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NEOG 8-K filings in 2025
Every material Form 8-K Neogen filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Neogen Corporation appointed Bryan Riggsbee as Senior Vice President and Chief Financial Officer, effective November 3, 2025, reporting to CEO Mike Nassif. Riggsbee previously served as CFO of bioMérieux's $2 billion North American business and spent nearly a decade as CFO at Myriad Genetics. The filing sets out his pay package, including a $600,000 base salary and a $2,250,000 sign-on equity grant, which shareholders may review as a compensation commitment.
Effective date: November 3, 2025; reports directly to CEO Mike Nassif
Base salary $600,000; target bonus 80% of base salary; long-term incentive target $2,000,000
Sign-on equity grant $2,250,000 plus a one-time $250,000 cash award payable by December 31, 2025
David Naemura is expected to remain with the Company until the end of the calendar year
Neogen reported fiscal first-quarter 2026 revenue (quarter ended August 31, 2025) of $209.2 million, down 3.6% from a year earlier, while net income rose to $36.3 million from a net loss, driven by a non-cash gain on the sale of its Cleaners & Disinfectants business. Adjusted EBITDA fell to $35.5 million from $43.7 million, and the company reaffirmed its full-year fiscal 2026 outlook, which calls for revenue of $820 million to $840 million.
Revenue $209.2 million vs. $217.0 million; core revenue rose 0.3%
Net income $36.3 million ($0.17 per diluted share) vs. net loss of $12.6 million, helped by a $76.4 million gain on sale of business
Adjusted EBITDA $35.5 million, margin 17.0%, vs. $43.7 million and 20.1% a year earlier
Fiscal 2026 outlook reaffirmed: revenue $820 million to $840 million; Adjusted EBITDA $165 million to $175 million
Neogen said Chief Financial Officer and Chief Operating Officer David Naemura intends to resign to pursue other opportunities, and that the decision is not due to any disagreement over operations, financial statements, accounting policies or internal controls. He will stay in both roles until his departure, expected between the October 10-Q filing and December 31, 2025, and will help onboard a new CFO, a search for whom is underway with an executive search firm. Shareholders face a leadership transition in the finance function, with a successor not yet named.
Naemura communicated his intention to resign to the company on September 12, 2025.
Departure expected after the Form 10-Q filing in October 2025 and no later than December 31, 2025.
If he remains employed through December 31, 2025, he is eligible for 50% of his annual target cash bonus under the transition agreement.
Jim Walter, Vice President of Global Operations, will oversee Global Procurement in addition to his current duties.
Neogen granted performance share units and stock options to its executive team on August 15, 2025, as part of fiscal 2026 long-term incentive pay. The grants include inducement options to new CEO Mikhael Nassif, who was appointed effective August 11, 2025. The awards tie pay to revenue growth, adjusted EBITDA margin expansion and cash flow conversion over fiscal 2026 to 2028, which the company says better aligns pay with its strategic plan.
CEO Mikhael Nassif received 414,365 target PSUs and options to buy up to 1,065,042 shares, both granted August 15, 2025
CFO and COO David Naemura received 230,203 target PSUs and options to buy up to 591,690 shares
Chief Legal and Compliance Officer Amy Rocklin received 119,705 target PSUs and options to buy up to 307,680 shares
All options have a $5.43 strike price, a ten-year term and vest ratably over three years; PSUs pay out over fiscal 2026 to 2028 with 50% threshold and 200% maximum payouts
Neogen appointed Avi Pelossof as a director effective October 24, 2025, and director William Boehm will retire from the board when his term ends on October 23, 2025. Boehm has served on the board since 2011 and chairs the Audit Committee, so the filing signals a change in that committee's leadership, though the filing does not name a successor chair.
Avi Pelossof appointed to the board effective October 24, 2025 as a Class II director
William T. Boehm, a director since 2011, retires when his term ends October 23, 2025
Boehm chairs the Audit Committee and serves on the Compensation & Talent Management Committee
Pelossof previously served as CEO and President of Immucor Inc. and held a senior role at Alere Inc.
Neogen reported fiscal 2025 fourth-quarter revenue of $225.5 million, down 4.8% from a year earlier, and a net loss of $612.2 million, or $(2.82) per diluted share, driven mainly by a non-cash goodwill impairment tied to the former 3M Food Safety Division. Adjusted Net Income fell to $11.3 million, or $0.05 per diluted share, from $22.4 million, and the company initiated fiscal 2026 revenue guidance of $820 million to $840 million, which shareholders will weigh against the weaker current results.
Q4 revenue was $225.5 million, down 4.8% from $236.8 million; core revenue declined 2.9%.
Q4 net loss was $612.2 million, or $(2.82) per diluted share, versus a $5.4 million loss a year earlier.
Q4 Adjusted EBITDA was $40.6 million, an 18.0% margin, versus $53.0 million and 22.4% a year earlier.
Fiscal 2026 outlook: revenue of $820 million to $840 million and Adjusted EBITDA of $165 million to $175 million.
Neogen Corporation appointed Mikhael Nassif as President and Chief Executive Officer, effective August 11, 2025. Nassif most recently served as Global President of Point-of-Care Diagnostics at Siemens Healthineers, and his offer includes a $800,000 base salary and a $4,500,000 target long-term incentive grant.
Mikhael Nassif, age 49, becomes CEO effective August 11, 2025, joining from Siemens Healthineers where he served as Global President of Point-of-Care Diagnostics since September 2022.
Base salary is $800,000, with an annual bonus target of 100% of base salary under the Incentive Compensation Plan.
Sign-on equity grant of $2,000,000 (50% stock options, 50% RSUs) and a one-time cash award of $500,000 payable by September 5, 2025, subject to repayment if employment ends within one year.
Neogen said director James P. Tobin will retire from its Board effective May 31, 2025, and that Andrea Wainer will join the Board effective June 1, 2025. The filing describes no financial results or guidance, so the change is a board composition update rather than a change in reported performance.
James P. Tobin, a director since 2016, retires effective May 31, 2025 and currently chairs the Governance and Sustainability Committee.
James C. Borel, Board Chair, will serve as interim chair of the Governance and Sustainability Committee until a successor is appointed.
Andrea Wainer joins the Board as a Class II director effective June 1, 2025, and will serve on the Governance and Sustainability and Science, Technology, and Innovation Committees.
Ms. Wainer previously served as Executive Vice President, Rapid and Molecular Diagnostics at Abbott Laboratories.
Neogen announced that CEO and President John Adent will step down, and he will remain in his roles until a successor is appointed. A board special committee is searching for the next CEO with a global executive search firm, and Adent will then serve as Special Advisor until October 31, 2025. The filing does not disclose financial results, and the leadership change is significant for shareholders because it marks a transition in the company's top executive role.
John Adent, CEO and President, will step down; he stays in his roles until a successor is appointed.
Special committee of Board Chair James Borel, Thierry Bernard and Jeffrey Capello is directing the CEO search.
Transition Agreement dated April 8, 2025 sets a Separation Date of October 31, 2025, with Adent serving as Special Advisor until then.
Adent will not receive new equity grants after the agreement date and will receive severance on terms consistent with a termination without cause, subject to a release of claims.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Neogen filing is on SEC EDGAR ↗. 8-K briefs of other companies →