---
schema_version: "secwatch.filing_event.v1"
accession: "0001077183-26-000037"
form_type: "8-K"
ticker: "NEO"
cik: "0001077183"
company_name: "NEOGENOMICS INC"
filed_at: "2026-06-22T21:17:36+00:00"
generated_at: "2026-06-22T21:19:00.518621+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001077183-26-000037
- form_type: 8-K
- ticker: NEO
- cik: 0001077183
- company_name: NEOGENOMICS INC
- filed_at: 2026-06-22T21:17:36+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1077183/000107718326000037/0001077183-26-000037-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1077183/000107718326000037/neo-20260616.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001077183-26-000037
- JSON: https://secwatch.observer/filing/0001077183-26-000037.json
- Plain text: https://secwatch.observer/filing/0001077183-26-000037.txt

## Key facts
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1077183/000107718326000037/0001077183-26-000037-index.htm
- Material Agreements
  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
  source text: 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").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1077183/000107718326000037/0001077183-26-000037-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.