FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 forthe quarterly period ended December 31, 2025 ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 forthe transition period from ___________ to _____________. Commission File Number 000-23357 INOTIV, INC. (Exact name of the registrant as specified in its charter) INDIANA(State or other jurisdiction of incorporation or organization)35-1345024(I.R.S. Employer Identification No.) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerAccelerated filerNon-accelerated filerSmaller ReportingCompanyEmerging growthcompany If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). As of January30, 2026, 34,394,971of the registrant's common shares were outstanding. TABLE OF CONTENTS PagePART IFINANCIAL INFORMATIONItem 1Unaudited Condensed Consolidated Financial Statements:Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and September 30, 20254Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2025 and 2024(Unaudited)5Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended December 31, 2025and 2024 (Unaudited)6Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended December 31, 2025and 2024 (Unaudited)7Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2025 and 2024(Unaudited)8Notes to Unaudited Condensed Consolidated Financial Statements10Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations35Item 3Quantitative and Qualitative Disclosures about Market Risk51Item 4Controls and Procedures52PART IIOTHER INFORMATIONItem 1Legal Proceedings54Item 1ARisk Factors54Item 2Unregistered Sales of Equity Securities and Use of Proceeds55Item 3Defaults Upon Senior Securities55Item 4Mine Safety Disclosures55Item 5Other Information55Item 6Exhibits56Signatures57 INOTIV, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(in thousands, except share amounts) INOTIV, INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(in thousands)(unaudited) Three Months EndedDecember 31,20252024Consolidated net loss$(28,378)$(27,630)Foreign currency translation(4)(2,130)Defined benefit plan:Pension cost amortization7166Foreign currency translation(94)(249)Other comprehensive loss, net of tax(27)(2,313)Consolidated comprehensive loss(28,405)(29,943) INOTIV, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)(unaudited) Index to Unaudited Condensed Consolidated Financial Statements PageNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS101. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION102. REVENUE FROM CONTRACTS WITH CLIENTS133. SEGMENT AND GEOGRAPHIC INFORMATION144. DEBT175. SUPPLEMENTAL BALANCE SHEET INFORMATION256. DEFINED BENEFIT PLAN287. OTHER OPERATING EXPENSE288. LEASES289. EQUITY, STOCK-BASED COMPENSATION AND LOSS PER SHARE3010. INCOME TAXES3111. CONTINGENCIES AND COMMITMENTS32 INOTIV, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands except share amounts, unless otherwise indicated)(unaudited)1.DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Inotiv, Inc. and its subsidiaries (“we,” “our,” “us,” the “Company,” and “Inotiv”) comprise a leading contract research organization(“CRO”) dedicated to providing nonclinical and analytical drug discovery and development services primarily to the pharmaceuticaland medical device industries and selling a range of research-quality animals and diets to the s