Tax-withholding stock sale by Inotiv (NASDAQ: NOTV) CEO disclosed

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Inotiv, Inc. President and CEO Robert Jr. Leasure reported an automatic sale of 16,810 shares of common stock on February 17, 2026. The shares were sold by the company on his behalf to cover tax withholding when restricted stock units vested, under a Rule 10b5-1 instruction entered between September 11 and October 9, 2024.

The weighted average sale price was about $0.2953 per share, with individual trades between $0.29 and $0.30. After this transaction, he directly holds 1,256,215 common shares. An additional 105,000 shares are held by an entity in which he is the majority security holder, and he disclaims ownership except for his economic interest.

Insider Trade Summary

Net Seller: 16,810 shares ($4,964)

Net Sell 2 txns

Insider Leasure Robert Jr.

Role President and CEO

Sold 16,810 shs ($5K)

Type	Security	Shares	Price	Value
Sale	Common Stock	16,810	$0.2953	$5K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,256,215 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 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. Reflects the weighed average price of 16,810 shares of common stock of Inotiv, Inc. sold by the reporting person in multiple transactions on February 17, 2026 with sales prices ranging from $0.29 to $0.30 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 ownership of these shares.

Form 4 Insider Transactions: What Each Field Means →

02/19/2026 - 04:39 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)
02/17/2026

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)
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	02/17/2026		S		16,810⁽¹⁾	D	$0.2953⁽²⁾	1,256,215	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 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.

2. Reflects the weighed average price of 16,810 shares of common stock of Inotiv, Inc. sold by the reporting person in multiple transactions on February 17, 2026 with sales prices ranging from $0.29 to $0.30 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 ownership of these shares.

	/s/ Beth Taylor, Attorney-in-Fact for Robert Leasure, Jr.	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Inotiv (NOTV) report for its CEO?

Inotiv reported its CEO, Robert Jr. Leasure, had 16,810 common shares sold on his behalf. The sale covered tax withholding triggered by restricted stock units vesting and was executed under a pre-set Rule 10b5-1 trading instruction.

At what price were the 16,810 Inotiv (NOTV) shares sold?

The 16,810 Inotiv shares were sold at a weighted average price of about $0.2953 per share. Individual trades on February 17, 2026 occurred within a narrow $0.29 to $0.30 price range.

Why were Inotiv (NOTV) shares sold for CEO Robert Jr. Leasure?

The shares were automatically sold by the company on behalf of Robert Jr. Leasure to satisfy tax withholding obligations. These obligations arose when his restricted stock units vested and settled according to their original award terms.

Was the Inotiv (NOTV) CEO’s stock sale under a Rule 10b5-1 plan?

Yes. The tax-withholding sale followed a Rule 10b5-1 instruction that Robert Jr. Leasure entered between September 11 and October 9, 2024. Such plans pre-schedule trades to reduce the influence of later nonpublic information.

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

After the transaction, Robert Jr. Leasure directly holds 1,256,215 shares of Inotiv common stock. An additional 105,000 shares are held indirectly by an entity he majority owns, where he disclaims ownership beyond his pecuniary interest.

What does the indirect Inotiv (NOTV) ownership footnote mean?

The filing states 105,000 shares are held by an entity in which Robert Jr. Leasure is the majority security holder. He disclaims beneficial ownership of those shares except for his economic, or pecuniary, interest in the entity.