Inotiv insider 10b5-1 sale: 2,000 shares at $1.67, ownership 147,102

Rhea-AI Filing Summary

Inotiv, Inc. (NOTV) director R. Matthew Neff sold 2,000 shares of common stock on 09/02/2025 under a pre-established Rule 10b5-1 trading plan. The reported weighted average sale price was $1.6688 per share, with individual sale prices ranging from $1.6550 to $1.6900. After the transactions, Neff beneficially owns 147,102 shares. The Form 4 was signed by Beth Taylor as attorney-in-fact on 09/04/2025 and includes an undertaking to provide per-price sale detail to regulators or holders upon request.

Positive

• Sale executed under a Rule 10b5-1 trading plan, reducing concerns about opportunistic trading
• Timely and transparent disclosure with an undertaking to provide per-price sale details upon request

Negative

• Insider reduced holdings by 2,000 shares, leaving 147,102 shares beneficially owned

Insights

Corporate Governance Expert

TL;DR: Insider sale follows an established 10b5-1 plan and was disclosed promptly, indicating procedural compliance but a reduced insider stake.

The sale of 2,000 shares by a company director was executed pursuant to a Rule 10b5-1 plan adopted on February 13, 2025, which generally limits questions about trading intent. The filing shows a modest reduction in beneficial ownership to 147,102 shares. From a governance perspective, timely disclosure and the attorney-in-fact signature demonstrate adherence to reporting requirements.

Securities Analyst

TL;DR: This is a routine, limited insider sale under a pre-established plan with immaterial immediate market impact.

The transaction involved 2,000 shares at a weighted average price of $1.6688 on September 2, 2025. Given the remaining holding size reported and the small trade relative to total shares outstanding (not provided in this form), the disposal appears immaterial to company capitalization. The filer offers to disclose per-price details to regulators, which supports transparency.

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^*

Neff R Matthew

(Last) (First) (Middle)

2701 KENT AVENUE

(Street)

WEST LAFAYETTTE IN 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/02/2025		S(1)		2,000	D	$1.6688(2)	147,102	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 (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 13, 2025.

2. Reflects the weighted average price of 2,000 common shares sold by the reporting person in multiple transactions on September 2, 2025 with sale prices ranging from $1.6550 to $1.6900 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.

	/s/ Beth Taylor, Attorney-in-Fact for R. Matthew Neff	09/04/2025
	** 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.

FAQ

What did NOTV insider R. Matthew Neff do on 09/02/2025?

He sold 2,000 common shares on 09/02/2025 pursuant to a Rule 10b5-1 trading plan.

At what price were the NOTV shares sold by the reporting person?

The weighted average sale price was $1.6688 per share, with individual sales ranging from $1.6550 to $1.6900.

How many NOTV shares does R. Matthew Neff own after the reported transactions?

Following the sale, he beneficially owns 147,102 shares.

Was the sale part of a pre-existing trading plan?

Yes. The shares were sold under a Rule 10b5-1 trading plan adopted on February 13, 2025.

Who signed the Form 4 for R. Matthew Neff?

The Form 4 was signed by Beth Taylor, Attorney-in-Fact on 09/04/2025.