of target; the Compensation and Talent Management Committee determined that capping the Company financial results at 100% of target was appropriate and in the best interests of investors.

(1) Non-GAAP financial measures; see explanations and reconciliations that follow.

In addition to these formulaic measures, the Compensation and Talent Management Committee retains discretion under the Personal Performance Factor (PPF) to adjust the formulaic awards by 0 - 150%, exercising negative or positive discretion as warranted. In no event may an NEO's final award exceed 250% of their target award. Following application of the 100% Company financial results referenced above, and a 125% PPF for Mr. Nassif due to exceptional leadership and his execution against defined transformation initiatives which resulted in significantly improved financial and shareholder return in the fiscal year as highlighted under the "Our Performance" section of this proxy statement and 100% PPF for all other NEOs, final performance based ICP awards paid in fiscal year 2027 related to fiscal year 2026 performance were as follows:

Compensation Discussion and Analysis

(¹) Mr. Nassif's fiscal year 2026 ICP award reflects full year eligibility and was determined based on Company performance at 100% and a 125% Personal Performance Factor, with the resulting payout directly tied to the Company's strong fiscal year 2026 business results as well as Mr. Nassif's exceptional performance and transformation initiatives, as further described in the "Our Performance" section of this Proxy Statement, and consistent with our pay-for-performance philosophy.

(²) Dr. Ranalli's fiscal year 2026 ICP award was prorated based on hire date.

(³) Ms. Stacey was not eligible for fiscal year 2026 ICP based on hire date.

(⁴) Mr. Adent served as President & Chief Executive Officer through August 10, 2025 and remained as Special Advisor to the Board and CEO through October 31, 2025. The fiscal year 2026 ICP award was paid based on actual time worked in the fiscal year in accordance with his involuntary not-for-cause severance agreement.

(⁵) Mr. Naemura served as CFO & COO through November 2, 2025 and remained with the Company as a Financial Advisor through December 31, 2025. The fiscal year 2026 ICP award was paid in accordance with his resignation and retention transition agreement entered into at the time of formal resignation.

(⁶) Dr. Rocklin left Neogen as Chief Legal & Administrative Officer effective March 31, 2026. The fiscal year 2026 ICP award was paid in accordance with her separation agreement.

Long-Term Incentive (LTI) Compensation

Following the 2024 say-on-pay shareholder vote, which did not receive majority shareholder support, the Board engaged with shareholders and conducted a thorough review of our executive compensation program. In response to the feedback received for fiscal year 2026, we enhanced our long-term incentive ("LTI") program by introducing Performance Share Units ("PSUs") for our NEOs, replacing the time-based restricted stock units grant in prior years. This change further strengthens the alignment between executive compensation and Company performance by linking half of equity awards directly to the achievement of pre-established performance goals.

For fiscal year 2026, LTI awards for our NEOs consisted of a combination of PSUs and stock options - a balanced approach that pairs performance-based and market-based equity incentives. We believe this structure reinforces our pay-for-performance philosophy and supports long-term value creation for shareholders. Stock options, in particular, align closely with shareholder interests because they deliver value only when the Company's stock price appreciates above the exercise price following the grant date.

The objectives of our LTI compensation program are to:

Fiscal year 2026 LTI compensation was granted as follows:

Compensation Discussion and Analysis

(¹) PSUs are intended to promote retention, while also aligning to the long-term performance of the Company and maintaining a link to the same market fluctuations as our stockholders

(²) Stock options are intended to provide value to our NEOs only if the stock price increases over the price at which they are granted, which is the market price of our common stock on the grant date.

Annual stock option and PSU grants to executives and other eligible employees are approved each year by the Compensation and Talent Management Committee, with grants to the CEO subject to further approval by the Board of Directors. Management recommends award eligibility and levels to the Compensation and Talent Management Committee.

In determining an individual's stock option and PSU awards, the Compensation and Talent Management Committee considers numerous factors, including the individual's level or responsibility and position within the Company, demonstrated performance over time, value to the Company's past and future success, prior grants, and retention considerations, as well as, in the aggregate, share availability under the plan, overall Company expense and shareholder dilution from awards. For executive officers, the Compensation and Talent Management Committee also reviews the accumulated value of all outstanding equity awards held by each executive officer.

Annual awards of equity are typically made in August, although occasional off-cycle grants may be made to select new hires or in connection with promotions. The annual LTI award for fiscal year 2026 was made in August 2025 from the 2023 Plan. In June 2025, the Compensation and Talent Management Committee approved a special one-time, retention equity grant comprised of 60% stock options and 40% restricted share units to each of Dr. Rocklin and Mr. Naemura. These grants occurred during a period of significant organizational change and were intended to ensure stabilization of leadership and the business. As a result of Mr. Naemura's departure from the Company on December 31, 2025, these one-time retention equity grants were forfeited. As a result of Dr. Rocklin's departure from the Company, effective March 31, 2026, one-third of the one-time retention equity grants accelerated in accordance with the involuntary, not-for-cause separation agreement. The remainder of the equity grant was forfeited. Please see the footnotes to the "Grants of Plan-Based Awards" table below for the treatment of these awards upon the executives' departures from the Company.

A significant portion of the equity awards granted to newly hired executive officers in fiscal year 2026 were issued as inducement awards, which contributed to higher reported equity values and associated equity burn rates for the year. However, these awards are not indicative of the Company's go-forward compensation practices with respect to existing executive officers. Looking ahead, the Company expects that future long-term incentive awards will reflect more normalized target compensation levels aligned with the Company's pay-for-performance philosophy and long-term shareholder interests.

The following table shows all equity awards made to all NEOs during fiscal year 2026, including those referenced in the Neogen Leadership Transformation section, as well as the special retention grants to Mr. Naemura and Dr. Rocklin referenced above.

(¹) Inducement awards are granted in limited circumstances associated with new hire recruitment. These inducement awards were granted outside the 2023 Plan.

(²) Mr. Nassif commenced employment with Neogen on August 11, 2025. These awards are referenced in the Neogen Leadership Transformation section. Of the total awards granted in fiscal year 2026, a portion with a target value of $4,500,000 was awarded as a part of the Company's annual fiscal year 2026 equity grant, which was granted to eligible employees on August 15, 2025.

Compensation Discussion and Analysis

(³) Dr. Ranalli, Mr. Riggsbee, and Ms. Stacey began Neogen employment during fiscal year 2026, with award as referenced in the Neogen Leadership Transformation section.

(⁴) Mr. Adent served as President & Chief Executive Officer through August 10, 2025, remained as Special Advisor to the Board and CEO through October 31, 2025, and did not participate in the fiscal year 2026 LTI program.

(⁵) Mr. Naemura served as CFO & COO through November 2, 2025 and remained with the Company as a Financial Advisor through December 31, 2025. The fiscal year 2026 LTI awards include a special retention grant of stock options and restricted share units made to Mr. Naemura in June 2025 with an aggregate value of $750,000.

(⁶) Dr. Rocklin left Neogen as Chief Legal & Administrative Officer effective March 31, 2026. The fiscal year 2026 LTI awards include a special retention grant of stock options and restricted share units made to Dr. Rocklin in June 2025 with an aggregate value of $620,000.

The table below shows the number of stock options granted to each of the NEOs in fiscal year 2026, including awards reference in the Neogen Leadership Transformation section, as well as the special retention grants to Mr. Naemura and Dr. Rocklin referenced above.

(¹) Represents the aggregate grant date fair value of each stock option granted in fiscal year 2026, calculated in accordance with the provisions of the Compensation-Stock Compensation Topic of the FASB Codification. This amount will be recognized over the vesting period of the grants.

(²) The stock option Codification Topic 718 values throughout this Proxy Statement have been calculated using the Black-Scholes option pricing model using the assumptions in the table below.

(³) Mr. Nassif, Dr. Ranalli, Mr. Riggsbee, and Ms. Stacey were employed for a portion of fiscal year 2026, having joined Neogen on August 11, 2025, January 7, 2026, November 3, 2025, and April 8, 2026, respectively.

(4) Mr. Adent served as President & Chief Executive Officer through August 10, 2025 and remained as Special Advisor to the Board and CEO through October 31, 2025.

(5) Mr. Naemura served as CFO & COO through November 2, 2025 and remained with the Company as a Financial Advisor through December 31, 2025.

(6) Dr. Rocklin left Neogen as Chief Legal & Administrative Officer effective March 31, 2026.

(¹) The risk-free interest rate 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 are expected to be outstanding, is based on historical option exercise and employee termination data.

Compensation Discussion and Analysis

The table below shows the number of PSUs granted to each of the NEOs in fiscal year 2026, including award reference in the Neogen Leadership Transformation section.

(¹) Compensation cost is calculated as the closing market price on the grant date multiplied by the number of PSUs granted. For purpose of this disclosure, the calculations do not attribute the compensation cost to the requisite vesting period.

(²) Mr. Nassif, Dr. Ranalli, Mr. Riggsbee, and Ms. Stacey were employed for a portion of fiscal year 2026, having joined Neogen on August 11, 2025, January 7, 2026, November 3, 2025, and April 8, 2026, respectively.

(³) Mr. Adent served as President & Chief Executive Officer through August 10, 2025 and remained as Special Advisor to the Board and CEO through October 31, 2025.

(⁴) Mr. Naemura served as CFO & COO through November 2, 2025 and remained with the Company as a Financial Advisor through December 31, 2025.

(⁵) Dr. Rocklin left Neogen as Chief Legal & Administrative Officer effective March 31, 2026.

The table below shows the number of RSUs granted to each of the NEOs in fiscal year 2026, including awards referenced in the Neogen Leadership Transformation section, as well as the special retention grants to Mr. Naemura and Dr. Rocklin referenced above.

(¹) Compensation cost is calculated as the closing market price on the grant date multiplied by the number of RSUs granted. For purpose of this disclosure, the calculations do not attribute the compensation cost to the requisite vesting period.

(²) Mr. Nassif, Dr. Ranalli, Mr. Riggsbee, and Ms. Stacey were employed for a portion of fiscal year 2026, having joined Neogen on August 11, 2025, January 7, 2026, November 3, 2025, and April 8, 2026, respectively.

(³) Mr. Adent served as President & Chief Executive Officer through August 10, 2025 and remained as Special Advisor to the Board and CEO through October 31, 2025.

(⁴) Mr. Naemura served as CFO & COO through November 2, 2025 and remained with the Company as a Financial Advisor through December 31, 2025.

(⁵) Dr. Rocklin left Neogen as Chief Legal & Administrative Officer effective March 31, 2026.

Performance Share Units (PSUs)

On August 15, 2025, the Company granted PSUs to its executives with a grant date fair value equal to 50% of the executive's total fiscal year 2026 LTI target award. Each PSU cliff vests after a three-year period and represents the right to receive one share of the Company's common stock based on the actual performance over a three-year performance period consisting of fiscal years 2026 through 2028 (the "Performance Period"), measured against Company-established targets on the following three metrics:

Compensation Discussion and Analysis

Threshold performance results in a payout of 50% of the target PSUs and maximum performance results in a payout of 200% of the target PSUs, with payouts for the results between these levels determined by linear interpolation. Accordingly, the maximum number of shares of common stock issuable under each PSU award is 200% of the target number of PSUs.

In addition, each PSU award is subject to a modifier based on the Company's relative total shareholder return (rTSR) over the Performance Period, measured against a peer group comprised of the companies within the S&P 600 Healthcare Equipment & Services index. The rTSR modifier increases the earned PSUs by 20% if our rTSR performance is at or above the 75th percentile of the peer group (subject to the overall Company performance metrics aggregate maximum award equal to 200% of target) and decreases the earned PSUs by 20% if our relative rTSR performance is below the 25th percentile. There is no modification if our rTSR is at or above the 25th percentile but below the 75th percentile. Based on rTSR final results, the PSUs earned may not exceed 240% of shares granted.

For PSUs granted in fiscal year 2026, the Compensation and Talent Management Committee approved the financial metrics set forth in the table below.

(¹) Final PSU financial results are subject to modification based on 3-year relative Total Shareholder Return (rTSR). Note that the Cash Flow Conversion metric represents a Non-GAAP financial measures; see explanations and reconciliations that follow.

To the extent any PSUs are earned based on the Company's performance over the Performance Period, the corresponding shares of common stock will be issued to the executive as soon as practicable following the completion of the three-year Performance Period, at which time such shares will be fully vested upon issuance. No PSU awards may vest before the end of the three-year Performance Period. Until such time that shares are issued in settlement of earned PSUs, if any, the PSUs do not entitle the executives to any ownership interest in any shares or any rights of a shareholder with respect to the PSUs.

The balance of each executive's fiscal year 2026 LTI award was made in the form of stock options with three-year ratable vesting.

Other Fiscal Year 2026 Compensation

Retirement Plans: A defined contribution plan, the Neogen Corporation 401(k) Retirement Savings Plan ("401(k) Plan") is available to all eligible U.S. employees, including all NEOs. Under the 401(k) Plan, the Company matches dollar per dollar of the first 3%, and fifty cents per dollar of the next 2%, of pay contributed by the employee up to the Internal Revenue Code limits. Matching contributions to the 401(k) Plan vest immediately.

Health and Welfare Benefit Plans: Benefits such as medical, dental, vision, life insurance, and disability coverage are provided to all eligible U.S.-based employees, including all NEOs. The benefit plans are part of the overall total

Compensation Discussion and Analysis

compensation offering and are intended to be competitive and provide health care coverage for employees and their families. The NEOs have no additional Company-paid health benefits than those provided to other U.S.-based employees. Similar to all other employees, NEOs have the ability to purchase supplemental life, dependent life, long-term care insurance, and accidental death and dismemberment coverage through the Company. The value of these benefits is not included in the Summary Compensation Table because they are purchased by each NEO and are made available to all U.S. employees. No post-retirement health care benefits are provided to any employee.

Perquisites: The Company provides limited perquisites to its NEOs. Perquisites provided during fiscal year 2026 include a mobile phone stipend and, for select NEOs, relocation support under the Company's policies. These items are reported in the "All Other Compensation" column of the Summary Compensation Table.

Employee Stock Purchase Plan: Employees in the U.S., including the NEOs, are permitted to voluntarily purchase Company stock at a discount to market value through after-tax payroll deductions under the Employee Stock Purchase Plan ("ESPP") as a way to facilitate employees becoming shareholders of the Company. The ESPP purchases stock bi-annually for participants through a third-party plan administrator. The discount to market value available under the ESPP was 5% through fiscal year 2026, but has been increased to 15% starting with fiscal year 2027.

Non-Qualified Deferred Compensation Plan: The Company offers a non-qualified deferred compensation plan that allows eligible employees, including NEOs, to elect to defer a portion of their salary and/or annual bonus subject to IRS timing and other provisions.

Executive and Non-Employee Director Stock Ownership Requirements

The Company has stock ownership requirements in place for all corporate officers, including the NEOs, and non-employee directors. This reflects the Company's belief that all corporate officers and non-employee directors should have meaningful stock ownership positions in the Company to reinforce the alignment of management and shareholder interests. The Compensation and Talent Management Committee periodically reviews the policy requirements to ensure they continue to be reasonable and competitive.

The ownership requirements are:

For purposes of the ownership requirements, stock owned includes shares owned outright, including 401(k) and ESPP shares as well as unvested RSUs, but does not include unexercised stock options or unearned PSUs. Corporate officers and non-employee directors who have not met the ownership requirements are prohibited from selling more than 25% of their vested shares.

As of May 31, 2026, Mr. Nassif, Dr. Ranalli, Mr. Riggsbee, and Ms. Stacey, each of whom joined the Company during fiscal year 2026, had not yet reached their required ownership levels but are in the process of building their ownership positions. Each of these officers is subject to the sale restriction described above until the applicable ownership requirement is met. All non-employee directors who have served on the Board for a sufficient period to reach their ownership requirements are in compliance or are subject to the applicable sale restrictions.

Severance Arrangements

In order to align with market practices and enhance retention of our executive management team, particularly in light of the Company transformation underway and with new leadership joining, the Company entered into certain severance letter agreements with the NEOs. These arrangements are discussed under "Potential Payments Upon Termination or Change-of-Control" below.

Compensation Discussion and Analysis

Timing of Grants of Certain Equity Awards