NeoGenomics issues $316.25M of 0.75% convertible notes due 2032, repurchases $276M of existing notes

NEOGENOMICS INC

Issued $316.25M aggregate principal of 0.75% Convertible Senior Notes due 2032, conversion price ~$14.16 (35% premium to $10.49 close).
Used ~$28.7M of proceeds for capped call transactions (cap $20.98/share) to reduce potential dilution upon conversion.
Repurchased ~$276M principal of existing 0.25% notes due 2028 for ~$263.19M cash, extending debt maturity.
Repurchased up to $25M of common stock at $10.49/share in private transactions with certain note purchasers.
New notes mature July 1, 2032; interest paid semiannually at 0.75% starting Jan 1, 2027.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NEOGENOMICS INC entered into Indenture with U.S. Bank Trust Company, National Association valued at $316.25 million (effective 2026-06-22).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $316.25 million
Effective: 2026-06-22

Exact text from the filing

The Notes were issued pursuant to an Indenture, dated June 22, 2026 (the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NEOGENOMICS INC entered into Capped Call Transactions with certain financial institutions (the "Option Counterparties") valued at approximately $28.7 million (effective 2026-06-16).

Action: entry
Counterparty: certain financial institutions (the "Option Counterparties")
Value: approximately $28.7 million
Effective: 2026-06-16

Exact text from the filing

On June 16, 2026, in connection with the pricing of the Initial Notes, the Company entered into privately negotiated capped call transactions (the "Base Capped Call Transactions") with certain financial institutions (the "Option Counterparties").

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NEOGENOMICS INC filing history →

Source: SEC EDGAR

accession 0001077183-26-000037

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