Sec Form 4/A Filing - Smith Christopher M @ NEOGENOMICS INC - 2024-05-11

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Smith Christopher M 2. Issuer Name and Ticker or Trading Symbol NEOGENOMICS INC [ NEO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 9490 NEOGENOMICS WAY 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2024 (Street) FORT MYERS, FL33912 4. If Amendment, Date Original Filed (MM/DD/YY) 05/14/2024 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/11/2024 M 48,063 A $ 0 ( 1 ) 650,282 D Common Stock 05/11/2024 F 18,913 ( 2 ) D $ 14.86 631,369 ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Res tricted Stock Unit $ 0 05/11/2024 M 48,063 ( 4 ) ( 5 ) Common Stock 48,063 $ 0 96,127 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Christopher M 9490 NEOGENOMICS WAY FORT MYERS, FL33912 Chief Executive Officer Signatures /s/ Ali Olivo, Attorney-in-Fact 12/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit is the economic equivalent of one share of NeoGenomics common stock and is converted into common stock upon vesting. ( 2 )Disposition of shares was in connection with the Issuer's withholding of common stock to satisfy tax withholding obligations related to the issuance of common stock upon release of restricted stock units. ( 3 )On May 14, 2024, the reporting person filed a Form 4 which inadvertently reported the number of shares of common stock received upon the vesting of certain of his RSUs twice. In fact, as reported in this amendment, the reporting person directly owned 631,369 shares of common stock after the vesting of 48,063 RSUs and reported withholding. The error effected the number of shares reported in Column 5 of Table I of each of the reporting person's subsequent filings on Form 4. ( 4 )On May 11, 2023, Mr. Smith was granted 144,190 restricted stock units. These restricted stock units vest ratably over the first three year anniversary dates of the grant date. ( 5 )Once vested, the shares of common stock are not subject to expiration.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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