Financial Analysis

"11. Commitments and Contingencies We are involved in environmental remediation and monitoring activities at our Randolph, Wisconsin manufacturing facility. As a result, we accrue for related costs, when such costs are determined to be probable and estimable. We currently utilize a pump and treat remediation strategy, which includes semi-annual monitoring and reporting, consulting, and maintenance of monitoring wells. We recorded $ 0.1 million within other current liabilities and $ 0.8 million within other non-current liabilities as of May 31, 2026 and May 31, 2025 in the condensed consolidated balance sheets. These amounts are measured on an undiscounted basis over an estimated period of 15 years . In fiscal 2022, in collaboration with the Wisconsin Department of Natural Resources (""WDNR""), we initiated an in-situ chemical remediation pilot study, which ran over a two-year period. The results of this study were submitted to the WDNR as part of our standard annual report. If the WDNR were to require a change from the current pump and treat remediation strategy, this change could result in an increase in future costs and, ultimately, an increase in the currently recorded liability, with an offsetting charge to operations in the period recorded. Related to the Company's other contingent liabilities, losses of $ 0.9 million and $ 1.4 million were recorded in the third quarter of fiscal year 2026 and 2025, respectively. These losses were driven by an updated valuation of the pe …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

The following table presents the Companys revenue disaggregated by geographical location. Country information has not been disclosed as it is impracticable to do so. Year Ended May 31, 2026 2025 2024 Domestic $ 425.1 $ 446.0 $ 465.2 International 445.3 448.7 459.0 Total Revenue $ 870.4 $ 894.7 $ 924.2 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

9 . Equity Compensation Plans and Other Incentive Compensation The Companys long-term incentive plans allow for the grant of various types of share-based awards to officers, directors and other key employees of the Company. Remaining shares available for grant under share-based compensation plans were 11.5 million at May 31, 2026 , 13.8 million shares at May 31, 2025 , and 16.8 millions at May 31, 2024. Compensation expense related to share-based awards was $ 13.4 million , $ 17.3 million, and $ 13.8 million in fiscal years 2026, 2025 and 2024, respectively. Options Incentive and non-qualified options to purchase shares of common stock have been granted under the terms of the 2018 and 2023 Omnibus Incentive Plans. These options were granted at an exercise price equal to the closing price of the common stock on the date of grant. Options vest ratably over three and five year periods and the contractual terms are generally five , seven or ten years . The fair value of the options was estimated at the date of the grant using the Black-Scholes option pricing model. (option amounts in millions) Options Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Outstanding at May 31, 2023 ( 1.4 exercisable) 4.2 $ 25.56 $ 6.51 Granted 1.9 15.43 5.98 Exercised 13.61 4.44 Forfeited ( 1.2 ) 30.27 7.26 Outstanding at May 31, 2024 ( 1.5 exercisable) 4.9 20.41 6.12 Granted 2.0 15.47 4.96 Exercised 14.50 4.59 Forfeited ( 1.0 ) 27.92 7.10 Outstanding at May 31, 2025 ( 2.1 exerci …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

6. Goodwill and Other Intangible Assets Goodwill Management completed the annual impairment analysis of goodwill using a third-party quantitative assessment as of March 1, 2026 . Management utilized a third-party to quantitatively assess its Food Safety and Animal Safety reporting units. Based on the results of the analysis, the fair value of the Food Safety and Animal Safety reporting units exceeded their carrying values as of March 1, 2026. Therefore, the annual impairment analysis resulted in no impairment for 2026. In the second quarter of fiscal year 2025, the Company identified that the impact of integration challenges and end market conditions on the recent overall financial performance of the Food Safety reporting unit represented a triggering event to test goodwill within that reporting unit for impairment as of the first day of the second quarter of fiscal year 2025. Management utilized a third-party to quantitatively assess its Food Safety reporting unit. Based on the results of the analysis, the carrying value of the Food Safety reporting unit exceeded its fair value. Accordingly, an impairment charge of $ 461.4 million was recorded. Differences in the balance sheet change and impairment charge are due to foreign exchange. Management also completed the annual impairment analysis of goodwill using a third-party quantitative assessment as of March 1, 2025 . Management utilized a third-party to quantitatively assess its Food Safety and Animal Safety reporting units. …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

10. Income Taxes Income before income taxes by source consists of the following amounts: Year Ended May 31, 2026 2025 2024 U.S. $ ( 135.9 ) $ ( 1,026.6 ) $ ( 92.2 ) Foreign 126.9 ( 106.5 ) 77.9 $ ( 9.0 ) $ ( 1,133.1 ) $ ( 14.3 ) The provision for income taxes consists of the following: Year Ended May 31, 2026 2025 2024 Current Domestic Federal $ 1.0 $ ( 0.6 ) $ 6.8 Change in tax-related uncertainties 1.5 1.2 1.9 State 1.0 1.0 1.5 Foreign 19.7 14.1 14.4 Total Current 23.2 15.7 24.6 Deferred Domestic Federal ( 22.6 ) ( 37.7 ) ( 22.4 ) State ( 3.6 ) ( 3.4 ) ( 4.9 ) Foreign 1.9 ( 15.7 ) ( 2.2 ) Total Deferred ( 24.3 ) ( 56.8 ) ( 29.5 ) Income tax (benefit) expense $ ( 1.1 ) $ ( 41.1 ) $ ( 4.9 ) The reconciliation of income taxes computed at the U.S. federal statutory tax rate to income tax expense , including the additional disclosure requirements as set forth in ASU 2023-09, which we adopted in fiscal year 2026 on a prospective basis is as follows: Year Ended May 31, 2026 Amount Percent Federal statutory income tax expense and rate $ ( 1.9 ) 21.0 % State and local income taxes, net of federal income tax effect (1) ( 1.5 ) 16.4 % Non-U.S. tax effects Brazil Statutory tax rate difference 1.6 ( 17.7 %) Other 0.4 ( 4.2 %) Canada Changes in valuation allowances ( 0.5 ) 5.0 % Other 0.1 ( 0.4 %) Ireland Statutory tax rate difference ( 2.0 ) 22.0 % Pillar Two 1.0 ( 10.5 %) Other ( 0.3 ) 3.1 % Mexico Statutory tax rate difference 0.5 ( 5.6 %) Switzerland Statutory tax rate difference ( 5 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"8 . Long-Term Debt The Companys long-term debt consists of the following: May 31, 2026 May 31, 2025 Term Loan $ 405.0 $ 450.0 Senior Notes 346.5 350.0 Revolver Facility 48.5 100.0 Finance Lease 2.4 Total debt and finance lease 800.0 902.4 Less: Current portion ( 19.3 ) Total non-current debt 800.0 883.1 Less: Unamortized debt issuance costs ( 6.3 ) ( 8.3 ) Total non-current debt, net $ 793.7 $ 874.8 Credit Facilities On June 30, 2022, Neogen Food Safety Corporation entered into a credit agreement consisting of a five-year senior secured term loan facility (term loan facility) in the amount of $ 650.0 million and a five-year senior secured revolving facility (revolving facility) in the amount of $ 150.0 million to fund the acquisition of 3M's Food Safety Division (""the FSD transaction""). In fiscal year 2023, the Company made $ 100.0 million in prepayments on the term loan facility. During fiscal year 2026, the Company repaid $ 51.5 million of outstanding principal under its Revolving Credit Facility, made $ 45.0 million of prepayments on its Term Loan, and repurchased $ 3.5 million of Senior Notes through open-market transactions. The Term Loan prepayments resulted in an extinguishment loss of $ 0.4 million related to unamortized debt issuance costs. In April 2025, Neogen Food Safety Corporation entered into the Amendment No. 1 and Refinancing Amendment to Credit Agreement (the Refinancing Amendment), which amended the existing credit agreement, dated June 30, 2022. The Ref …

LongTermDebtTextBlock · excerpt; the full note is in the filing

"New Accounting Pronouncements Adopted Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which modifies the disclosure and presentation requirements of reportable segments. The amendments in the update require the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit and loss. The amendments also require disclosure of all other segment items by reportable segment and a description of its composition. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The Company adopted this pronouncement and provided required disclosures in Note 14 ""Segment Information"" to the consolidated financial statements. The Company adopted the interim requirements on June 1, 2025. Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entitys income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The Company adopte …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

7. Restructuring The Company regularly evaluates its business and objectives to ensure that it is properly configured and sized based on changing market conditions. Accordingly, the Company has implemented certain restructuring initiatives, including consolidation of certain facilities throughout the world and rationalization of its operations. In the second quarter of fiscal year 2026, management initiated a restructuring plan to right-size our cost base through a reduction of approximately 10 % in global headcount, including both existing and planned positions, as well as additional non-labor cost reductions. As of May 31, 2026 , the Company has incurred cumulative restructuring charges of $ 6.7 million for the fiscal year 2026 restructuring plan, which is completed. In the second quarter of fiscal year 2025, management initiated a restructuring plan primarily designed to focus the end market exposure and streamline operations of the Company's global genomics business, which was completed as of May 31, 2025. The Companys restructuring charges consist of severance payments, costs for outplacement services, and post-employment benefits (collectively, employee separation costs), other related exit costs and asset impairment charges related to restructuring activities. These amounts are partially recorded within cost of service revenues and partially recorded within general and administrative expense on the consolidated statements of operations. Restructuring charges by segment …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

"2. Revenue Recognition The Company derives revenue from two primary sources product revenue and service revenue. Product revenue consists primarily of shipments of: Diagnostic test kits, culture media and related products used by food producers and processors to detect harmful natural toxins, foodborne bacteria, allergens and levels of general sanitation; Consumable products marketed to veterinarians, retailers, livestock producers and animal health product distributors; and Rodent control products and insect control products to assist in the control of rodents, insects and disease in and around agricultural, food production and other facilities. Service revenue consists primarily of: Genomic identification and related interpretive bioinformatic services; and Other commercial laboratory services. Payment terms for products and services are generally 30 to 90 days . The following table summarizes contract liabilities by period: Year Ended May 31 , 2026 2025 Beginning balance $ 5.6 $ 4.6 Additions 10.2 12.7 Recognized into revenue ( 11.2 ) ( 11.7 ) Reclassified to held for sale (1) ( 1.0 ) Ending balance $ 3.6 $ 5.6 (1) Represents deferred revenue reclassified to the Company's held for sale entities. See Note 4 ""Assets Held for Sale and Divestiture"" for further detail. The following table presents disaggregated revenue by major product and service categories for the years ended May 31, 2026, 2025 and 2024: Year Ended May 31, 2026 2025 2024 Food Safety: Natural Toxins & A …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"14. Segment Information The Company has two reportable segments: Food Safety and Animal Safety. The results of each segment are regularly provided to chief operating decision maker (""CODM"") to assess the performance of the segments and make decisions regarding the allocation of resources to the segments. Our CODM is our Chief Executive Officer . The performance measure that the CODM uses is operating (loss) income. Refer to the consolidated statements of operations for the reconciliation of consolidated operating (loss) income, which is the total of Companys segment measure of profit or loss, to consolidated loss before taxes. The following tables reflect segment and corporate information: Year Ended May 31, 2026 Food Safety Animal Safety Corporate and Eliminations (1) Total Total Revenues $ 662.6 $ 237.3 $ $ 899.9 Intersegment Revenue ( 21.5 ) ( 8.0 ) ( 29.5 ) Net Revenue 641.1 229.3 870.4 Total Cost of Revenues 317.1 144.8 461.9 Operating Expenses 260.6 60.0 109.5 430.1 Operating Income (Loss) $ 63.4 $ 24.5 $ ( 109.5 ) $ ( 21.6 ) Depreciation and Amortization $ 104.8 $ 11.5 $ $ 116.3 Interest Expense $ $ $ 60.4 $ 60.4 Total Assets $ 2,875.4 $ 285.1 $ 185.5 $ 3,346.0 Expenditures for long-lived assets $ 47.8 $ 3.5 $ $ 51.3 Year Ended May 31, 2025 Food Safety Animal Safety Corporate and Eliminations (1) Total Total Revenues $ 660.0 $ 267.0 $ $ 927.0 Intersegment Revenue ( 21.9 ) ( 10.4 ) ( 32.3 ) Net Revenue 638.1 256.6 894.7 Total Cost of Revenues 308.7 164.6 473.3 Operat …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"10. COMMITMENTS AND CONTINGENCIES We are involved in environmental remediation and monitoring activities at our Randolph, Wisconsin manufacturing facility. As a result, we accrue for related costs, when such costs are determined to be probable and estimable. We currently utilize a pump and treat remediation strategy, which includes semi-annual monitoring and reporting, consulting, and maintenance of monitoring wells. We recorded $ 0.1 million within other current liabilities and $ 0.8 million within other non-current liabilities as of February 28, 2026 and May 31, 2025 in the condensed consolidated balance sheets. These amounts are measured on an undiscounted basis over an estimated period of 15 years . In fiscal 2022, in collaboration with the WDNR, we initiated an in-situ chemical remediation pilot study, which ran over a two-year period. The results of this study were submitted to the WDNR as part of our standard annual report. If the WDNR were to require a change from the current pump and treat remediation strategy, this change could result in an increase in future costs and, ultimately, an increase in the currently recorded liability, with an offsetting charge to operations in the period recorded. Related to our other contingent liabilities, a loss of $ 0.9 million and $ 1.4 million was recorded in the third quarter of fiscal year 2026 and 2025, respectively. These contingency losses were driven by an updated valuation of the performance milestone liability for our CAPI …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

The following table presents revenue disaggregated by geographic location: Three months ended February 28, Nine months ended February 28, 2026 2025 2026 2025 Domestic $ 102.3 $ 115.4 $ 314.8 $ 333.5 International 108.9 105.6 330.3 335.7 Total revenue $ 211.2 $ 221.0 $ 645.1 $ 669.2

DisaggregationOfRevenueTableTextBlock

9. INCOME TAXES Income tax benefits were $ 3.3 million and $ 0.3 million during the three and nine months ended February 28, 2026 compared to income tax expense of $ 1.2 million during the three months ended February 28, 2025 and income tax benefit of $ 22.1 million during the nine months ended February 28, 2025. The net tax benefit for the quarter-to-date period was primarily related to pre-tax losses due to acquisition amortization and interest expense. The Organization for Economic Cooperation and Development (OECD) Pillar Two global minimum tax rules, which generally provide for a minimum effective tax rate of 15 %, are intended to apply for tax years beginning in 2024. We continue to closely monitor developments and evaluate the impact these new rules will have on its tax rate, including eligibility to qualify for certain safe harbors. Where no safe harbor is met, we have included in our income tax for the three and nine months ended February 28, 2026, a forecasted amount of top-up tax for its foreign subsidiaries as required under the applicable rules of the countries that have adopted the Pillar Two directives. For the three and nine months ended February 28, 2026, no foreign subsidiary is forecasted to incur a material top-up tax under Pillar Two. On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law in the United States. OBBBA includes significant provisions, including the permanent extension of certain expiring provisions of the Tax Cuts and J …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

8. LONG-TERM DEBT Long-term debt consists of the following: February 28, 2026 May 31, 2025 Term Loan $ 405.0 $ 450.0 Senior Notes 346.5 350.0 Revolver Facility 48.5 100.0 Finance Lease 2.4 Total debt and finance lease 800.0 902.4 Less: Current portion ( 19.3 ) Total non-current debt 800.0 883.1 Less: Unamortized debt issuance costs ( 6.7 ) ( 8.3 ) Total non-current debt, net $ 793.3 $ 874.8 During the three months ended August 31, 2025 , we used the net proceeds from the Cleaners and Disinfectants divestiture to repay a portion of our outstanding debt. We repaid $ 51.5 million of principal on the Revolving Facility, made $ 45.0 million of prepayments on the Term Loan, and repurchased $ 3.5 million of Senior Notes on the open market. The Term Loan prepayment resulted in an extinguishment loss of $ 0.4 million related to unamortized debt issuance costs. …

LongTermDebtTextBlock · excerpt; the full note is in the filing

"New Accounting Pronouncements Adopted Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which modifies the disclosure and presentation requirements of reportable segments. The amendments in the update require the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit and loss. The amendments also require disclosure of all other segment items by reportable segment and a description of its composition. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. We adopted this pronouncement and provided required interim disclosures in Note 5 ""Segment Information and Geographic Data"" to the condensed consolidated financial statements. Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entitys income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. This guidance becomes effective for our fiscal year …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

7. RESTRUCTURING We regularly evaluate our business to ensure that we are properly configured and sized based on changing market conditions. Accordingly, we have implemented certain restructuring initiatives, including consolidation of certain facilities throughout the world and rationalization of our operations. In the second quarter of fiscal year 2026, management initiated a restructuring plan to right-size our cost base through a reduction of approximately 10 % in global headcount, including both existing and planned positions, as well as additional non-labor cost reductions. As of February 28, 2026 , the Company has incurred cumulative restructuring charges of $ 6.7 million for the fiscal year 2026 restructuring plan. This plan is substantially completed and is expected to be concluded in the fourth quarter of fiscal year 2026. In the second quarter of fiscal year 2025, management initiated a restructuring plan primarily designed to focus the end market exposure and streamline the operations of the Company's global genomics business. Our restructuring charges consist of severance payments, costs for outplacement services, and post-employment benefits (collectively, employee separation costs), other related exit costs and asset impairment charges related to restructuring activities. These amounts are partially recorded within sales and marketing and general and administrative expense on the consolidated statements of operations. Restructuring charges by segment were as fo …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

"2. REVENUE RECOGNITION The following table presents disaggregated revenue by major product and service categories: Three months ended February 28, Nine months ended February 28, 2026 2025 2026 2025 Food Safety Natural Toxins & Allergens $ 17.9 $ 17.6 $ 58.3 $ 58.5 Bacterial & General Sanitation 42.1 39.9 128.7 122.3 Indicator Testing & Culture Media 83.0 74.8 245.9 232.9 Biosecurity Products 3.9 11.8 14.3 35.7 Genomics Services 6.2 5.7 18.0 17.1 Other 3.6 3.0 9.1 9.8 Total Food Safety Revenue $ 156.7 $ 152.8 $ 474.3 $ 476.3 Animal Safety Life Sciences $ 1.5 $ 1.5 $ 4.8 $ 4.9 Veterinary Instruments & Disposables 15.5 15.5 41.1 45.4 Animal Care & Other 5.9 10.4 22.3 26.7 Biosecurity Products 15.0 23.8 52.2 66.6 Genomics Services 16.6 17.0 50.4 49.3 Total Animal Safety Revenue $ 54.5 $ 68.2 $ 170.8 $ 192.9 Total Revenues $ 211.2 $ 221.0 $ 645.1 $ 669.2 The following table summarizes deferred revenue by period: Three months ended February 28, Nine months ended February 28, 2026 2025 2026 2025 Beginning balance $ 3.9 $ 5.7 $ 5.6 $ 4.6 Additions 2.9 3.0 8.0 10.4 Recognized into revenue ( 2.9 ) ( 2.9 ) ( 8.5 ) ( 9.2 ) Reclassified to held for sale (1) ( 1.2 ) Ending balance $ 3.9 $ 5.8 3.9 $ 5.8 (1) Represents deferred revenue reclassified to the Company's held for sale entities. See Note 3 ""Assets Held for Sale and Divestiture"" for further detail." …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"5. SEGMENT INFORMATION AND GEOGRAPHIC DATA The Company has two reportable segments: Food Safety and Animal Safety. The results of each segment are regularly reviewed by the chief operating decision maker (""CODM"") to assess the performance of the segments and make decisions regarding the allocation of resources to the segments. Our CODM is our Chief Executive Officer . The performance measure that the CODM uses is operating income. Refer to the consolidated statements of operations for the reconciliation of consolidated operating income (loss), which is the total of Companys segment measure of profit or loss, to consolidated income before income taxes. The following tables reflect segment and corporate information: Three months ended February 28, 2026 Food Safety Animal Safety Corporate and Eliminations (1) Total Total Revenues $ 160.5 $ 56.3 $ $ 216.8 Intersegment Revenue ( 3.8 ) ( 1.8 ) ( 5.6 ) Net Revenue 156.7 54.5 211.2 Total Cost of Revenues 77.6 34.6 112.2 Operating Expenses 62.8 14.2 25.3 102.3 Operating Income (Loss) $ 16.3 $ 5.7 $ ( 25.3 ) $ ( 3.3 ) Depreciation and Amortization $ 26.5 $ 2.4 $ $ 28.9 Interest Expense $ $ $ 14.5 $ 14.5 Total Assets $ 2,910.1 $ 289.0 $ 159.9 $ 3,359.0 Expenditures for Long-lived Assets $ 10.1 $ 1.5 $ $ 11.6 Three months ended February 28, 2025 Food Safety Animal Safety Corporate and Eliminations (1) Total Total Revenues $ 154.9 $ 72.4 $ $ 227.3 Intersegment Revenue ( 2.1 ) ( 4.2 ) ( 6.3 ) Net Revenue 152.8 68.2 221.0 Net Cost of Rev …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing