8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Neogen Corporation

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Neogen Corporation (the “Company”) announces that James P. Tobin has chosen to retire from the Company’s Board of Directors, effective May 31, 2025. Mr. Tobin has served on Neogen’s Board since 2016 and currently chairs the Governance and Sustainability Committee and serves on the Audit Committee. James C. Borel, Chair of the Neogen Board of Directors, will serve as the interim Chair of the Governance and Sustainability Committee until a successor is appointed.

Replacing Mr. Tobin, Neogen appoints Andrea Wainer to Neogen’s Board of Directors, effective June 1, 2025. Ms. Wainer will serve as a Class II director. In connection with Ms. Wainer’s appointment, Ms.Wainer will serve on the Governance and Sustainability and the Science, Technology, and Innovation Committees. Ms. Wainer will participate in the Company's non-employee director compensation program. A complete description of the Company's non-employee director compensation program is set forth in the Company's proxy statement for the 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on September 13, 2024, and is incorporated herein by this reference. Ms. Wainer brings more than 25 years of experience in the diagnostics and healthcare industry. Most recently, she served as Executive Vice President, Rapid and Molecular Diagnostics at Abbott Laboratories. Ms. Wainer also serves as a director of Analog Devices, Inc. (NASDAQ: ADI), where she is a member of the Nominations and Governance Committee.

Item 8.01 Other Events.

On May 13, 2025, Neogen issued a press release announcing the retirement of a current board member and appointment of a new board member. A copy of this press release is furnished as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

FOR IMMEDIATE RELEASE

Neogen Announces Board Transition with Appointment of Andrea Wainer and Retirement of James P. Tobin

LANSING, Mich., May 13, 2025 — Neogen® Corporation (NASDAQ: NEOG), an innovative leader in food safety solutions, announced today that James P. Tobin has chosen to retire from the Company’s Board of Directors, effective May 31, 2025. Mr. Tobin has served on Neogen’s Board since 2016 and currently chairs the Governance and Sustainability Committee and serves on the Audit Committee. James C. Borel, Chair of the Neogen Board of Directors, will serve as the interim Chair of the Governance and Sustainability Committee until a successor is appointed.

“On behalf of the entire Board and leadership team, I want to thank Jim for his nine years of service and steadfast commitment to Neogen,” said Mr. Borel. “Jim has played a key leadership role during a period of growth and transformation, helping to position the company for long-term value creation.”

Replacing Mr. Tobin, Neogen is appointing Andrea Wainer to Neogen’s Board of Directors effective June 1, 2025. Ms. Wainer brings more than 25 years of experience in the diagnostics and healthcare industry. Most recently, she served as Executive Vice President, Rapid and Molecular Diagnostics at Abbott Laboratories.

Ms. Wainer also serves as a director of Analog Devices, Inc. (NASDAQ: ADI), where she is a member of the Nominations and Governance Committee.

“We are thrilled to welcome Andrea to Neogen’s Board,” said Mr. Borel. “Her deep expertise in molecular diagnostics, along with her strong background in finance and operational leadership, will be a tremendous asset as we continue advancing Neogen’s mission to be the leader in food safety solutions. Additionally, her perspective as a public company director adds important value to our Board at this stage in our evolution.”

For more information about Neogen’s Board of Directors, visit neogen.com.

About Neogen

Neogen Corporation is committed to fueling a brighter future for global food security through the advancement of human and animal well-being. Harnessing the power of science and technology, Neogen has developed comprehensive solutions spanning the Food Safety, Livestock, and Pet Health & Wellness markets. A world leader in these fields, Neogen has a presence in over 140 countries with a dedicated network of scientists and technical experts focused on delivering optimized products and technology for its customers.

Contact

PR@Neogen.com