[8-K] INSTALLED BUILDING PRODUCTS, INC. Reports Material Event

Rhea-AI Filing Summary

Installed Building Products, Inc. reported that on August 19, 2025 it entered a privately negotiated share repurchase agreement to buy 200,000 shares of its common stock from PJAM IBP Holdings, Inc., an Edwards family entity whose shares are beneficially owned by Chief Executive Officer Jeff Edwards. The company stated the per-share price was $257.38 (reflecting a 3% discount to the last reported sale) for a total purchase price of $51,476,000, to be funded from the company’s cash on hand. The repurchase was approved by the Board of Directors and the Audit Committee and the full agreement is filed as Exhibit 10.1.

Insights

Corporate Governance Expert

TL;DR: A material related-party repurchase approved by the board raises governance scrutiny despite formal committee approval.

The transaction is a clearly disclosed related-party share repurchase: the seller is an Edwards family entity and the CEO is the beneficial owner of the selling stockholder. The board and Audit Committee approved the deal and the company filed the repurchase agreement as an exhibit, which aligns with disclosure requirements. Investors should note the explicit related-party nature and that the company used cash on hand to fund the purchase, but the filing does not disclose valuation fairness procedures or any third-party fairness opinion in the provided text.

Financial Analyst

TL;DR: The company is spending $51.48 million of cash to repurchase 200,000 shares at $257.38 per share from an insider-linked holder.

This repurchase reduces outstanding shares by the specified amount and will be funded from cash on hand, per the filing. The filing specifies the per-share price and total consideration but does not state pro forma cash balance, the percentage of float represented by the repurchase, or effects on EPS. The explicit figures allow simple calculations but the document lacks broader financial context.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 19, 2025

Date of Report (date of earliest event reported)

___________________________________

Installed Building Products, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-36307 (Commission File Number)			45-3707650 (I.R.S. Employer Identification Number)
495 South High Street, Suite 50, Columbus, OH 43215
(Address of principal executive offices and zip code)
614-221-3399
(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock			IBP			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01    Entry into a Material Definitive Agreement.

On August 19, 2025, Installed Building Products, Inc. (the “Company”), as part of the Company’s previously announced stock buyback program, entered into a share repurchase agreement (the “Share Repurchase Agreement”) with PJAM IBP Holdings, Inc. (the “Stockholder”) for the purchase of 200,000 shares of its common stock, par value $0.01 per share, of the Company (the “Common Stock”) in a privately-negotiated transaction (the “Share Repurchase”). Jeff Edwards, our Chief Executive Officer, has beneficial ownership of the shares held by the Stockholder, an Edwards family entity.

The price per share for the Share Repurchase equals $257.38, which was the last reported sales price of the Company’s Common Stock on August 18, 2025, less a discount of 3%, for a total purchase price of $51,476,000. The repurchase will be funded from the Company’s cash on hand. The Share Repurchase was approved by the Company's Board of Directors and Audit Committee.

The foregoing description is qualified in its entirety by reference to the full text of the Share Repurchase Agreement, which is filed as Exhibit 10.1, to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.						Description
10.1						Share Repurchase Agreement, dated August 19, 2025, by and between Installed Building Products, Inc. and PJAM IBP Holdings, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 20th day of August, 2025.

INSTALLED BUILDING PRODUCTS, INC.
By:			/s/ Michael T. Miller
Name:			Michael T. Miller
Title:			Chief Financial Officer

FAQ

What did Installed Building Products (IBP) announce in this 8-K?

The company announced a privately negotiated repurchase of 200,000 shares from PJAM IBP Holdings, Inc. for a total of $51,476,000.

Who is selling the shares to IBP?

The selling stockholder is PJAM IBP Holdings, Inc., an Edwards family entity whose shares are beneficially owned by CEO Jeff Edwards.

What price will IBP pay per share and how was that price determined?

The per-share price is stated as $257.38, described as the last reported sales price on August 18, 2025 less a 3% discount.

How will the repurchase be funded?

The filing states the repurchase will be funded from the company’s cash on hand.

Did IBP obtain board approval for the repurchase?

Yes. The filing states the repurchase was approved by the Board of Directors and the Audit Committee.