Inotiv (NOTV) CFO has 2,888 shares sold to cover RSU taxes

Rhea-AI Filing Summary

Inotiv, Inc.’s Chief Financial Officer Beth A. Taylor reported an automatic share sale related to tax withholding. On the transaction date, 2,888 shares of common stock were sold at an average price of $0.2929 per share to satisfy tax obligations upon vesting of restricted stock units.

The sale was executed by the company under a pre-arranged Rule 10b5-1 instruction entered into during the period from September 11, 2024 to October 9, 2024. After this transaction, Taylor’s directly held stake stands at 145,480 common shares.

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^*

Taylor Beth A.

(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 Financial 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		2,888(1)	D	$0.2929	145,480	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	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).
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 Inotiv (NOTV) disclose in this Form 4 filing?

Inotiv disclosed that its Chief Financial Officer, Beth A. Taylor, had 2,888 common shares sold to cover tax withholding from vesting restricted stock units. The sale used a pre-established Rule 10b5-1 instruction and was not a discretionary open-market investment decision.

How many Inotiv (NOTV) shares did the CFO sell and at what price?

Beth A. Taylor had 2,888 Inotiv common shares sold at an average price of $0.2929 per share. These shares were sold automatically to satisfy tax withholding obligations tied to the vesting and settlement of restricted stock units granted to her.

Why were Beth A. Taylor’s Inotiv (NOTV) shares sold in this transaction?

The shares were sold to satisfy tax withholding obligations arising when her restricted stock units vested and settled. The company executed the sale automatically on her behalf under a pre-arranged Rule 10b5-1 trading instruction entered during September–October 2024.

How many Inotiv (NOTV) shares does the CFO hold after this Form 4 transaction?

Following the tax-related sale, Beth A. Taylor directly holds 145,480 shares of Inotiv common stock. This figure reflects her remaining ownership after the 2,888 shares were sold to cover required withholding taxes on vested restricted stock units.

Was the Inotiv (NOTV) CFO’s share sale a discretionary open-market sale?

The sale was not a discretionary open-market decision. It was an automatic sale executed by the company to cover tax withholding on vested restricted stock units, carried out under a pre-arranged Rule 10b5-1 instruction established in 2024.