Court preliminarily approves Inotiv (NASDAQ: NOTV) derivative case deal

Rhea-AI Filing Summary

Inotiv, Inc. reported that a federal court has issued a preliminary approval order for a proposed settlement of consolidated stockholder derivative actions in federal and Indiana state court. Under the proposed settlement, the company will implement certain corporate governance measures and receive a $2,490,000 payment for its benefit funded entirely by available insurance, which it plans to use as part of a payment to members of a putative class in a related securities class action settlement.

Plaintiffs in the derivative cases will also seek court-approved attorneys’ fees of up to $2,250,000, which the company expects to be fully paid by insurance. A final approval hearing is scheduled for March 18, 2026, and the stipulation states there is no admission of liability by the defendants or the company.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 7, 2026

INOTIV, INC.

(Exact name of registrant as specified in its charter)

Indiana

0-23357

35-1345024

(State or other jurisdiction of  incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2701 KENT AVENUE WEST LAFAYETTE,INDIANA						47906-1382
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (765) 463-4527

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange  on which registered

Common Shares

NOTV

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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 13(a) of the Exchange Act. o

Item 8.01. Other Events.

On January 7, 2026, the United States District Court for the Northern District of Indiana (the “Court”) issued an order (the “Preliminary Approval Order”) providing for preliminary approval of the proposed settlement of the consolidated derivative action pending in the United States District Court for the Northern District of Indiana, captioned In re Inotiv Stockholder Derivative Litigation, Case No. 4:22-cv-64-PPS-AZ, and the consolidated derivative litigation pending in the State of Indiana Tippecanoe County Circuit Court, captioned Whitfield v. Gregory C. Davis, et al., Case No. 79C01-2304-PL-000048 (Tippecanoe Circuit Court) (together, the “Derivative Actions” and the proposed settlement, the “Proposed Derivative Settlement”). Inotiv, Inc. (the “Company”) is named as a nominal defendant in the Derivative Actions.

The terms of the Proposed Derivative Settlement are set forth in a Stipulation of Settlement, dated December 18, 2025 (the “Stipulation”), attached hereto as Exhibit 99.1 and incorporated by reference herein. Pursuant to the Preliminary Approval Order, the Company is publishing the Notice of Proposed Derivative Settlement, which is attached hereto as Exhibit 99.2 and incorporated by reference herein.

The Court has scheduled the final approval hearing in respect of the Proposed Derivative Settlement for March 18, 2026 at 9:00 a.m. Subject to final approval of the Proposed Derivative Settlement by the Court, the Stipulation will fully resolve the Derivative Actions, including all claims against the individual defendants and the Company as a nominal defendant. The Proposed Derivative Settlement includes the institution and maintenance of certain corporate governance measures by the Company, as well as a payment for the benefit of the Company, funded by available insurance, in an amount of $2,490,000, which the Company will use as part of a payment to the members of the putative class in connection with the proposed settlement of a securities class action lawsuit against the Company. Plaintiffs in the Derivative Actions will, in addition, seek attorneys’ fees in an amount not to exceed $2,250,000, subject to court approval. The Company expects any award of attorneys’ fees to be fully funded by available insurance. The Stipulation contains no admission of liability by the defendants or the Company.

For additional information about the proposed settlement, stockholders may review the Stipulation attached hereto as Exhibit 99.1 and as posted on the Company’s investor relations website. The foregoing summary description of the Stipulation is qualified in its entirety by the full text of such document.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
99.1						Stipulation of Settlement
99.2						Notice of Proposed Derivative Settlement
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						INOTIV, INC.
Date:			January 16, 2026			By:			/s/ Beth A. Taylor
									Chief Financial Officer,
									Executive Vice President

FAQ

What did Inotiv (NOTV) announce in this 8-K filing?

Inotiv disclosed that a federal court issued a Preliminary Approval Order for a proposed settlement of consolidated stockholder derivative actions pending in federal and Indiana state courts, with terms set out in a Stipulation of Settlement dated December 18, 2025.

How much is the proposed payment in the Inotiv derivative settlement and who funds it?

The proposed settlement includes a $2,490,000 payment for the benefit of Inotiv, which will be funded by available insurance. The company plans to use this amount as part of a payment to members of the putative class in connection with a proposed securities class action settlement.

What attorneys’ fees are being sought in the Inotiv derivative actions?

Plaintiffs in the derivative actions will seek attorneys’ fees in an amount not to exceed $2,250,000, subject to court approval, and Inotiv expects any fee award to be fully funded by available insurance.

When is the final approval hearing for the Inotiv proposed derivative settlement?

The court has scheduled the final approval hearing for the proposed derivative settlement on March 18, 2026 at 9:00 a.m.

Does the Inotiv derivative settlement include an admission of liability?

No. The Stipulation of Settlement states that it contains no admission of liability by the individual defendants or by Inotiv as the nominal defendant.

What non-monetary terms are included in the Inotiv proposed derivative settlement?

The proposed settlement includes the institution and maintenance of certain corporate governance measures by Inotiv, in addition to the insurance-funded monetary payment and potential attorneys’ fees.

Where can Inotiv stockholders find more details about the derivative settlement?

Stockholders can review the Stipulation of Settlement (Exhibit 99.1) and the Notice of Proposed Derivative Settlement (Exhibit 99.2), which are filed with the report and posted on Inotiv’s investor relations website.