NEOG — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-07-30

• Neogen’s Animal Safety segment is engaged in the development, manufacture, marketing and distribution of veterinary instruments, pharmaceuticals, vaccines, topicals, parasiticides, diagnostic products, rodent control products, insect control products and genomics testing services for the worldwide a…

• Neogen’s products are marketed by our sales personnel and distributors throughout the world. Our mission is to be the leading company in fueling a brighter future for global food and animal safety and security. To meet this mission, a growth strategy consisting of the following elements has been dev…

• Neogen’s Food Safety segment is primarily engaged in the manufacturing and marketing of diagnostic solutions, test kits, consumables, and complementary products sold to food and feed producers, processors, laboratories, and regulatory agencies. These solutions are designed to help detect, monitor, a…

• Neogen’s Food Safety products include tests and solutions within the following primary categories:

• Natural Toxins & Allergens. Neogen’s natural toxins solutions are used across the milling and grain industry, including producers, laboratories, inspection agencies, and food and feed producers of all types and sizes. These products are used to detect the presence of mycotoxins in food and animal fe…

Text removed vs the prior filing · source: 10-K · 2025-07-30

• On September 1, 2022, Neogen, 3M Company (“3M”) and Neogen Food Safety Corporation, formerly named Garden SpinCo, a subsidiary created to carve out 3M’s Food Safety Division (“3M FSD”, “FSD”), closed on a transaction combining 3M’s FSD with Neogen in a Reverse Morris Trust transaction and Neogen Foo…

• Neogen’s Animal Safety segment is engaged in the development, manufacture, marketing and distribution of veterinary instruments, pharmaceuticals, vaccines, topicals, parasiticides, diagnostic products, rodent control products, cleaners, disinfectants, insect control products and genomics testing ser…

• Neogen’s products are marketed by our sales personnel and distributors throughout the world. Our mission is to be the leading company in fueling a brighter future for global food security. To meet this mission, a growth strategy consisting of the following elements has been developed: (i) increasing…

• Product trademarks and registered trademarks owned by Neogen include:

• CORPORATE: Megazyme®, Megazyme (design)®, Megazyme device (logo)®, NeoCenter™, Neogen®, Neogen flask (logo)®, Neogen and flask (logo)®

Text added vs the prior filing · source: 10-K · 2026-07-30

• On September 1, 2022, Neogen, 3M Company (“3M”) and Neogen Food Safety Corporation, formerly named Garden SpinCo, a subsidiary created to carve out 3M’s Food Safety Division (“3M FSD”), closed on a transaction combining 3M’s FSD with Neogen in a Reverse Morris Trust transaction and Neogen Food Safet…

• predict with certainty if or when the remaining synergies, growth opportunities, and other benefits will be realized, or the extent to which they will be achieved. Delays, disruptions, or higher-than-expected costs associated with the manufacturing transition could reduce or defer these benefits. Su…

• The transition of Petrifilm manufacturing operations from 3M to Neogen presents challenges, and the failure to successfully complete the transition and integrate the 3M FSD with Neogen could have a material adverse effect on our business, financial condition and results of operations. .

• Although significant progress has been made in the integration of the 3M FSD with Neogen, substantial work remains to complete the transition of Petrifilm manufacturing operations from 3M to Neogen. The successful execution of this manufacturing transition is complex and involves significant operati…

• transferring and validating manufacturing processes, equipment and capabilities;

Text removed vs the prior filing · source: 10-K · 2025-07-30

• We have realized and expect that we will continue to realize synergies, growth opportunities and other financial and operating benefits as a result of the Transaction. Our success in realizing these benefits, and the timing of their realization, depends, among other things, on the continued successf…

• The integration of the 3M Food Safety business with Neogen presents challenges, and the failure to successfully integrate the 3M Food Safety business could have a material adverse effect on our business, financial condition and results of operations.

• Although significant progress has been made to date in the integration of the 3M Food Safety business with Neogen, there is much that remains to be accomplished, particularly in the integration of the manufacturing operations of the 3M Food Safety business with Neogen. There is a significant degree …

• the integration of the 3M Food Safety business with Neogen’s current businesses while carrying on the ongoing operations of all businesses;

• managing a significantly larger company than before the consummation of the Transaction; and

Text added vs the prior filing · source: 10-K · 2026-07-30

• Elevated interest rates have led to higher borrowing costs and an increased overall cost of capital. In response to the historically high inflationary environment, we took pricing actions to mitigate the impacts on the business in prior fiscal years. Although the federal funds rate was reduced in re…

• In fiscal years 2025 and 2026, we experienced an elevated amount of inventory write-offs, due, in part, to expiration of certain inventory held at our international locations stemming from supply chain and distribution challenges in fiscal year 2024. Further, in fiscal year 2025, we experienced nega…

• With a change in administration in fiscal year 2025, there has been an economic policy shift towards increasing tariffs, which in turn has led and could lead to further retaliatory tariffs. These have increased, and may continue to increase our costs on materials imported into the U.S. and have also…

• Within the Food Safety industry, the end market generally continues to experience a lower level of food production, largely due to the cumulative effect of the significant recent inflation, particularly in food prices. However, there have been signs of sequential improvement from prior quarters and …

• In fiscal year 2025, restructuring actions in our genomics business led to voluntary revenue attrition, following our strategic shift away from lower margin business. A portion of our genomics business also serves the companion animal market, which has been experiencing weakness, primarily due to th…

Text removed vs the prior filing · source: 10-K · 2025-07-30

• Interest rates have risen sharply, particularly in fiscal year 2023, as a way to combat inflation. This increased our borrowing costs and raised the overall cost of capital. Although the federal funds rate was reduced in 2024 and we have refinanced our Term Loan and revolving line of credit, the ove…

• Beginning in the first half of fiscal year 2024, we implemented a new enterprise resource planning system and exited our transition service agreements with 3M, which led to certain shipment delays and an elevated backlog of open orders, specifically in the Food Safety segment. At the conclusion of f…

• Although we have no operations in or direct exposure to Russia, Belarus or Ukraine, we have experienced intermittent shortages in materials and increased costs for transportation, energy and raw materials due, in part, to the negative impact of the Russia-Ukraine military conflict, which began in Fe…

• Within the Food Safety industry, the end market generally continues to experience a lower level of food production, largely due to the cumulative effect of the significant recent inflation, particularly in food prices. Within Animal Safety, the end market is at or near cyclical lows. As a result, we…

• The restructuring actions undertaken in our genomics business have resulted in the voluntary attrition of revenue, following the shift in focus already made away from smaller production animals. A portion of our genomics business also serves the companion animal market, which has been experiencing w…

Text added vs the prior filing · source: 10-K · 2026-07-30

• We have exposure to market risks related to foreign currency exchange rates and interest rates as follows:

• We have foreign currency exposures related to buying, selling, and financing in currencies other than the functional currencies of our operations. We use derivative instruments, such as foreign currency forwards, to economically hedge foreign exchange rate risk associated with intercompany receivabl…

• We are exposed to foreign currency risk due to the translation of the results of certain international operations into U.S. dollars as a part of our consolidation process. Fluctuations in foreign currency exchange rates can therefore create volatility in the results of operations and may adversely a…

• The Company's primary foreign currency exposures are to the euro, British pound sterling ("GBP"), and Mexican peso. A hypothetical 10% depreciation in foreign currency exchange rates relative to the U.S. dollar as of May 31, 2026 would result in an approximate decrease in reported revenue of $44.5 m…

• As of May 31, 2026, we had no outstanding foreign currency hedging instruments.

Text removed vs the prior filing · source: 10-K · 2025-07-30

• We have interest rate and foreign exchange rate risk exposure. Our primary interest rate risk is due to potential fluctuations of interest rates for our variable rate borrowings.

• Foreign exchange risk exposure arises because we market and sell our products throughout the world. Revenues in certain foreign countries as well as certain expenses related to those revenues are transacted in currencies other than the U.S. dollar. As such, our operating results are exposed to chang…

• Foreign Currency Exchange Rate Risk. We use forward foreign exchange contracts to reduce the effect of fluctuations in foreign exchange rates on the remeasurement of foreign currency denominated receivables and payables.

• Interest Rate Risk. The Company utilizes an interest rate swap contract to create fixed interest payments on portions of its variable rate debt instrument in order to manage exposure to fluctuations in interest rates. As of May 31, 2025 and when including our interest rate swap, approximately 38.9% …

• The following table sets forth the potential loss in future earnings or fair values, resulting from hypothetical changes in relevant market rates or prices: