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Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NEOGEN CORPORATION

(Exact name of Registrant as specified in its charter)

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Michigan		38-2364843
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number.)

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620 Lesher Place, Lansing, Michigan		48912
(Address of principal executive offices)		(Zip code)

Neogen Corporation Amended and Restated Omnibus Incentive Plan

(Full Title of the Plan)

Jennifer Evans Stacey

Senior Vice President and Chief Legal & Compliance Officer, Corporate Secretary

Neogen Corporation

620 Lesher Place

Lansing, Michigan 48912

(Name and address of agent for service)

(517) 372-9200

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN PROSPECTUS

The documents containing the information required in this Part I will be delivered to the participants in the Plan, as specified in Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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Item 3.	Incorporation of Documents By Reference.

The following documents filed with the Commission by Neogen Corporation (the “Registrant”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:

(a) \tThe Registrant’s latest Annual Report on Form 10-K filed with the Commission;

(b)\tAll other reports or documents filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referenced in (a) above; and

(c)\tThe description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement filed pursuant to Section 12 of the Exchange Act.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Notwithstanding anything herein, the Registrant is not incorporating by reference any information in any filing made by the Registrant with the Commission that is expressly furnished rather than filed, including all information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless, and to the extent, specified in any such filing.

Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein by reference modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 4.	Description of Securities.

Not applicable.

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Item 5.	Interests of Named Experts and Counsel.

Not applicable.

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Item 6.	Indemnification of Directors and Officers.

The Registrant’s articles of incorporation provide that a director of the Registrant will not be liable to the Registrant or its shareholders for monetary damages for any breach of the director’s fiduciary duty in connection with any action or omission on the part of the director, except for liability for (i) financial benefits to which the director was not entitled, (ii) intentional infliction of harm on the Registrant or its shareholders, (iii) improper distributions or loans in violation of Section 551 of the Michigan Business Corporation Act (the “MBCA”), or (iv) intentional criminal acts. These provisions, however, do not affect liability under the Securities Act.

The Registrant’s bylaws include provisions that require the Registrant to indemnify its directors, officers, and employees with respect to any liability arising out of such positions to the fullest extent allowable under the MBCA. The provisions of the MBCA are broad enough to permit indemnification with respect to liabilities arising under the Securities Act and Michigan Uniform Securities Act.

The limitation of liability and indemnification provisions in the Registrant’s articles of incorporation and bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against the Registrant’s directors and officers, even though such an action, if successful, might otherwise benefit the Registrant and its shareholders. However, these provisions do not limit or eliminate the Registrant’s rights, or those of any shareholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. Moreover, the provisions will not alter the liability of directors under the federal securities laws. An investment in the Registrant may, however, be adversely affected to the extent that, in a class action or direct suit, the Registrant pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

The Registrant has purchased a policy of directors’ and officers’ insurance that insures both the Registrant and its officers and directors against expenses and liabilities of the type normally insured against under such policies, including the expenses of the indemnification described above and liabilities under the Securities Act.

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Item 7.	Exemption from Registration Claimed.

Not applicable.

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Item 8.	Exhibits.



Exhibit No.		Description

4.1		Restated Articles of Incorporation filed February 14, 2000, as amended on November 23, 2011 (incorporated by reference to Exhibit 3.1 to the Quarterly Report filed December 30, 2011).

4.2		Certificate of Amendment to Articles of Incorporation filed on October 11, 2010 (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed July 30, 2020).

4.3		Certificate of Amendment to Articles of Incorporation filed on November 20, 2018 (incorporated by reference to Exhibit 3 to the Quarterly Report on Form 10-Q filed December 28, 2018).

4.4		Certificate of Amendment to Articles of Incorporation filed on March 14, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed March 17, 2022).

4.5		Certificate of Amendment to Articles of Incorporation filed on September 1, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed September 1, 2022).

4.6		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed October 31, 2023).

5.1		Opinion of Varnum LLP.

23.1		Consent of Independent Registered Public Accounting Firm BDO USA, LLP.

23.2		Consent of Varnum LLP (included in the opinion filed as Exhibit 5.1 to this registration statement.)

24		Power of Attorney

99		Neogen Corporation Amended and Restated Omnibus Incentive Plan (Effective October 1, 2026) (incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed August 21, 2026).

107		Filing Fee Table.

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Item 9.	Undertakings.

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(a)	The Registrant hereby undertakes:

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company