Inotiv (NOTV) strategy chief has shares sold to cover RSU taxes

Rhea-AI Filing Summary

Inotiv, Inc. Chief Strategy Officer John E. Sagartz reported an automatic sale of company stock to cover taxes on vested restricted stock units. On this transaction date, 2,119 shares of common stock were sold at an average price of $0.2908 per share under a pre-set Rule 10b5-1 instruction. Following this tax-withholding sale, Sagartz directly held 735,697 shares of Inotiv common stock.

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

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

X

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^*

Sagartz John E

(Last) (First) (Middle)

2701 KENT AVENUE

(Street)

WEST LAFAYETTE 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		S		2,119(1)	D	$0.2908	735,697	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. Represents shares automatically sold by the Company on behalf of the reporting person to satisfy tax withholding obligations upon the vesting and settlement of restricted stock units, which sale was made pursuant to a Rule 10b5-1 instruction entered into by the reporting person during the period from September 11, 2024 to October 9, 2024.

	/s/ Beth Taylor, Attorney-in-Fact for John E. Sagartz	02/19/2026
	** 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).
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FAQ

What insider transaction did Inotiv (NOTV) report for John E. Sagartz?

Inotiv (NOTV) reported that Chief Strategy Officer John E. Sagartz had 2,119 common shares automatically sold. The sale satisfied tax withholding obligations triggered by the vesting and settlement of restricted stock units, under a previously entered Rule 10b5-1 trading instruction.

At what price were John E. Sagartz’s Inotiv (NOTV) shares sold?

The reported Inotiv (NOTV) transaction shows 2,119 common shares sold at an average price of $0.2908 per share. This automatic sale occurred to cover tax withholding obligations related to vested restricted stock units, according to the disclosed footnote.

How many Inotiv (NOTV) shares does John E. Sagartz hold after the sale?

After the tax-related sale, John E. Sagartz directly holds 735,697 Inotiv (NOTV) common shares. The transaction did not represent a discretionary open-market sell-down but an automatic sale to satisfy tax withholding on restricted stock unit vesting.

Why were Inotiv (NOTV) shares sold on behalf of John E. Sagartz?

The shares were sold automatically by Inotiv (NOTV) to satisfy tax withholding obligations from the vesting and settlement of restricted stock units. The sale followed a Rule 10b5-1 instruction that Sagartz entered during a specified period in 2024.

Was the Inotiv (NOTV) insider sale by John E. Sagartz part of a Rule 10b5-1 plan?

Yes. The footnote states the sale was executed pursuant to a Rule 10b5-1 instruction. John E. Sagartz entered this instruction during the period from September 11, 2024 to October 9, 2024 to handle tax withholding on vested restricted stock units.