NEOGEN CORP, 10-Q filed on 1/8/2026
Quarterly Report
v3.25.4
Cover Page
6 Months Ended
Nov. 30, 2025
shares
Cover [Abstract]  
Document Type 10-Q
Amendment Flag false
Document Period End Date Nov. 30, 2025
Document Fiscal Year Focus 2026
Document Fiscal Period Focus Q2
Current Fiscal Year End Date --05-31
Entity Interactive Data Current Yes
Entity Current Reporting Status Yes
Entity Registrant Name Neogen Corporation
Entity Central Index Key 0000711377
Trading Symbol NEOG
Entity Filer Category Large Accelerated Filer
Entity Small Business false
Document Quarterly Report true
Document Transition Report false
Entity Emerging Growth Company false
Entity Shell Company false
Entity Common Stock, Shares Outstanding 217,525,981
Entity File Number 0-17988
Title of 12(g) Security Common Stock, $0.16 par value per share
Security Exchange Name NASDAQ
Entity Incorporation, State or Country Code MI
Entity Tax Identification Number 38-2367843
Entity Address, Address Line One 620 Lesher Place
Entity Address, State or Province MI
Local Phone Number 372-9200
Entity Address, City or Town Lansing
City Area Code 517
Entity Address, Postal Zip Code 48912
v3.25.4
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Nov. 30, 2025
May 31, 2025
Current Assets    
Cash and cash equivalents $ 145,340 $ 129,004
Accounts receivable, net of allowance of $3,882 and $5,397 132,000 153,384
Inventories    
Raw materials 57,631 65,692
Work-in-process 10,679 11,233
Finished goods 109,007 130,417
Total Inventories 177,317 207,342
Less inventory reserve (14,551) (16,483)
Inventories, net 162,766 190,859
Prepaid expenses and other current assets 57,714 53,288
Assets held for sale 76,756 50,402
Total Current Assets 574,576 576,937
Net Property and Equipment 332,362 339,131
Other Assets    
Right of use assets 15,096 17,152
Goodwill (note 6) 1,046,042 1,064,902
Amortizable intangible assets, net 1,359,375 1,410,485
Other non-current assets 32,502 35,229
Total Other Assets 2,453,015 2,527,768
Total Assets 3,359,953 3,443,836
Current Liabilities    
Current portion of debt 0 19,301
Accounts payable 63,040 79,605
Accrued compensation 20,280 14,134
Income tax payable (note 9) 8,963 5,599
Accrued interest 11,018 11,078
Deferred revenue 3,874 5,558
Other current liabilities 30,768 32,180
Liabilities held for sale 9,107 6,556
Total Current Liabilities 147,050 174,011
Deferred Income Tax Liability 273,947 280,907
Non-Current Debt 792,926 874,810
Other Non-Current Liabilities 41,542 42,854
Total Liabilities 1,255,465 1,372,582
Commitments and Contingencies (note 10)
Equity    
Preferred stock, $1.00 par value, 100,000 shares authorized, none issued and outstanding
Common stock, $0.16 par value, 315,000,000 shares authorized, 217,525,981 and 217,044,098 shares issued and outstanding 34,804 34,728
Additional paid-in capital 2,611,303 2,601,848
Accumulated other comprehensive loss (25,609) (28,898)
Accumulated deficit (516,010) (536,424)
Total Stockholders' Equity 2,104,488 2,071,254
Total Liabilities and Stockholders' Equity $ 3,359,953 $ 3,443,836
v3.25.4
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Nov. 30, 2025
May 31, 2025
Accounts receivable, allowance $ 3,882 $ 5,397
Preferred stock, par value $ 1 $ 1
Preferred stock, shares authorized 100,000 100,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.16 $ 0.16
Common stock, shares authorized 315,000,000 315,000,000
Common stock, shares issued 217,525,981 217,044,098
Common stock, shares outstanding 217,525,981 217,044,098
v3.25.4
Condensed Consolidated Statements of Operations - USD ($)
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
Revenues        
Total Revenues $ 224,691,000 $ 231,258,000 $ 433,880,000 $ 448,222,000
Cost of Revenues        
Total Cost of Revenues 118,007,000 117,928,000 232,226,000 229,966,000
Gross Profit 106,684,000 113,330,000 201,654,000 218,256,000
Operating Expenses        
Sales and marketing 42,290,000 46,545,000 87,338,000 92,344,000
General and administrative 65,208,000 57,771,000 126,096,000 109,442,000
Goodwill impairment 0 461,390,000 0 461,390,000
Research and development 4,563,000 5,108,000 9,688,000 10,307,000
Total Operating Expenses 112,061,000 570,814,000 223,122,000 673,483,000
Operating Loss (5,377,000) (457,484,000) (21,468,000) (455,227,000)
Other (Expense) Income        
Interest income 592,000 774,000 1,510,000 1,767,000
Interest expense (14,848,000) (18,141,000) (31,290,000) (36,756,000)
Gain on sale of business 0 0 76,390,000 0
Other, net (731,000) (1,721,000) (1,698,000) (1,965,000)
Total Other (Expense) Income (14,987,000) (19,088,000) 44,912,000 (36,954,000)
(Loss) Income Before Taxes (20,364,000) (476,572,000) 23,444,000 (492,181,000)
Income Tax (Benefit) Expense (4,440,000) (20,290,000) 3,030,000 (23,290,000)
Net (Loss) Income $ (15,924,000) $ (456,282,000) $ 20,414,000 $ (468,891,000)
Net (Loss) Income Per Share        
Basic $ (0.07) $ (2.1) $ 0.09 $ (2.16)
Diluted $ (0.07) $ (2.1) $ 0.09 $ (2.16)
Weighted Average Shares Outstanding        
Basic 217,408,270 216,813,788 217,312,533 216,754,244
Diluted 217,408,270 216,813,788 217,520,789 216,754,244
Product Revenues        
Revenues        
Total Revenues $ 199,005,000 $ 207,549,000 $ 383,143,000 $ 400,067,000
Cost of Revenues        
Total Cost of Revenues 102,653,000 99,837,000 200,585,000 197,673,000
Service Revenues        
Revenues        
Total Revenues 25,686,000 23,709,000 50,737,000 48,155,000
Cost of Revenues        
Total Cost of Revenues $ 15,354,000 $ 18,091,000 $ 31,641,000 $ 32,293,000
v3.25.4
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
Statement of Comprehensive Income [Abstract]        
Net (loss) income $ (15,924) $ (456,282) $ 20,414 $ (468,891)
Other comprehensive (loss) income        
Foreign currency translation (loss) gain (2,159) (14,576) 3,658 (12,117)
Unrealized gain (loss) on derivative instruments [1] 35 1,252 (369) (2,607)
Other comprehensive (loss) income, net of tax: (2,124) (13,324) 3,289 (14,724)
Total comprehensive (loss) income $ (18,048) $ (469,606) $ 23,703 $ (483,615)
[1] Amounts are net of tax of $11 and $395 during the three months ended November 30, 2025 and November 30, 2024, and $(117) and $(823) during the six months ended November 30, 2025 and November 30, 2024, respectively.
v3.25.4
Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
Statement of Comprehensive Income [Abstract]        
Unrealized gain (loss) on derivative instruments, net of tax $ 11 $ 395 $ (117) $ (823)
v3.25.4
Condensed Consolidated Statements of Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Loss
Retained Earnings (Accumulated Deficit)
Beginning Balance at May. 31, 2024 $ 3,144,142 $ 34,658 $ 2,583,885 $ (30,021) $ 555,620
Beginning Balance (in shares) at May. 31, 2024   216,614,407      
Share-based compensation expense 3,982   3,982    
Exercise of options and RSUs 36 $ 1 35    
Exercise of options and RSUs (in shares)   4,854      
Issuance of shares under employee stock purchase plan 1,041 $ 13 1,028    
Issuance of shares under employee stock purchase plan (in shares)   78,877      
Net income (loss) (12,609)       (12,609)
Other comprehensive income (loss) (1,400)     (1,400)  
Ending Balance at Aug. 31, 2024 3,135,192 $ 34,672 2,588,930 (31,421) 543,011
Ending Balance (in shares) at Aug. 31, 2024   216,698,138      
Beginning Balance at May. 31, 2024 3,144,142 $ 34,658 2,583,885 (30,021) 555,620
Beginning Balance (in shares) at May. 31, 2024   216,614,407      
Net income (loss) (468,891)        
Other comprehensive income (loss) (14,724)        
Ending Balance at Nov. 30, 2024 2,669,070 $ 34,712 2,592,374 (44,745) 86,729
Ending Balance (in shares) at Nov. 30, 2024   216,944,017      
Beginning Balance at Aug. 31, 2024 3,135,192 $ 34,672 2,588,930 (31,421) 543,011
Beginning Balance (in shares) at Aug. 31, 2024   216,698,138      
Share-based compensation expense 4,819   4,819    
Exercise of options and RSUs (1,335) $ 40 (1,375)    
Exercise of options and RSUs (in shares)   245,879      
Net income (loss) (456,282)       (456,282)
Other comprehensive income (loss) (13,324)     (13,324)  
Ending Balance at Nov. 30, 2024 2,669,070 $ 34,712 2,592,374 (44,745) 86,729
Ending Balance (in shares) at Nov. 30, 2024   216,944,017      
Beginning Balance at May. 31, 2025 $ 2,071,254 $ 34,728 2,601,848 (28,898) (536,424)
Beginning Balance (in shares) at May. 31, 2025 217,044,098 217,044,498      
Share-based compensation expense $ 4,962   4,962    
Exercise of options and RSUs (224) $ 15 (239)    
Exercise of options and RSUs (in shares)   99,436      
Issuance of shares under employee stock purchase plan 906 $ 25 881    
Issuance of shares under employee stock purchase plan (in shares)   154,692      
Net income (loss) 36,338       36,338
Other comprehensive income (loss) 5,413     5,413  
Ending Balance at Aug. 31, 2025 2,118,649 $ 34,768 2,607,452 (23,485) (500,086)
Ending Balance (in shares) at Aug. 31, 2025   217,298,626      
Beginning Balance at May. 31, 2025 $ 2,071,254 $ 34,728 2,601,848 (28,898) (536,424)
Beginning Balance (in shares) at May. 31, 2025 217,044,098 217,044,498      
Net income (loss) $ 20,414        
Other comprehensive income (loss) 3,289        
Ending Balance at Nov. 30, 2025 $ 2,104,488 $ 34,804 2,611,303 (25,609) (516,010)
Ending Balance (in shares) at Nov. 30, 2025 217,525,981 217,525,981      
Beginning Balance at Aug. 31, 2025 $ 2,118,649 $ 34,768 2,607,452 (23,485) (500,086)
Beginning Balance (in shares) at Aug. 31, 2025   217,298,626      
Share-based compensation expense 4,338   4,338    
Exercise of options and RSUs (451) $ 36 (487)    
Exercise of options and RSUs (in shares)   227,355      
Net income (loss) (15,924)       (15,924)
Other comprehensive income (loss) (2,124)     (2,124)  
Ending Balance at Nov. 30, 2025 $ 2,104,488 $ 34,804 $ 2,611,303 $ (25,609) $ (516,010)
Ending Balance (in shares) at Nov. 30, 2025 217,525,981 217,525,981      
v3.25.4
Condensed Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Cash Flows provided by Operating Activities    
Net income (loss) $ 20,414,000 $ (468,891,000)
Adjustments to reconcile net income (loss) to net cash from operating activities:    
Depreciation and amortization 57,982,000 59,849,000
Deferred income taxes (11,230,000) (23,924,000)
Share-based compensation 9,300,000 8,801,000
Loss on disposal of property and equipment 966,000 164,000
Amortization of debt issuance costs 1,021,000 1,720,000
Goodwill and other asset impairment 0 468,718,000
Loss on refinancing and extinguishment of debt 393,000 0
Gain on sale of business (76,390,000) 0
Other (427,000) (261,000)
Change in operating assets and liabilities:    
Accounts receivable, net 11,348,000 5,332,000
Inventories, net 16,705,000 (17,398,000)
Prepaid expenses and other current assets (4,432,000) (16,675,000)
Accounts payable and accrued liabilities 4,859,000 2,166,000
Interest expense accrual (60,000) 106,000
Change in other non-current assets and non-current liabilities (152,000) 2,632,000
Cash Flows provided by Operating Activities 30,297,000 22,339,000
Cash Flows provided by (used for) Investing Activities    
Purchases of property, equipment and other non-current intangible assets (35,671,000) (55,590,000)
Proceeds from the maturities of marketable securities 0 325,000
Proceeds from sale of business, net of cash divested 121,724,000 0
Proceeds from the sale of property and equipment and other 3,000 4,446,000
Net Cash provided by (used for) Investing Activities 86,056,000 (50,819,000)
Cash Flows provided by (used for) Financing Activities    
Issuance of shares related to equity compensation and employee stock purchase plan 878,000 1,182,000
Tax payments related to share-based awards (647,000) (1,439,000)
Repayment of finance lease (75,000) (173,000)
Repayment of outstanding debt (100,000,000) 0
Net Cash used for Financing Activities (99,844,000) (430,000)
Effects of Foreign Exchange Rate on Cash (173,000) (1,470,000)
Net Increase (Decrease) in Cash and Cash Equivalents 16,336,000 (30,380,000)
Cash and Cash Equivalents, Beginning of Year 129,004,000 170,611,000
Cash and Cash Equivalents, End of Year 145,340,000 140,231,000
Supplemental cash flow information    
Right of use assets obtained in exchange for new operating lease liabilities $ 2,216,000 $ 5,802,000
v3.25.4
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
Pay vs Performance Disclosure        
Net Income (Loss) $ (15,924) $ (456,282) $ 20,414 $ (468,891)
v3.25.4
Insider Trading Arrangements
3 Months Ended
Nov. 30, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.4
Description of Business and Basis of Presentation
6 Months Ended
Nov. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business and Basis of Presentation

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF BUSINESS

Neogen Corporation and subsidiaries ("Neogen," "we," "our" or the "Company") develop, manufacture and market a diverse line of products and services dedicated to food and animal safety. Our Food Safety segment consists primarily of diagnostic test kits and complementary products (e.g., culture media) sold to food producers and processors to detect dangerous and/or unintended substances in human food and animal feed, such as foodborne pathogens, spoilage organisms, natural toxins, food allergens, genetic modifications, ruminant by-products, meat speciation, drug residues, pesticide residues and general sanitation concerns. The majority of the test kits are disposable, single-use, immunoassay and DNA detection products that rely on proprietary antibodies and RNA and DNA testing methodologies to produce rapid and accurate test results. Our expanding line of food safety products also includes advanced software systems that help testers objectively analyze and store, as well as perform analysis on their results from multiple locations over extended periods.

Neogen’s Animal Safety segment is engaged in the development, manufacture, marketing and distribution of veterinary instruments, pharmaceuticals, vaccines, topicals, parasiticides, diagnostic products, biosecurity products and genomics testing services for the worldwide animal safety market. The majority of these consumable products are marketed through veterinarians, retailers, livestock producers and animal health product distributors. Our line of drug detection products is sold worldwide for the detection of abused and therapeutic drugs in animals and animal products, and has expanded into the workplace and human forensic markets.

BASIS OF PRESENTATION AND CONSOLIDATION

The accompanying unaudited condensed consolidated financial statements include the accounts of Neogen and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In our opinion, all adjustments considered necessary for a fair statement of the results of the interim period have been included in the accompanying unaudited condensed consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025.

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. We 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 entity’s 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 2026 annual reporting. We adopted this guidance effective June 1, 2025.

New Accounting Pronouncements Not Yet Adopted

Income Statement (Topic 220): Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact that the new guidance will have on the presentation of our consolidated financial statements and accompanying notes.

Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. We are currently evaluating the impact of this amendment and do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements and accompanying notes.

Interim Reporting (Topic 270): Narrow-Scope Improvements

In December 2025, the FASB issued ASU 2025-11 to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. We are currently evaluating the impact that the new guidance will have on the presentation of our consolidated financial statements and accompanying notes.

v3.25.4
Revenue Recognition
6 Months Ended
Nov. 30, 2025
Revenue from Contract with Customer [Abstract]  
Revenue Recognition

2. REVENUE RECOGNITION

The following table presents disaggregated revenue by major product and service categories:

 

 

Three months ended November 30,

 

 

Six months ended November 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Food Safety

 

 

 

 

 

 

 

 

 

 

 

 

Natural Toxins & Allergens

 

$

20,439

 

 

$

20,508

 

 

$

40,401

 

 

$

40,884

 

Bacterial & General Sanitation

 

 

44,915

 

 

 

42,536

 

 

 

86,564

 

 

 

82,435

 

Indicator Testing & Culture Media

 

 

86,109

 

 

 

79,584

 

 

 

162,893

 

 

 

158,062

 

Biosecurity Products

 

 

4,574

 

 

 

12,123

 

 

 

10,373

 

 

 

23,902

 

Genomics Services

 

 

6,260

 

 

 

5,808

 

 

 

11,815

 

 

 

11,396

 

Other

 

 

3,257

 

 

 

3,679

 

 

 

5,558

 

 

 

6,904

 

Total Food Safety Revenue

 

$

165,554

 

 

$

164,238

 

 

$

317,604

 

 

$

323,583

 

Animal Safety

 

 

 

 

 

 

 

 

 

 

 

 

Life Sciences

 

$

1,448

 

 

$

1,627

 

 

$

3,307

 

 

$

3,360

 

Veterinary Instruments & Disposables

 

 

13,684

 

 

 

17,274

 

 

 

25,592

 

 

 

29,797

 

Animal Care

 

 

8,874

 

 

 

9,674

 

 

 

16,421

 

 

 

16,293

 

Biosecurity Products

 

 

17,934

 

 

 

21,924

 

 

 

37,163

 

 

 

42,730

 

Genomics Services

 

 

17,180

 

 

 

16,420

 

 

 

33,745

 

 

 

32,298

 

Other

 

 

17

 

 

 

101

 

 

 

48

 

 

 

161

 

Total Animal Safety Revenue

 

$

59,137

 

 

$

67,020

 

 

$

116,276

 

 

$

124,639

 

Total Revenues

 

$

224,691

 

 

$

231,258

 

 

$

433,880

 

 

$

448,222

 

The following table summarizes deferred revenue by period:

 

Three months ended November 30,

 

 

Six months ended November 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

5,824

 

 

$

5,635

 

 

$

5,558

 

 

$

4,632

 

Additions

 

 

1,899

 

 

 

4,326

 

 

 

5,105

 

 

 

7,404

 

Recognized into revenue

 

 

(2,628

)

 

 

(4,310

)

 

 

(5,568

)

 

 

(6,385

)

Reclassified to held for sale (1)

 

 

(1,221

)

 

 

 

 

 

(1,221

)

 

 

 

Ending balance

 

$

3,874

 

 

$

5,651

 

 

$

3,874

 

 

$

5,651

 

 

(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.

v3.25.4
Assets Held for Sale and Divestiture
6 Months Ended
Nov. 30, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Assets Held for Sale and Divestiture

3. ASSETS HELD FOR SALE AND DIVESTITURE

 

In June 2025, the Company announced plans to sell its global genomics business as part of an initiative to divest non-core assets. The genomics business and associated assets and liabilities met the criteria for presentation as held for sale as of November 30, 2025. The Company determined that fair value less cost to sell exceeded the carrying value. Therefore, no impairment charge was recognized. The planned divestiture did not meet the criteria for presentation as a discontinued operation.

 

The major classes of assets and liabilities held for sale of the Genomics business were as follows:

 

 

November 30, 2025

 

Accounts receivable, net

$

12,569

 

Inventory, net

 

11,597

 

Prepaid expenses and other current assets

 

1,376

 

Property and equipment, net

 

19,520

 

Right of use assets

 

923

 

Goodwill

 

19,320

 

Amortizable intangible assets, net

 

7,938

 

Other non-current assets

 

3,513

 

Total assets held for sale

$

76,756

 

 

 

 

Accounts payable

$

4,841

 

Accrued compensation

 

1,410

 

Other liabilities

 

2,856

 

Total liabilities held for sale

$

9,107

 

 

 

Cleaners and Disinfectants

In April 2025, we announced that we had entered into a definitive agreement to sell our Cleaners and Disinfectants ("C&D") business to Kersia Group ("Kersia"). The planned divestiture did not meet the criteria for classification as a discontinued operation under ASC 205-20, as the sale does not represent a strategic shift that has or will have a major effect on our operations or financial results. In the first quarter of fiscal year 2026, we completed the sale of the C&D business to Kersia. We received total consideration of $121,724 in cash at closing, net of cash divested, plus additional contingent consideration of up to $3,500 (the “Earnout Payment”) based on revenue performance of the divested business during the 12-month period following the closing date. The Earnout Payment is subject to reduction if certain revenue thresholds, as defined in the purchase agreement, are not achieved. During the three months ended August 31, 2025, we recognized a gain on the sale of the business of $76,390, which is included in “Gain on sale of business” within the Consolidated Statements of Operations. In addition, at closing, we also entered into transition service and transition distribution agreements with Kersia, which require us to provide services to Kersia during the transition period. Related to the transition distribution agreements, for performance obligations for which we act as an agent, we record revenue as the net amount of our gross billings less amounts remitted to Kersia. For performance obligations for which we act as principal, we record the gross amount billed to the customer as revenue. We recorded a liability representing the fair value of the services we expect to provide of $1,691 within other current liabilities related to these agreements, which will be expensed to Other, net over a 12-month period following the closing date.

v3.25.4
Net (Loss) Income Per Share
6 Months Ended
Nov. 30, 2025
Earnings Per Share [Abstract]  
Net (Loss) Income Per Share

4. NET (LOSS) INCOME PER SHARE

Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is computed using the treasury stock method by dividing net (loss) income by the weighted average number of shares of common stock outstanding.

The calculation of net (loss) income per share follows:

 

 

Three months ended November 30,

 

 

Six months ended November 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Numerator for basic and diluted net (loss) income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to Neogen

 

$

(15,924

)

 

$

(456,282

)

 

$

20,414

 

 

$

(468,891

)

Denominator for basic (loss) net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares

 

 

217,408,270

 

 

 

216,813,788

 

 

 

217,312,533

 

 

 

216,754,244

 

Effect of dilutive stock options and RSUs

 

 

 

 

 

 

 

 

208,256

 

 

 

 

Denominator for diluted net (loss) income per share

 

 

217,408,270

 

 

 

216,813,788

 

 

 

217,520,789

 

 

 

216,754,244

 

Net (loss) income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.07

)

 

$

(2.10

)

 

$

0.09

 

 

$

(2.16

)

Diluted

 

$

(0.07

)

 

$

(2.10

)

 

$

0.09

 

 

$

(2.16

)

Due to the net loss reported for the three months ended November 30, 2025, the dilutive stock options and RSUs were anti-dilutive. For the six months ended November 30, 2025, 3,064,670 shares were excluded from the calculation of diluted net income per share, because the inclusion of such securities in the calculation would have been anti-dilutive. Due to the net loss reported for the three and six months ended November 30, 2024, the dilutive stock options and RSUs were anti-dilutive.

v3.25.4
Segment Information and Geographic Data
6 Months Ended
Nov. 30, 2025
Segment Reporting [Abstract]  
Segment Information and Geographic Data

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 Company’s segment measure of profit or loss, to consolidated income before income taxes.

The following tables reflect segment and corporate information:

 

 

 

Three months ended November 30, 2025

 

 

 

Food Safety

 

 

Animal Safety

 

 

Corporate and
Eliminations
(1)

 

 

Total

 

Total Revenues

 

$

170,248

 

 

$

61,290

 

 

$

 

 

$

231,538

 

Intersegment Revenue

 

 

(4,694

)

 

 

(2,153

)

 

 

 

 

 

(6,847

)

Net Revenue

 

 

165,554

 

 

 

59,137

 

 

 

 

 

 

224,691

 

Total Cost of Revenues

 

 

83,443

 

 

 

34,564

 

 

 

 

 

 

118,007

 

Operating Expenses

 

 

65,534

 

 

 

15,748

 

 

 

30,779

 

 

 

112,061

 

Operating Income (Loss)

 

$

16,577

 

 

$

8,825

 

 

$

(30,779

)

 

$

(5,377

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

$

25,580

 

 

$

3,347

 

 

$

 

 

$

28,927

 

Interest Expense

 

$

 

 

$

 

 

$

14,848

 

 

$

14,848

 

Total Assets

 

$

2,931,568

 

 

$

283,045

 

 

$

145,340

 

 

$

3,359,953

 

Expenditures for long-lived assets

 

$

10,282

 

 

$

1,387

 

 

$

 

 

$

11,669

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended November 30, 2024

 

 

 

Food Safety

 

 

Animal Safety

 

 

Corporate and
Eliminations
(1)

 

 

Total

 

Total Revenues

 

$

167,835

 

 

$

70,827

 

 

$

 

 

$

238,662

 

Intersegment Revenue

 

 

(3,597

)

 

 

(3,807

)

 

 

 

 

 

(7,404

)

Net Revenue

 

 

164,238

 

 

 

67,020

 

 

 

 

 

 

231,258

 

Net Cost of Revenues

 

 

69,977

 

 

 

47,951

 

 

 

 

 

 

117,928

 

Operating Expenses

 

 

531,059

 

 

 

19,431

 

 

 

20,324

 

 

 

570,814

 

Operating Loss

 

$

(436,798

)

 

$

(362

)

 

$

(20,324

)

 

$

(457,484

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

$

25,928

 

 

$

4,120

 

 

$

 

 

$

30,048

 

Interest Expense

 

$

 

 

$

 

 

$

18,141

 

 

$

18,141

 

Total Assets

 

$

3,575,728

 

 

$

338,133

 

 

$

140,231

 

 

$

4,054,092

 

Expenditures for long-lived assets

 

$

15,138

 

 

$

2,018

 

 

$

 

 

$

17,156

 

(1)
Includes corporate assets, including cash and cash equivalents, current and deferred tax accounts and overhead expenses not allocated to specific business segments, and excludes intersegment transactions.

 

 

 

Six months ended November 30, 2025

 

 

 

Food Safety

 

 

Animal Safety

 

 

Corporate and
Eliminations
(1)

 

 

Total

 

Total Revenues

 

$

328,705

 

 

$

120,151

 

 

$

 

 

$

448,856

 

Intersegment Revenue

 

 

(11,101

)

 

 

(3,875

)

 

 

 

 

 

(14,976

)

Net Revenue

 

 

317,604

 

 

 

116,276

 

 

 

 

 

 

433,880

 

Total Cost of Revenues

 

 

159,903

 

 

 

72,323

 

 

 

 

 

 

232,226

 

Operating Expenses

 

 

134,033

 

 

 

30,656

 

 

 

58,433

 

 

 

223,122

 

Operating Income (Loss)

 

$

23,668

 

 

$

13,297

 

 

$

(58,433

)

 

$

(21,468

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

$

51,481

 

 

$

6,501

 

 

$

 

 

$

57,982

 

Interest Expense

 

$

 

 

$

 

 

$

31,290

 

 

$

31,290

 

Expenditures for long-lived assets

 

$

33,719

 

 

$

1,952

 

 

$

 

 

$

35,671

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended November 30, 2024

 

 

 

Food Safety

 

 

Animal Safety

 

 

Corporate and
Eliminations
(1)

 

 

Total

 

Total Revenues

 

$

331,411

 

 

$

130,845

 

 

$

 

 

 

462,256

 

Intersegment Revenue

 

 

(7,828

)

 

 

(6,206

)

 

 

 

 

 

(14,034

)

Net Revenue

 

 

323,583

 

 

 

124,639

 

 

 

 

 

 

448,222

 

Net Cost of Revenues

 

 

144,435

 

 

 

85,531

 

 

 

 

 

 

229,966

 

Operating Expenses

 

 

598,041

 

 

 

36,881

 

 

 

38,561

 

 

 

673,483

 

Operating Income (Loss)

 

$

(418,893

)

 

$

2,227

 

 

$

(38,561

)

 

$

(455,227

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

$

52,131

 

 

$

7,718

 

 

$

 

 

 

59,849

 

Interest Expense

 

$

 

 

$

 

 

$

36,756

 

 

 

36,756

 

Expenditures for long-lived assets

 

$

51,184

 

 

$

4,406

 

 

$

 

 

 

55,590

 

(1)
Excludes intersegment transactions.

The following table presents revenue disaggregated by geographic location:

 

 

Three months ended November 30,

 

 

Six months ended November 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Domestic

 

$

110,436

 

 

$

113,761

 

 

$

212,510

 

 

$

218,144

 

International

 

 

114,255

 

 

 

117,497

 

 

 

221,370

 

 

 

230,078

 

Total revenue

 

$

224,691

 

 

$

231,258

 

 

$

433,880

 

 

$

448,222

 

v3.25.4
Goodwill
6 Months Ended
Nov. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill

6. GOODWILL

 

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 September 1, 2024. Management utilized a third-party to quantitatively assess its Food Safety reporting unit. Fair value of the reporting unit was estimated based on a combination of an income-based approach, consisting of a discounted cash flows analysis, and a market-based approach, consisting of pricing multiples derived from an analysis of comparable public companies multiplied against historical and/or anticipated financial metrics of the reporting unit. The inputs to the fair value are defined in the fair value hierarchy as Level 3 inputs. Based on the results of the analysis, the carrying value of the Food Safety reporting unit exceeded its fair value as of September 1, 2024. Accordingly, an impairment charge of $461,390 was recorded in the second quarter of fiscal year 2025. Differences in the balance sheet change and impairment charge are due to foreign exchange. There were no goodwill impairment charges recorded in the second quarter of fiscal year 2026.

v3.25.4
Restructuring
6 Months Ended
Nov. 30, 2025
Restructuring and Related Activities [Abstract]  
Restructuring

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. 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 follows:

 

Three months ended November 30,

 

 

Six months ended November 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Food Safety

 

$

2,500

 

 

$

1,504

 

 

$

2,907

 

 

$

1,636

 

Animal Safety

 

 

782

 

 

 

7,077

 

 

 

834

 

 

 

7,077

 

Corporate

 

 

2,843

 

 

 

987

 

 

 

2,716

 

 

 

1,225

 

Total

 

$

6,125

 

 

$

9,568

 

 

$

6,457

 

 

$

9,938

 

Restructuring activity for the six months ended November 30, 2025 was as follows:

 

 

Employee Separation Costs

 

 

Other Exit Costs

 

 

Total

 

Balance as of May 31, 2025

 

$

756

 

 

$

 

 

$

756

 

Expense

 

 

6,501

 

 

 

(44

)

 

 

6,457

 

Cash Payments

 

 

(4,775

)

 

 

(15

)

 

 

(4,790

)

Asset impairments and other

 

 

 

 

 

59

 

 

 

59

 

Balance as of November 30, 2025

 

$

2,482

 

 

$

 

 

$

2,482

 

v3.25.4
Long Term Debt
6 Months Ended
Nov. 30, 2025
Debt Disclosure [Abstract]  
Long Term Debt

8. LONG-TERM DEBT

Long-term debt consist of the following:

 

 

 

November 30, 2025

 

 

May 31, 2025

 

Term Loan

 

$

405,000

 

 

$

450,000

 

Senior Notes

 

 

346,500

 

 

 

350,000

 

Revolver Facility

 

 

48,500

 

 

 

100,000

 

Finance Lease

 

 

 

 

 

2,426

 

Total debt and finance lease

 

 

800,000

 

 

 

902,426

 

Less: Current portion

 

 

 

 

 

(19,301

)

Total non-current debt

 

 

800,000

 

 

 

883,125

 

Less: Unamortized debt issuance costs

 

 

(7,074

)

 

 

(8,315

)

Total non-current debt, net

 

$

792,926

 

 

$

874,810

 

 

During the three months ended August 31, 2025, we used the net proceeds from the Cleaners & Disinfectants divestiture to repay a portion of our outstanding debt. We repaid $51,500 of principal on the Revolving Facility, made $45,000 of prepayments on the Term Loan, and repurchased $3,500 of Senior Notes on the open market. The Term Loan prepayments resulted in an extinguishment loss of $393 related to unamortized debt issuance costs, while the Senior Notes repurchase resulted in an extinguishment loss of $41 related to unamortized debt issuance costs.

v3.25.4
Income Taxes
6 Months Ended
Nov. 30, 2025
Disclosure Text Block [Abstract]  
Income Taxes

9. INCOME TAXES

Income tax benefit was $4,440 and income tax expense was $3,030 during the three and six months ended November 30, 2025 compared to income tax benefit of $20,290 and $23,290 during the three and six months ended November 30, 2024, respectively. 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 net tax expense for the year-to-date period was primarily related to pre-tax income due to gains on the sale of our Cleaners & Disinfectants business. 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. The Company continues 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, the Company has included in its income tax for the three and six months ended November 30, 2025, 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 six months ended November 30, 2025, 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 Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for depreciation and interest expenses. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. There was not a significant impact to our income tax expense or effective tax rate for the three and six months ended November 30, 2025.

The total amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of November 30, 2025 and May 31, 2025 were $5,232 and $3,849, respectively. Increases in unrecognized tax benefits are primarily associated with the acquired 3M FSD, including positions for transfer pricing and research and development credits.

v3.25.4
Commitments and Contingencies
6 Months Ended
Nov. 30, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

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 $100 within other current liabilities and $816 within other non-current liabilities as of November 30, 2025 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.

Shareholder Litigation and Stockholder Demands

On July 18, 2025, Operating Engineers Construction Industry and Miscellaneous Pension Fund filed a putative class action complaint in the United States District Court for the Western District of Michigan against the Company, John Adent, and David Naemura. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly false and misleading public statements and omissions by defendants during the period January 5, 2023 through June 3, 2025 relating to the integration of the 3M business into Neogen. The complaint seeks, among other things, unspecified monetary damages, reasonable costs and expenses and/or other relief as deemed appropriate by the Court. Defendants have not yet responded to the complaint.

On August 27, 2025, the Company, John Adent, Steven J. Quinlan, James C. Borel, William T. Boehm, Ronald D. Green, Ralph A. Rodriguez, James P. Tobin, Darci L. Vetter, and Catherine E. Woteki were named in a putative class action filed in Minnesota’s Second Judicial District for Ramsey County. The complaint asserts claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 based on allegedly false and misleading public statements by defendants in the offering materials issued in connection with the 2022 transaction in which Neogen acquired 3M’s Food Safety Business. The complaint seeks, among other things, unspecified monetary damages, reasonable costs and expenses, recission, and/or such other equitable or injunctive relief as deemed appropriate by the Court. Defendants have not yet responded to the complaint.

On August 13, 2025, August 15, 2025, and December 22, 2025, the Company received three separate stockholder litigation demands requesting that the Board investigate the allegations in the Federal Action and pursue claims on the Company’s behalf based on those allegations. On October 4, 2025, the Board established a litigation committee to consider and investigate the demands.

On December 4, 2025, the Company, John Adent, Dave Naemura, James C. Borel, Thierry Bernard, William T. Boehm, Jeffrey D. Capello, Ronald D. Green, Aashima Gupta, Raphael A. Rodriguez, James P. Tobin, Darci L. Vetter, and Catherine Woteki were named in a putative shareholder derivative action filed in the United States District Court for the Western District of Michigan. The complaint asserts claims under Section 14 of the Securities Exchange Act of 1934 and Michigan corporate law based on allegedly false and misleading public statements by defendants and alleged breaches of fiduciary duties related to the integration of the 3M business into Neogen. The complaint seeks, among other things, unspecified monetary damages, reasonable costs and expenses, rescission, and/or such other equitable or injunctive relief as deemed appropriate by the Court. Defendants have not yet filed a responsive pleading in this action.

The Company intends to vigorously defend the matters. Given the uncertainty of litigation and the preliminary stage of the cases, we cannot estimate the reasonably possible loss or range of loss that may result from the actions.

Other than the shareholder items noted above, we are subject to certain legal and other proceedings that, in the opinion of management, are not expected to have a material effect on our financial statements.

v3.25.4
Derivatives and Fair Value
6 Months Ended
Nov. 30, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivatives and Fair Value

11. DERIVATIVES AND FAIR VALUE

Derivatives

We operate globally and are exposed to market risks arising from fluctuations in foreign currency exchange rates and interest rates. As part of our financial risk management strategy, we use derivative financial instruments to hedge exposure to variability in cash flows associated with these market risks. These instruments are used solely for risk management purposes; We do not engage in derivative transactions for trading or speculative purposes.

Derivatives Not Designated as Hedging Instruments

We have entered into non-designated foreign currency forward contracts to manage foreign currency balance sheet risk associated with intercompany loans and other foreign currency denominated assets and liabilities. These contracts are recorded net at fair value on our consolidated balance sheets, classified as Level 2 in the fair value hierarchy. The notional amount of forward contracts in place was $50,418 and $65,023 as of November 30, 2025 and May 31, 2025, respectively, and consisted of economic hedges of transactions up to January 2026.

 

 

 

 

 

 

 

 

 

 

Fair Value of Derivatives Not Designated as Hedging Instruments

 

Balance Sheet Location

 

November 30, 2025

 

 

May 31, 2025

 

Foreign currency forward contracts, net

 

Other current assets (liabilities)

 

$

76

 

 

$

(407

)

The location and amount of losses from derivatives not designated as hedging instruments in our condensed consolidated statements of operations were as follows:

 

 

 

Three months ended November 30,

 

Derivatives Not Designated as Hedging Instruments

 

Location in statements of operations

 

2025

 

 

2024

 

Foreign currency forward contracts

 

Other, net

 

$

(254

)

 

$

349

 

 

 

 

 

Six months ended November 30,

 

Derivatives Not Designated as Hedging Instruments

 

Location in statements of operations

 

2025

 

 

2024

 

Foreign currency forward contracts

 

Other, net

 

$

(121

)

 

$

(285

)

 

Derivatives Designated as Hedging Instruments

In November 2022, we entered into a receive-variable, pay-fixed interest rate swap agreement with a $250,000 notional value, which is designated as a cash flow hedge. In accordance with the agreement, the notional value decreased to $200,000 in November 2024. This agreement fixed a portion of the variable interest due on our term loan facility, with an effective date of December 2, 2022 and a maturity date of June 30, 2027. Under the terms of the agreement, we pay a fixed interest rate of 4.215%, plus an applicable margin ranging between 137.5 to 175 basis points and receive a variable rate of interest based on term SOFR from the counterparty, which is reset according to the duration of the SOFR term. We expect to reclassify a $950 loss of accumulated other comprehensive income into earnings in the next 12 months.

We record the fair value of our interest rate swaps on a recurring basis using Level 2 observable market inputs for similar assets or liabilities in active markets.

 

Fair Value of Derivatives Designated as Hedging Instruments

 

Balance Sheet Location

 

November 30, 2025

 

 

May 31, 2025

 

Interest rate swap – current

 

Other current liabilities

 

$

(1,250

)

 

$

(369

)

Interest rate swap – non-current

 

Other non-current liabilities

 

$

(895

)

 

$

(1,290

)

 

Fair Value of Financial Instruments

Fair value measurements are determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants exclusive of any transaction costs. We utilize a fair value hierarchy based upon the observability of inputs used in valuation techniques as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying amounts of our financial instruments other than cash equivalents and marketable securities, which include accounts receivable and accounts payable, approximate fair value based on either their short maturity or current terms for similar instruments.

v3.25.4
Accumulated Other Comprehensive Loss
6 Months Ended
Nov. 30, 2025
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Accumulated Other Comprehensive Loss

12. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss changes by component, net of related tax, were as follows:

 

Three months ended November 30,

 

 

Six months ended November 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive loss, beginning balance

 

$

(23,485

)

 

$

(31,421

)

 

$

(28,898

)

 

$

(30,021

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(21,820

)

 

$

(29,426

)

 

$

(27,637

)

 

$

(31,885

)

Other comprehensive (loss) gain before reclassifications

 

 

(2,159

)

 

 

(14,576

)

 

 

3,757

 

 

 

(12,117

)

Amounts reclassified from accumulated other comprehensive loss

 

 

 

 

 

 

 

 

(99

)

 

 

 

Balance at end of period

 

$

(23,979

)

 

$

(44,002

)

 

$

(23,979

)

 

$

(44,002

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of derivatives changes

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(1,665

)

 

$

(1,995

)

 

$

(1,261

)

 

$

1,864

 

Other comprehensive gain (loss) before reclassifications

 

 

51

 

 

 

1,644

 

 

 

(268

)

 

 

(1,627

)

Amounts reclassified from accumulated other comprehensive loss

 

 

(16

)

 

 

(392

)

 

 

(101

)

 

 

(980

)

Balance at end of period

 

$

(1,630

)

 

$

(743

)

 

$

(1,630

)

 

$

(743

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive loss, ending balance

 

$

(25,609

)

 

$

(44,745

)

 

$

(25,609

)

 

$

(44,745

)

v3.25.4
Description of Business and Basis of Presentation (Policies)
6 Months Ended
Nov. 30, 2025
Accounting Policies [Abstract]  
Basis of Presentation and Consolidation

BASIS OF PRESENTATION AND CONSOLIDATION

The accompanying unaudited condensed consolidated financial statements include the accounts of Neogen and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In our opinion, all adjustments considered necessary for a fair statement of the results of the interim period have been included in the accompanying unaudited condensed consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025.

New Accounting Pronouncements Adopted

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. We 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 entity’s 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 2026 annual reporting. We adopted this guidance effective June 1, 2025.

New Accounting Pronouncements Not Yet Adopted

New Accounting Pronouncements Not Yet Adopted

Income Statement (Topic 220): Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact that the new guidance will have on the presentation of our consolidated financial statements and accompanying notes.

Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. We are currently evaluating the impact of this amendment and do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements and accompanying notes.

Interim Reporting (Topic 270): Narrow-Scope Improvements

In December 2025, the FASB issued ASU 2025-11 to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. We are currently evaluating the impact that the new guidance will have on the presentation of our consolidated financial statements and accompanying notes.

v3.25.4
Revenue Recognition (Tables)
6 Months Ended
Nov. 30, 2025
Summary of Contract Liabilities by Period

The following table summarizes deferred revenue by period:

 

Three months ended November 30,

 

 

Six months ended November 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

5,824

 

 

$

5,635

 

 

$

5,558

 

 

$

4,632

 

Additions

 

 

1,899

 

 

 

4,326

 

 

 

5,105

 

 

 

7,404

 

Recognized into revenue

 

 

(2,628

)

 

 

(4,310

)

 

 

(5,568

)

 

 

(6,385

)

Reclassified to held for sale (1)

 

 

(1,221

)

 

 

 

 

 

(1,221

)

 

 

 

Ending balance

 

$

3,874

 

 

$

5,651

 

 

$

3,874

 

 

$

5,651

 

 

(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.

Summary of Disaggregated Revenue by Geographic Location

The following table presents revenue disaggregated by geographic location:

 

 

Three months ended November 30,

 

 

Six months ended November 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Domestic

 

$

110,436

 

 

$

113,761

 

 

$

212,510

 

 

$

218,144

 

International

 

 

114,255

 

 

 

117,497

 

 

 

221,370

 

 

 

230,078

 

Total revenue

 

$

224,691

 

 

$

231,258

 

 

$

433,880

 

 

$

448,222

 

Operating Segments  
Summary of Disaggregated Revenue by Geographic Location

The following table presents disaggregated revenue by major product and service categories:

 

 

Three months ended November 30,

 

 

Six months ended November 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Food Safety

 

 

 

 

 

 

 

 

 

 

 

 

Natural Toxins & Allergens

 

$

20,439

 

 

$

20,508

 

 

$

40,401

 

 

$

40,884

 

Bacterial & General Sanitation

 

 

44,915

 

 

 

42,536

 

 

 

86,564

 

 

 

82,435

 

Indicator Testing & Culture Media

 

 

86,109

 

 

 

79,584

 

 

 

162,893

 

 

 

158,062

 

Biosecurity Products

 

 

4,574

 

 

 

12,123

 

 

 

10,373

 

 

 

23,902

 

Genomics Services

 

 

6,260

 

 

 

5,808

 

 

 

11,815

 

 

 

11,396

 

Other

 

 

3,257

 

 

 

3,679

 

 

 

5,558

 

 

 

6,904

 

Total Food Safety Revenue

 

$

165,554

 

 

$

164,238

 

 

$

317,604

 

 

$

323,583

 

Animal Safety

 

 

 

 

 

 

 

 

 

 

 

 

Life Sciences

 

$

1,448

 

 

$

1,627

 

 

$

3,307

 

 

$

3,360

 

Veterinary Instruments & Disposables

 

 

13,684

 

 

 

17,274

 

 

 

25,592

 

 

 

29,797

 

Animal Care

 

 

8,874

 

 

 

9,674

 

 

 

16,421

 

 

 

16,293

 

Biosecurity Products

 

 

17,934

 

 

 

21,924

 

 

 

37,163

 

 

 

42,730

 

Genomics Services

 

 

17,180

 

 

 

16,420

 

 

 

33,745

 

 

 

32,298

 

Other

 

 

17

 

 

 

101

 

 

 

48

 

 

 

161

 

Total Animal Safety Revenue

 

$

59,137

 

 

$

67,020

 

 

$

116,276

 

 

$

124,639

 

Total Revenues

 

$

224,691

 

 

$

231,258

 

 

$

433,880

 

 

$

448,222

 

v3.25.4
Assets Held for Sale and Divestiture (Tables)
6 Months Ended
Nov. 30, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Schedule of Major Classes of Assets and Liabilities Held for Sale

The major classes of assets and liabilities held for sale of the Genomics business were as follows:

 

 

November 30, 2025

 

Accounts receivable, net

$

12,569

 

Inventory, net

 

11,597

 

Prepaid expenses and other current assets

 

1,376

 

Property and equipment, net

 

19,520

 

Right of use assets

 

923

 

Goodwill

 

19,320

 

Amortizable intangible assets, net

 

7,938

 

Other non-current assets

 

3,513

 

Total assets held for sale

$

76,756

 

 

 

 

Accounts payable

$

4,841

 

Accrued compensation

 

1,410

 

Other liabilities

 

2,856

 

Total liabilities held for sale

$

9,107

 

v3.25.4
Net (Loss) Income Per Share (Tables)
6 Months Ended
Nov. 30, 2025
Earnings Per Share [Abstract]  
Schedule of Calculation of Net (Loss) Income Per Share

The calculation of net (loss) income per share follows:

 

 

Three months ended November 30,

 

 

Six months ended November 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Numerator for basic and diluted net (loss) income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to Neogen

 

$

(15,924

)

 

$

(456,282

)

 

$

20,414

 

 

$

(468,891

)

Denominator for basic (loss) net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares

 

 

217,408,270

 

 

 

216,813,788

 

 

 

217,312,533

 

 

 

216,754,244

 

Effect of dilutive stock options and RSUs

 

 

 

 

 

 

 

 

208,256

 

 

 

 

Denominator for diluted net (loss) income per share

 

 

217,408,270

 

 

 

216,813,788

 

 

 

217,520,789

 

 

 

216,754,244

 

Net (loss) income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.07

)

 

$

(2.10

)

 

$

0.09

 

 

$

(2.16

)

Diluted

 

$

(0.07

)

 

$

(2.10

)

 

$

0.09

 

 

$

(2.16

)

v3.25.4
Segment Information and Geographic Data (Tables)
6 Months Ended
Nov. 30, 2025
Segment Information

The following tables reflect segment and corporate information:

 

 

 

Three months ended November 30, 2025

 

 

 

Food Safety

 

 

Animal Safety

 

 

Corporate and
Eliminations
(1)

 

 

Total

 

Total Revenues

 

$

170,248

 

 

$

61,290

 

 

$

 

 

$

231,538

 

Intersegment Revenue

 

 

(4,694

)

 

 

(2,153

)

 

 

 

 

 

(6,847

)

Net Revenue

 

 

165,554

 

 

 

59,137

 

 

 

 

 

 

224,691

 

Total Cost of Revenues

 

 

83,443

 

 

 

34,564

 

 

 

 

 

 

118,007

 

Operating Expenses

 

 

65,534

 

 

 

15,748

 

 

 

30,779

 

 

 

112,061

 

Operating Income (Loss)

 

$

16,577

 

 

$

8,825

 

 

$

(30,779

)

 

$

(5,377

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

$

25,580

 

 

$

3,347

 

 

$

 

 

$

28,927

 

Interest Expense

 

$

 

 

$

 

 

$

14,848

 

 

$

14,848

 

Total Assets

 

$

2,931,568

 

 

$

283,045

 

 

$

145,340

 

 

$

3,359,953

 

Expenditures for long-lived assets

 

$

10,282

 

 

$

1,387

 

 

$

 

 

$

11,669

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended November 30, 2024

 

 

 

Food Safety

 

 

Animal Safety

 

 

Corporate and
Eliminations
(1)

 

 

Total

 

Total Revenues

 

$

167,835

 

 

$

70,827

 

 

$

 

 

$

238,662

 

Intersegment Revenue

 

 

(3,597

)

 

 

(3,807

)

 

 

 

 

 

(7,404

)

Net Revenue

 

 

164,238

 

 

 

67,020

 

 

 

 

 

 

231,258

 

Net Cost of Revenues

 

 

69,977

 

 

 

47,951

 

 

 

 

 

 

117,928

 

Operating Expenses

 

 

531,059

 

 

 

19,431

 

 

 

20,324

 

 

 

570,814

 

Operating Loss

 

$

(436,798

)

 

$

(362

)

 

$

(20,324

)

 

$

(457,484

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

$

25,928

 

 

$

4,120

 

 

$

 

 

$

30,048

 

Interest Expense

 

$

 

 

$

 

 

$

18,141

 

 

$

18,141

 

Total Assets

 

$

3,575,728

 

 

$

338,133

 

 

$

140,231

 

 

$

4,054,092

 

Expenditures for long-lived assets

 

$

15,138

 

 

$

2,018

 

 

$

 

 

$

17,156

 

(1)
Includes corporate assets, including cash and cash equivalents, current and deferred tax accounts and overhead expenses not allocated to specific business segments, and excludes intersegment transactions.

 

 

 

Six months ended November 30, 2025

 

 

 

Food Safety

 

 

Animal Safety

 

 

Corporate and
Eliminations
(1)

 

 

Total

 

Total Revenues

 

$

328,705

 

 

$

120,151

 

 

$

 

 

$

448,856

 

Intersegment Revenue

 

 

(11,101

)

 

 

(3,875

)

 

 

 

 

 

(14,976

)

Net Revenue

 

 

317,604

 

 

 

116,276

 

 

 

 

 

 

433,880

 

Total Cost of Revenues

 

 

159,903

 

 

 

72,323

 

 

 

 

 

 

232,226

 

Operating Expenses

 

 

134,033

 

 

 

30,656

 

 

 

58,433

 

 

 

223,122

 

Operating Income (Loss)

 

$

23,668

 

 

$

13,297

 

 

$

(58,433

)

 

$

(21,468

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

$

51,481

 

 

$

6,501

 

 

$

 

 

$

57,982

 

Interest Expense

 

$

 

 

$

 

 

$

31,290

 

 

$

31,290

 

Expenditures for long-lived assets

 

$

33,719

 

 

$

1,952

 

 

$

 

 

$

35,671

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended November 30, 2024

 

 

 

Food Safety

 

 

Animal Safety

 

 

Corporate and
Eliminations
(1)

 

 

Total

 

Total Revenues

 

$

331,411

 

 

$

130,845

 

 

$

 

 

 

462,256

 

Intersegment Revenue

 

 

(7,828

)

 

 

(6,206

)

 

 

 

 

 

(14,034

)

Net Revenue

 

 

323,583

 

 

 

124,639

 

 

 

 

 

 

448,222

 

Net Cost of Revenues

 

 

144,435

 

 

 

85,531

 

 

 

 

 

 

229,966

 

Operating Expenses

 

 

598,041

 

 

 

36,881

 

 

 

38,561

 

 

 

673,483

 

Operating Income (Loss)

 

$

(418,893

)

 

$

2,227

 

 

$

(38,561

)

 

$

(455,227

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

$

52,131

 

 

$

7,718

 

 

$

 

 

 

59,849

 

Interest Expense

 

$

 

 

$

 

 

$

36,756

 

 

 

36,756

 

Expenditures for long-lived assets

 

$

51,184

 

 

$

4,406

 

 

$

 

 

 

55,590

 

(1)
Excludes intersegment transactions.
Disaggregated Revenue

The following table presents revenue disaggregated by geographic location:

 

 

Three months ended November 30,

 

 

Six months ended November 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Domestic

 

$

110,436

 

 

$

113,761

 

 

$

212,510

 

 

$

218,144

 

International

 

 

114,255

 

 

 

117,497

 

 

 

221,370

 

 

 

230,078

 

Total revenue

 

$

224,691

 

 

$

231,258

 

 

$

433,880

 

 

$

448,222

 

v3.25.4
Long Term Debt (Tables)
6 Months Ended
Nov. 30, 2025
Debt Disclosure [Abstract]  
Summary of Long Term Debt

Long-term debt consist of the following:

 

 

 

November 30, 2025

 

 

May 31, 2025

 

Term Loan

 

$

405,000

 

 

$

450,000

 

Senior Notes

 

 

346,500

 

 

 

350,000

 

Revolver Facility

 

 

48,500

 

 

 

100,000

 

Finance Lease

 

 

 

 

 

2,426

 

Total debt and finance lease

 

 

800,000

 

 

 

902,426

 

Less: Current portion

 

 

 

 

 

(19,301

)

Total non-current debt

 

 

800,000

 

 

 

883,125

 

Less: Unamortized debt issuance costs

 

 

(7,074

)

 

 

(8,315

)

Total non-current debt, net

 

$

792,926

 

 

$

874,810

 

 

v3.25.4
Restructuring (Tables)
6 Months Ended
Nov. 30, 2025
Restructuring and Related Activities [Abstract]  
Summary of Restructuring Charges by Segment

Restructuring charges by segment were as follows:

 

Three months ended November 30,

 

 

Six months ended November 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Food Safety

 

$

2,500

 

 

$

1,504

 

 

$

2,907

 

 

$

1,636

 

Animal Safety

 

 

782

 

 

 

7,077

 

 

 

834

 

 

 

7,077

 

Corporate

 

 

2,843

 

 

 

987

 

 

 

2,716

 

 

 

1,225

 

Total

 

$

6,125

 

 

$

9,568

 

 

$

6,457

 

 

$

9,938

 

Summary of Restructuring Activity

Restructuring activity for the six months ended November 30, 2025 was as follows:

 

 

Employee Separation Costs

 

 

Other Exit Costs

 

 

Total

 

Balance as of May 31, 2025

 

$

756

 

 

$

 

 

$

756

 

Expense

 

 

6,501

 

 

 

(44

)

 

 

6,457

 

Cash Payments

 

 

(4,775

)

 

 

(15

)

 

 

(4,790

)

Asset impairments and other

 

 

 

 

 

59

 

 

 

59

 

Balance as of November 30, 2025

 

$

2,482

 

 

$

 

 

$

2,482

 

 

v3.25.4
Derivatives and Fair Value (Tables)
6 Months Ended
Nov. 30, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Other Derivatives Not Designated As Hedging Instruments Statements of Financial Performance And Financial Position Location

 

 

 

 

 

 

 

 

 

Fair Value of Derivatives Not Designated as Hedging Instruments

 

Balance Sheet Location

 

November 30, 2025

 

 

May 31, 2025

 

Foreign currency forward contracts, net

 

Other current assets (liabilities)

 

$

76

 

 

$

(407

)

Schedule of Gain Loss From Derivatives Not Designated As Hedging Instruments Statements of Financial Performance And Location

The location and amount of losses from derivatives not designated as hedging instruments in our condensed consolidated statements of operations were as follows:

 

 

 

Three months ended November 30,

 

Derivatives Not Designated as Hedging Instruments

 

Location in statements of operations

 

2025

 

 

2024

 

Foreign currency forward contracts

 

Other, net

 

$

(254

)

 

$

349

 

 

 

 

 

Six months ended November 30,

 

Derivatives Not Designated as Hedging Instruments

 

Location in statements of operations

 

2025

 

 

2024

 

Foreign currency forward contracts

 

Other, net

 

$

(121

)

 

$

(285

)

 

Summary of Interest Rate Swaps on Recurring Basis Using Observable Market Inputs for Similar Assets or Liabilities

We record the fair value of our interest rate swaps on a recurring basis using Level 2 observable market inputs for similar assets or liabilities in active markets.

 

Fair Value of Derivatives Designated as Hedging Instruments

 

Balance Sheet Location

 

November 30, 2025

 

 

May 31, 2025

 

Interest rate swap – current

 

Other current liabilities

 

$

(1,250

)

 

$

(369

)

Interest rate swap – non-current

 

Other non-current liabilities

 

$

(895

)

 

$

(1,290

)

v3.25.4
Accumulated Other Comprehensive Loss (Tables)
6 Months Ended
Nov. 30, 2025
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Schedule of Accumulated Other Comprehensive Loss Changes by Component, Net of Related Tax

Accumulated other comprehensive loss changes by component, net of related tax, were as follows:

 

Three months ended November 30,

 

 

Six months ended November 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive loss, beginning balance

 

$

(23,485

)

 

$

(31,421

)

 

$

(28,898

)

 

$

(30,021

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(21,820

)

 

$

(29,426

)

 

$

(27,637

)

 

$

(31,885

)

Other comprehensive (loss) gain before reclassifications

 

 

(2,159

)

 

 

(14,576

)

 

 

3,757

 

 

 

(12,117

)

Amounts reclassified from accumulated other comprehensive loss

 

 

 

 

 

 

 

 

(99

)

 

 

 

Balance at end of period

 

$

(23,979

)

 

$

(44,002

)

 

$

(23,979

)

 

$

(44,002

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of derivatives changes

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(1,665

)

 

$

(1,995

)

 

$

(1,261

)

 

$

1,864

 

Other comprehensive gain (loss) before reclassifications

 

 

51

 

 

 

1,644

 

 

 

(268

)

 

 

(1,627

)

Amounts reclassified from accumulated other comprehensive loss

 

 

(16

)

 

 

(392

)

 

 

(101

)

 

 

(980

)

Balance at end of period

 

$

(1,630

)

 

$

(743

)

 

$

(1,630

)

 

$

(743

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive loss, ending balance

 

$

(25,609

)

 

$

(44,745

)

 

$

(25,609

)

 

$

(44,745

)

v3.25.4
Revenue Recognition - Summary of Contract Liabilities by Period (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
Revenue from Contract with Customer [Abstract]        
Beginning balance $ 5,824 $ 5,635 $ 5,558 $ 4,632
Additions 1,899 4,326 5,105 7,404
Amounts recognized into revenue (2,628) (4,310) (5,568) (6,385)
Reclassified to held for sale [1] (1,221) 0 (1,221) 0
Ending balance $ 3,874 $ 5,651 $ 3,874 $ 5,651
[1]

(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.

v3.25.4
Revenue Recognition - Summary of Disaggregated Revenue (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
Disaggregation of Revenue [Line Items]        
Total Revenues $ 224,691 $ 231,258 $ 433,880 $ 448,222
Food Safety        
Disaggregation of Revenue [Line Items]        
Total Revenues 165,554 164,238 317,604 323,583
Food Safety | Natural Toxins & Allergens        
Disaggregation of Revenue [Line Items]        
Total Revenues 20,439 20,508 40,401 40,884
Food Safety | Bacterial & General Sanitation        
Disaggregation of Revenue [Line Items]        
Total Revenues 44,915 42,536 86,564 82,435
Food Safety | Indicator Testing & Culture Media        
Disaggregation of Revenue [Line Items]        
Total Revenues 86,109 79,584 162,893 158,062
Food Safety | Biosecurity Products        
Disaggregation of Revenue [Line Items]        
Total Revenues 4,574 12,123 10,373 23,902
Food Safety | Other        
Disaggregation of Revenue [Line Items]        
Total Revenues 3,257 3,679 5,558 6,904
Food Safety | Genomics Services        
Disaggregation of Revenue [Line Items]        
Total Revenues 6,260 5,808 11,815 11,396
Animal Safety        
Disaggregation of Revenue [Line Items]        
Total Revenues 59,137 67,020 116,276 124,639
Animal Safety | Biosecurity Products        
Disaggregation of Revenue [Line Items]        
Total Revenues 17,934 21,924 37,163 42,730
Animal Safety | Other        
Disaggregation of Revenue [Line Items]        
Total Revenues 17 101 48 161
Animal Safety | Genomics Services        
Disaggregation of Revenue [Line Items]        
Total Revenues 17,180 16,420 33,745 32,298
Animal Safety | Life Sciences        
Disaggregation of Revenue [Line Items]        
Total Revenues 1,448 1,627 3,307 3,360
Animal Safety | Veterinary Instruments & Disposables        
Disaggregation of Revenue [Line Items]        
Total Revenues 13,684 17,274 25,592 29,797
Animal Safety | Animal Care        
Disaggregation of Revenue [Line Items]        
Total Revenues $ 8,874 $ 9,674 $ 16,421 $ 16,293
v3.25.4
Assets Held for Sale and Divestiture - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended
Nov. 30, 2025
Aug. 31, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Impairment charge, asset held for sale       $ 0 $ 468,718,000
Total consideration   $ 121,724,000   121,724,000 0
Gain on sale of business $ 0 76,390,000 $ 0 76,390,000 $ 0
Other Current Liabilities          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Liability representing fair value of services expect to provide $ 1,691,000     $ 1,691,000  
Maximum          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Additional contingent consideration   $ 3,500,000      
v3.25.4
Assets Held for Sale and Divestiture - Schedule of Major Classes of Assets and Liabilities Held for Sale (Detail) - Discontinued Operations, Held-for-Sale - Genomics Business
$ in Thousands
Nov. 30, 2025
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Accounts receivable, net $ 12,569
Inventory, net 11,597
Prepaid expenses and other current assets 1,376
Property and equipment, net 19,520
Right of use assets 923
Goodwill 19,320
Amortizable intangible assets, net 7,938
Other non-current assets 3,513
Total assets held for sale 76,756
Accounts payable 4,841
Accrued compensation 1,410
Other liabilities 2,856
Total liabilities held for sale $ 9,107
v3.25.4
Net (Loss) Income Per Share - Calculation of Net (Loss) Income Per Share (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
Earnings Per Share [Line Items]        
Numerator for basic and diluted net (loss) income per share: - Net (loss) income attributable to Neogen $ (15,924) $ (456,282) $ 20,414 $ (468,891)
Denominator for basic (loss) net income per share - Weighted average shares 217,408,270 216,813,788 217,312,533 216,754,244
Effect of dilutive stock options and RSUs 0 0 208,256 0
Denominator for diluted net (loss) income per share 217,408,270 216,813,788 217,520,789 216,754,244
Net (loss) income per share:        
Basic $ (0.07) $ (2.1) $ 0.09 $ (2.16)
Diluted $ (0.07) $ (2.1) $ 0.09 $ (2.16)
v3.25.4
Net (Loss) Income Per Share - Additional Information (Detail)
6 Months Ended
Nov. 30, 2025
shares
Earnings Per Share [Abstract]  
Shares excluded from calculation of diluted net income per share 3,064,670
v3.25.4
Segment Information and Geographic Data - Additional Information (Detail)
6 Months Ended
Nov. 30, 2025
Segment
Segment Reporting [Abstract]  
Number of reportable segments | Segment 2
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] srt:ChiefExecutiveOfficerMember
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description 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.
v3.25.4
Segment Information and Geographic Data - Segment Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
May 31, 2025
Segment Reporting Information [Line Items]          
Operating Expenses $ 112,061 $ 570,814 $ 223,122 $ 673,483  
Operating Income (Loss) (5,377) (457,484) (21,468) (455,227)  
Depreciation and Amortization     57,982 59,849  
Interest Expense 14,848 18,141 31,290 36,756  
Total Assets 3,359,953   3,359,953   $ 3,443,836
Intersegment Revenue          
Segment Reporting Information [Line Items]          
Total Revenues (6,847) (7,404) (14,976) (14,034)  
Intersegment Revenue | Food Safety          
Segment Reporting Information [Line Items]          
Total Revenues (4,694) (3,597) (11,101) (7,828)  
Intersegment Revenue | Animal Safety          
Segment Reporting Information [Line Items]          
Total Revenues (2,153) (3,807) (3,875) (6,206)  
Operating Segments          
Segment Reporting Information [Line Items]          
Total Revenues 231,538 238,662 448,856 462,256  
Net Revenue 224,691 231,258 433,880 448,222  
Total Cost of Revenues 118,007 117,928 232,226 229,966  
Operating Expenses 112,061 570,814 223,122 673,483  
Operating Income (Loss) (5,377) (457,484) (21,468) (455,227)  
Depreciation and Amortization 28,927 30,048 57,982 59,849  
Interest Expense 14,848 18,141 31,290 36,756  
Total Assets 3,359,953 4,054,092 3,359,953 4,054,092  
Expenditures for long-lived assets 11,669 17,156 35,671 55,590  
Operating Segments | Food Safety          
Segment Reporting Information [Line Items]          
Total Revenues 170,248 167,835 328,705 331,411  
Net Revenue 165,554 164,238 317,604 323,583  
Total Cost of Revenues 83,443 69,977 159,903 144,435  
Operating Expenses 65,534 531,059 134,033 598,041  
Operating Income (Loss) 16,577 (436,798) 23,668 (418,893)  
Depreciation and Amortization 25,580 25,928 51,481 52,131  
Interest Expense 0 0 0 0  
Total Assets 2,931,568 3,575,728 2,931,568 3,575,728  
Expenditures for long-lived assets 10,282 15,138 33,719 51,184  
Operating Segments | Animal Safety          
Segment Reporting Information [Line Items]          
Total Revenues 61,290 70,827 120,151 130,845  
Net Revenue 59,137 67,020 116,276 124,639  
Total Cost of Revenues 34,564 47,951 72,323 85,531  
Operating Expenses 15,748 19,431 30,656 36,881  
Operating Income (Loss) 8,825 (362) 13,297 2,227  
Depreciation and Amortization 3,347 4,120 6,501 7,718  
Interest Expense 0 0 0 0  
Total Assets 283,045 338,133 283,045 338,133  
Expenditures for long-lived assets 1,387 2,018 1,952 4,406  
Corporate and Eliminations | Intersegment Revenue          
Segment Reporting Information [Line Items]          
Total Revenues 0 [1] 0 [1] 0 [2] 0 [2]  
Corporate and Eliminations | Operating Segments          
Segment Reporting Information [Line Items]          
Total Revenues 0 [1] 0 [1] 0 [2] 0 [2]  
Net Revenue 0 [1] 0 [1] 0 [2] 0 [2]  
Total Cost of Revenues 0 [1] 0 [1] 0 [2] 0 [2]  
Operating Expenses 30,779 [1] 20,324 [1] 58,433 [2] 38,561 [2]  
Operating Income (Loss) (30,779) [1] (20,324) [1] (58,433) [2] (38,561) [2]  
Depreciation and Amortization 0 [1] 0 [1] 0 [2] 0 [2]  
Interest Expense 14,848 [1] 18,141 [1] 31,290 [2] 36,756 [2]  
Total Assets [1] 145,340 140,231 145,340 140,231  
Expenditures for long-lived assets $ 0 [1] $ 0 [1] $ 0 [2] $ 0 [2]  
[1] Includes corporate assets, including cash and cash equivalents, current and deferred tax accounts and overhead expenses not allocated to specific business segments, and excludes intersegment transactions.
[2] Excludes intersegment transactions.
v3.25.4
Segment Information and Geographic Data - Disaggregated Revenue (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
Revenues by Geographic Location [Line Items]        
Total revenue $ 224,691 $ 231,258 $ 433,880 $ 448,222
Domestic        
Revenues by Geographic Location [Line Items]        
Total revenue 110,436 113,761 212,510 218,144
International        
Revenues by Geographic Location [Line Items]        
Total revenue $ 114,255 $ 117,497 $ 221,370 $ 230,078
v3.25.4
Goodwill - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
Goodwill [Line Items]        
Goodwill impairment charge $ 0 $ 461,390,000 $ 0 $ 461,390,000
Food Safety        
Goodwill [Line Items]        
Goodwill impairment charge   $ 461,390,000    
v3.25.4
Long Term Debt - Summary of Long Term Debt (Details) - USD ($)
$ in Thousands
Nov. 30, 2025
May 31, 2025
Debt Instrument [Line Items]    
Total debt and finance lease $ 800,000 $ 902,426
Less: Current portion   (19,301)
Total non-current debt 800,000 883,125
Less: Unamortized debt issuance costs (7,074) (8,315)
Total non-current debt, net 792,926 874,810
Revolver Facility [Member]    
Debt Instrument [Line Items]    
Total debt 48,500 100,000
Term Loan [Member]    
Debt Instrument [Line Items]    
Total debt 405,000 450,000
Senior Notes [Member]    
Debt Instrument [Line Items]    
Total debt $ 346,500 350,000
Finance Leases [Member]    
Debt Instrument [Line Items]    
Total debt   $ 2,426
v3.25.4
Long Term Debt - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 31, 2025
Nov. 30, 2025
Nov. 30, 2024
May 31, 2025
Debt Instrument [Line Items]        
Amortization of debt issuance costs on line of credit   $ 1,021 $ 1,720  
Unamortized debt Issuance expense   7,074   $ 8,315
Accrued interest   $ 11,018   $ 11,078
Term Loan [Member]        
Debt Instrument [Line Items]        
Repayment of debt $ 45,000      
Debt issuance cost write off 393      
Senior Notes [Member]        
Debt Instrument [Line Items]        
Debt issuance cost write off 41      
Debt instrument purchase amount 3,500      
Revolving Credit Facility [Member]        
Debt Instrument [Line Items]        
Repayment of debt $ 51,500      
v3.25.4
Restructuring - Additional Information (Details)
3 Months Ended
Nov. 30, 2025
Restructuring and Related Activities [Abstract]  
Reduce headcount percenatge 10.00%
v3.25.4
Restructuring - Summary of Restructuring Charges by Segment (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
Restructuring Cost and Reserve [Line Items]        
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration] Operating Income (Loss) Operating Income (Loss) Operating Income (Loss) Operating Income (Loss)
Restructuring charges $ 6,125 $ 9,568 $ 6,457 $ 9,938
Corporate        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 2,843 987 2,716 1,225
Operating Segments | Food Safety        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 2,500 1,504 2,907 1,636
Operating Segments | Animal Safety        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges $ 782 $ 7,077 $ 834 $ 7,077
v3.25.4
Restructuring - Summary of Restructuring Activity (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
Restructuring Cost and Reserve [Line Items]        
Beginning balance     $ 756  
Expense $ 6,125 $ 9,568 6,457 $ 9,938
Cash Payments     (4,790)  
Asset impairments and other     59  
Ending balance 2,482   2,482  
Employee Separation Costs        
Restructuring Cost and Reserve [Line Items]        
Beginning balance     756  
Expense     6,501  
Cash Payments     (4,775)  
Asset impairments and other     0  
Ending balance 2,482   2,482  
Other Exit Costs        
Restructuring Cost and Reserve [Line Items]        
Beginning balance     0  
Expense     (44)  
Cash Payments     (15)  
Asset impairments and other     59  
Ending balance $ 0   $ 0  
v3.25.4
Income Taxes - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
May 31, 2025
Disclosure Text Block [Abstract]          
Income tax expense (benefit) $ (4,440) $ (20,290) $ 3,030 $ (23,290)  
Minimum effective tax rate     15.00%    
Unrecognized tax benefits that would impact the tax effective rate $ 5,232   $ 5,232   $ 3,849
v3.25.4
Commitments and Contingencies - Additional Information (Detail) - USD ($)
$ in Thousands
6 Months Ended
Nov. 30, 2025
May 31, 2025
Commitments and Contingencies Disclosure [Line Items]    
Estimated liability, measurement period, years 15 years  
Estimated liability costs of remediation, current $ 100  
Environmental Loss Contingency, Current, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Current  
Estimated liability costs of remediation, non current   $ 816
Environmental Loss Contingency, Noncurrent, Statement of Financial Position [Extensible Enumeration]   Other Liabilities, Noncurrent
v3.25.4
Derivatives and Fair Value - Additional Information (Detail) - USD ($)
$ in Thousands
6 Months Ended
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2026
May 31, 2025
Nov. 30, 2022
Derivative [Line Items]          
Accumulated other comprehensive loss   $ (25,609)   $ (28,898)  
Scenario Forecast [Member]          
Derivative [Line Items]          
Accumulated other comprehensive loss     $ (950)    
Cash Flow Hedging [Member] | Base Rate          
Derivative [Line Items]          
Derivative fixed interest rate 1.375%        
Not Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Foreign Exchange Contract [Member]          
Derivative [Line Items]          
Derivative, notional amount   $ 50,418   $ 65,023  
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member]          
Derivative [Line Items]          
Derivative, notional amount         $ 250,000
Decrease in notional amount $ 200,000        
Derivatives, maturity date   Jun. 30, 2027      
Derivative fixed interest rate 4.215%        
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Prime Rate          
Derivative [Line Items]          
Derivative fixed interest rate 1.75%        
v3.25.4
Derivatives and Fair Value - Schedule of Other Derivatives Not Designated As Hedging Instruments Statements of Financial Performance And Financial Position Location (Detail) - Not Designated as Hedging Instrument [Member] - Forward Contracts [Member] - USD ($)
$ in Thousands
Nov. 30, 2025
May 31, 2025
Other Current Liabilities [Member]    
Derivative [Line Items]    
Foreign currency forward contracts, net   $ (407)
Other Current Assets [Member]    
Derivative [Line Items]    
Foreign currency forward contracts, net $ 76  
v3.25.4
Derivatives and Fair Value - Schedule of Gain Loss From Derivatives Not Designated As Hedging Instruments Statements of Financial Performance And Location (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
Not Designated as Hedging Instrument [Member] | Forward Contracts [Member] | Other Net [Member]        
Derivative [Line Items]        
Foreign currency forward contracts $ (254) $ 349 $ (121) $ (285)
v3.25.4
Derivatives and Fair Value - Summary of Interest Rate Swaps on Recurring Basis Using Observable Market Inputs for Similar Assets or Liabilities (Details) - Designated as Hedging Instrument [Member] - Interest Rate Swap [Member] - USD ($)
$ in Thousands
Nov. 30, 2025
May 31, 2025
Other Current Liabilities [Member]    
Derivative [Line Items]    
Interest rate swaps $ (1,250) $ (369)
Other Noncurrent Liabilities [Member]    
Derivative [Line Items]    
Interest rate swaps $ (895) $ (1,290)
v3.25.4
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Loss Changes by Component, Net of Related Tax (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2025
Nov. 30, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning Balance $ 2,118,649 $ 3,135,192 $ 2,071,254 $ 3,144,142
Ending Balance 2,104,488 2,669,070 2,104,488 2,669,070
Accumulated Other Comprehensive Loss        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning Balance (23,485) (31,421) (28,898) (30,021)
Ending Balance (25,609) (44,745) (25,609) (44,745)
Foreign Currency Translation Adjustment        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning Balance (21,820) (29,426) (27,637) (31,885)
Other comprehensive gain (loss) before reclassifications (2,159) (14,576) 3,757 (12,117)
Amounts reclassified from accumulated other comprehensive loss 0 0 (99) 0
Ending Balance (23,979) (44,002) (23,979) (44,002)
Fair Value of Derivatives Changes        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning Balance (1,665) (1,995) (1,261) 1,864
Other comprehensive gain (loss) before reclassifications 51 1,644 (268) (1,627)
Amounts reclassified from accumulated other comprehensive loss (16) (392) (101) (980)
Ending Balance $ (1,630) $ (743) $ (1,630) $ (743)