Auto tax sale of 113,297 Inotiv (NOTV) shares by CEO Leasure

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Inotiv President and CEO Robert Leasure Jr. had 113,297 shares of common stock automatically sold on February 2, 2026 at a weighted average price of $0.5034 per share to satisfy tax withholding obligations on vested restricted stock units.

Following this sell-to-cover transaction, he directly beneficially owned 1,273,025 common shares. An additional 105,000 shares are held by an entity for which he is the majority security holder, and he disclaims beneficial ownership of those shares except to the extent of his pecuniary interest.

Insider Trade Summary

Net Seller: 113,297 shares ($57,034)

Net Sell 2 txns

Insider Leasure Robert Jr.

Role President and CEO

Sold 113,297 shs ($57K)

Type	Security	Shares	Price	Value
Sale	Common Stock	113,297	$0.5034	$57K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,273,025 shares (Direct); Common Stock — 105,000 shares (Indirect, See Footnote)

Footnotes (1)

Represents shares automatically sold by the Company on behalf of the reporting person pursuant to a non-discretionary sell-to-cover provision in the award agreement to satisfy tax withholding obligations upon the vesting and settlement of restricted stock units held by the reporting person. Reflects the weighted average price of 113,297 shares of common stock of Inotiv, Inc. sold by reporting person in multiple transactions on February 2, 2026 with sales prices ranging from $0.4919 to $0.5322 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. These shares are held by an entity for which the reporting person is the majority security holder. Except to the extent of his pecuniary interest therein, the reporting person disclaims beneficial ownership of these shares.

Form 4 Insider Transactions: What Each Field Means →

02/03/2026 - 04:14 PM

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Leasure Robert Jr.

(Last)

(First)

(Middle)

2701 KENT AVENUE

(Street)

WEST LAFAYETTE

47906

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Inotiv, Inc. [ NOTV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2026		S		113,297⁽¹⁾	D	$0.5034⁽²⁾	1,273,025	D
Common Stock								105,000	I	See Footnote⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares automatically sold by the Company on behalf of the reporting person pursuant to a non-discretionary sell-to-cover provision in the award agreement to satisfy tax withholding obligations upon the vesting and settlement of restricted stock units held by the reporting person.

2. Reflects the weighted average price of 113,297 shares of common stock of Inotiv, Inc. sold by reporting person in multiple transactions on February 2, 2026 with sales prices ranging from $0.4919 to $0.5322 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. These shares are held by an entity for which the reporting person is the majority security holder. Except to the extent of his pecuniary interest therein, the reporting person disclaims beneficial ownership of these shares.

	/s/ Beth Taylor, Attorney-in-Fact for Robert Leasure, Jr.	02/03/2026
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Inotiv (NOTV) disclose for February 2, 2026?

Inotiv reported that President and CEO Robert Leasure Jr. had 113,297 common shares automatically sold on February 2, 2026. The sale was a non-discretionary sell-to-cover transaction to satisfy tax withholding obligations tied to vesting restricted stock units.

At what price were Robert Leasure Jr.’s Inotiv (NOTV) shares sold?

The 113,297 Inotiv common shares were sold at a weighted average price of $0.5034 per share. Individual sale prices on February 2, 2026 ranged from $0.4919 to $0.5322 per share across multiple transactions executed to cover tax withholding.

Was the Inotiv (NOTV) CEO’s February 2026 stock sale discretionary?

No, the sale was not discretionary. The 113,297 shares were automatically sold by the company under a non-discretionary sell-to-cover provision, specifically to satisfy tax withholding due on the vesting and settlement of restricted stock units granted to Robert Leasure Jr.

How many Inotiv (NOTV) shares does the CEO own after the reported transaction?

After the February 2, 2026 transaction, Robert Leasure Jr. beneficially owned 1,273,025 Inotiv common shares directly. This figure reflects his holdings following the automatic sell-to-cover share sale executed to meet his tax withholding obligations on vested restricted stock units.

What are the indirectly held Inotiv (NOTV) shares associated with the CEO?

An additional 105,000 Inotiv common shares are held by an entity for which Robert Leasure Jr. is the majority security holder. He disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest, meaning his economic stake in that entity’s holdings.

Who is the reporting person in this Inotiv (NOTV) Form 4 filing?

The reporting person is Robert Leasure Jr., who serves as Inotiv’s President, CEO, and a director. The Form 4 details his automatic sell-to-cover stock transaction and his resulting direct and indirect beneficial ownership positions in the company’s common stock.