Inotiv, Inc. 8-K

What Happened
Inotiv, Inc. announced that on January 7, 2026 the U.S. District Court for the Northern District of Indiana issued a Preliminary Approval Order for a proposed settlement of consolidated derivative litigation (In re Inotiv Stockholder Derivative Litigation and Whitfield v. Gregory C. Davis, et al.). The Stipulation of Settlement is dated December 18, 2025 and the Court set a final approval hearing for March 18, 2026 at 9:00 a.m. The Company is named as a nominal defendant in the Derivative Actions and has published the Notice of Proposed Derivative Settlement.

Key Details

• Proposed payment for the benefit of the Company: $2,490,000, funded by available insurance, to be used in part as a payment to members of a related securities class action settlement.
• Plaintiffs may seek attorneys’ fees up to $2,250,000 (subject to court approval); the Company expects any fee award to be funded by insurance.
• The settlement includes the adoption and maintenance of certain corporate governance measures by Inotiv.
• The Stipulation contains no admission of liability by the Company or individual defendants; final resolution is subject to court approval on March 18, 2026.

Why It Matters
This filing signals a likely resolution of the consolidated derivative suits against Inotiv and certain individuals, subject to final court approval. The direct cash impact to the company appears limited because the $2.49M payment and expected attorneys’ fees are to be covered by available insurance, but the settlement also imposes corporate governance changes that could affect oversight and compliance practices going forward. Investors should note the March 18, 2026 final approval date and can review the Stipulation (Exhibit 99.1) and Notice (Exhibit 99.2) on the company’s investor relations site for full terms.