Installed Building Products closes $698M ODG deal
ODG generated approximately $370 million in LTM revenue, while IBP expects $6 million to $8 million in annualized run-rate cost synergies within 24 months.
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
Installed Building Products, Inc. completed its acquisition of Old Dominion Group (ODG) on November 12, 2026. The $725 million base purchase price, subject to customary adjustments and net of $27 million in transaction bonuses and management incentive funding, represented a $698 million enterprise value. Approximately 60% of closing consideration was cash and 40% stock; IBP issued 1,381,731 shares valued at $217.19 each.
ODG generated approximately $370 million in revenue and $67.9 million in Adjusted EBITDA for the LTM ended September 30, 2026. IBP reported approximately $420 million in combined LTM revenue and a commercial revenue contribution increase from approximately 20% to 28%. It expects $6 million to $8 million in annualized run-rate cost synergies within 24 months; the acquisition is expected to be immediately accretive to revenue growth, adjusted operating margins and adjusted EPS.
Performance-based inducement awards for up to 50 key non-executive employees have an aggregate target grant-date value of $180 million and a maximum potential issuance of 2,500,000 shares. Vesting depends on financial and operational milestones over three- and five-year cumulative cycles and continued service.
1 point · 1 major0 major · 0 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Major pointODG acquisition: $698 million enterprise value; approximately $420 million combined LTM revenue. 13% of market cap
Negative
- None.
Filing Explained
IBP issued fifty-four thousand eight hundred seven fully vested employee shares; former owners funded the fifteen-million-dollar award through reduced merger consideration.
With the acquisition completed, IBP issued 54,807 shares to ODG employees in addition to the 1,381,731 shares of merger consideration; these additional shares increase the common-share count and reduce existing holders’ percentage ownership absent offsets.
The agreement separately provides for
IBP also agreed to file within 30 days after closing a shelf registration statement for resale of the stock consideration and certain shares under the transaction expense-funded awards, subject to customary conditions and suspension rights.
8-K Event Classification
4 items: 1.01, 3.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Enterprise value: $698 million
Base purchase price: $725 million
Stock consideration: 1,381,731 shares at $217.19 per share
+5 more
8 metrics
Enterprise value
$698 million
ODG acquisition; net of transaction bonuses and management incentive funding
Base purchase price
$725 million
Subject to customary adjustments
Stock consideration
1,381,731 shares at $217.19 per share
Approximately 40% of closing consideration; issued to former Holdco shareholders
ODG LTM revenue
Approximately $370 million
LTM ended September 30, 2026
ODG Adjusted EBITDA
$67.9 million
LTM ended September 30, 2026
Combined LTM revenue
Approximately $420 million
Combined IBP and ODG platform
Annualized run-rate cost synergies
$6 million to $8 million
IBP expects to achieve them within 24 months
Growth award target and maximum potential issuance
$180 million aggregate target grant-date value; 2,500,000 shares
Performance-based inducement awards
Key Terms
enterprise value, Adjusted EBITDA, annualized run-rate cost synergies, performance-based award units, +1 more
5 terms
enterprise value financial
"represented an enterprise value of $698.0 million"
Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.
Adjusted EBITDA financial
"ODG generated revenue of approximately $370 million and Adjusted EBITDA"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
annualized run-rate cost synergies financial
"expects to achieve $6 million to $8 million in annualized run-rate cost synergies"
performance-based award units financial
"performance-based award units with settlement in shares"
Transaction Adjusted Net Leverage financial
"TRANSACTION ADJUSTED NET LEVERAGE RATIO CALCULATION"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was IBP's acquisition of Old Dominion Group valued at?
IBP's acquisition had a $698 million enterprise value. The $725 million base purchase price was subject to customary adjustments and net of $27 million in transaction bonuses and management incentive funding; approximately 60% of closing consideration was cash and 40% was stock.
How much revenue and Adjusted EBITDA did Old Dominion Group generate before its acquisition by IBP?
ODG generated approximately $370 million in revenue and $67.9 million in Adjusted EBITDA for the LTM ended September 30, 2026.
What are the vesting terms for IBP's ODG growth awards?
The performance-based inducement awards have an aggregate target grant-date value of $180 million and a maximum potential issuance of 2,500,000 shares. Vesting depends on financial and operational milestones measured over three- and five-year cumulative performance cycles and continued service. Awards may settle in shares or, in certain circumstances, cash.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
Date of Report (date of earliest event reported)
___________________________________
(Exact name of registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code) | ||||||||
(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 | ||||||
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 November 12, 2026 (the “Closing Date”), Installed Building Products, Inc., a Delaware corporation (the “Company”), entered into and consummated the transactions contemplated by an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Platform MSI, Inc., a Delaware corporation (“Merger Sub I”), and IBP Mechanical & Industrial Installation, LLC, a Delaware limited liability company (“Merger Sub II”), each a direct wholly owned subsidiary of the Company, 1981 Holdco, Inc., a Virginia corporation (“Holdco”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the shareholders of Holdco, and Jeff Davoud, an individual, solely for purposes of certain enumerated sections of the Merger Agreement. Holdco conducts its business through its subsidiaries, including Old Dominion Insulation, Inc. and Old Dominion Firestopping, L.L.C. (all such subsidiaries, collectively with Holdco, “Old Dominion Group” or “ODG”).
ODG is a leading mechanical and industrial installer of insulation, firestopping and other complementary products, serving customers in high-growth commercial end markets, including healthcare, education, manufacturing, industrial facilities and data centers, and operating under its recognized regional brands.
Pursuant to the Merger Agreement, Merger Sub I merged with and into Holdco, with Holdco as the surviving corporation, and promptly thereafter, Holdco merged with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of the Company (together, the “Merger,” and the Company’s resulting acquisition of ODG, the “Acquisition”). The parties intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
The consideration payable in the Merger is based on a base purchase price of $725.0 million, subject to customary adjustments for cash, net working capital, indebtedness and transaction expenses of ODG, and less, among other amounts, a $3.0 million indemnity escrow and a $10.0 million adjustment escrow. Net of $27.0 million in transaction bonuses and management incentive funding payable in connection with the closing, the base purchase price represents an enterprise value of $698.0 million. Approximately 60% of the closing merger consideration was paid in cash and approximately 40% was paid through the issuance of 1,381,731 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock,” and such shares, the “Stock Consideration”), having a per share value of $217.19, which was based upon the average of the daily volume-weighted average price per share of Common Stock on the New York Stock Exchange during regular trading hours, as reported by Bloomberg L.P., for each of the 10 consecutive trading days ending on and including the second trading day immediately preceding the Closing Date. The Company funded the cash payments with cash on hand, including proceeds of its 2026 Incremental Term Loans, as described in the Company’s Current Report on Form 8-K filed on October 27, 2026.
The Merger Agreement contains customary representations, warranties and covenants. The Company obtained a buy-side representations and warranties insurance policy in connection with the Merger, subject to certain retentions, exclusions and limitations.
The Company has agreed to file, within 30 days after the Closing Date, a shelf registration statement covering the resale of the Stock Consideration and certain shares issued under the transaction expense-funded management incentive awards described below and, later, shelf registration statements covering resale of certain shares issued under the growth bonus pools described below, in each case, subject to customary conditions and suspension rights.
In addition, pursuant to the Merger Agreement, the Company established management incentives providing for: (i) $15.0 million of fully vested shares of Common Stock issued to key employees of ODG on the Closing Date, which was funded by the former shareholders of Holdco through a reduction of the merger consideration (the “transaction expense-funded management incentive awards”), (ii) $15.0 million of performance-based shares of Common Stock for key employees of ODG, and (iii) two growth bonus pools for key employees of ODG. As a material inducement to the continued service of key ODG employees following the Acquisition, the Compensation Committee of the Company’s Board of Directors approved growth bonus pool awards to up to 50 key non-executive employees who joined the Company in connection with the Acquisition and are accredited investors, none of whom are an executive officer of the Company, in reliance on the employment inducement exemption under New York Stock Exchange Rule 303A.08. Growth bonus pool awards to key employees of ODG who are not accredited investors will be granted under the Company’s 2023 Omnibus Incentive Plan and are subject to the number of shares available for issuance thereunder. The growth bonus pool awards consist of performance-based award units with settlement in shares of Common Stock (or, in certain circumstances, cash), with an aggregate target grant-date value of $180 million and a maximum potential issuance of 2,500,000 shares of Common Stock to be earned under the inducement awards. The vesting and value of such performance units are subject to: (i) the achievement of rigorous financial and operational milestones measured over three- and five-year cumulative performance cycles, and (ii) the applicable participant’s continued operational service through the applicable vesting and settlement dates, as well as the terms and conditions of the applicable award agreements.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The representations, warranties and covenants in the Merger Agreement were made solely for purposes of the Merger Agreement and solely for the benefit of the parties thereto as of specific dates, may be subject to limitations agreed by the parties, including confidential disclosure schedules, and may apply standards of materiality different from those applicable to investors. In addition, certain representations and warranties may have been made for the purpose of allocating contractual risk between the parties rather than establishing matters as facts. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Holdco or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.
On the Closing Date, the Company issued 1,381,731 shares of Common Stock as Stock Consideration to the former shareholders of Holdco and 54,807 shares of Common Stock to key employees of ODG who are “accredited investors” (as defined below) under the transaction expense-funded management incentive awards described in Item 1.01. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder, on the basis that, among other things, each recipient represented that it is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and the issuance did not involve a public offering. Shares of Common Stock issued under the management incentive awards to key employees who are not accredited investors were granted under the Company’s 2023 Omnibus Incentive Plan, are registered on the Company’s registration statement on Form S-8 and are not included in the foregoing. Any shares of Common Stock issued to key employees who are accredited investors in settlement of awards under the growth bonus pools described in Item 1.01 will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 7.01 Regulation FD Disclosure
On November 12, 2026, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
One or more representatives of the Company may meet with prospective investors regarding the Acquisition. The materials used in connection with these meetings have been posted on the Company’s website (www.installedbuildingproducts.com) under the Investor Relations section.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. | Description | |||||||
2.1* | Agreement and Plan of Merger, dated as of November 12, 2026, by and among Installed Building Products, Inc., Platform MSI, Inc., IBP Mechanical & Industrial Installation, LLC, 1981 Holdco, Inc., Shareholder Representative Services LLC, as Seller Representative and Jeff Davoud, an individual, solely for purposes of certain enumerated sections of the Merger Agreement. | |||||||
99.1 | Press release of Installed Building Products, Inc. dated November 12, 2026. | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
*Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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 12th day of November, 2026.
INSTALLED BUILDING PRODUCTS, INC. | |||||
By: | /s/ Michael T. Miller | ||||
Name: | Michael T. Miller | ||||
Title: | Chief Financial Officer | ||||
INSTALLED BUILDING PRODUCTS EXPANDS COMMERCIAL AND INDUSTRIAL
PLATFORM WITH ACQUISITION OF OLD DOMINION GROUP
PLATFORM WITH ACQUISITION OF OLD DOMINION GROUP
§Establishes a Scaled, Mission-Critical Commercial and Industrial Installation Platform Generating Approximately $420 Million in Combined LTM Revenue
§Increases Commercial End-Market Exposure from ~20% to ~28% of Total Company Revenue
§Expected to Be Immediately Accretive to Revenue Growth, Adjusted Operating Margins*, and Adjusted EPS*
§Transaction Valued at $698 Million, or 9.3x LTM Adjusted EBITDA* Including Expected Run-Rate Synergies
§Funded with 60% Cash and 40% Equity, Maintaining Conservative Transaction Adjusted Net Leverage* of 1.9x and Strong Alignment of Incentives
§ODG CEO, Jeff Davoud, and Key Management to Join IBP and Lead the Mechanical and Industrial Installation Business
COLUMBUS, Ohio – November 12, 2026 – Installed Building Products, Inc. (the “Company” or “IBP”) (NYSE: IBP), an industry-leading installer of insulation and complementary building products, today announced that it has completed the acquisition of Old Dominion Group (“ODG”), a leading mechanical and industrial installer of insulation, firestopping, and other complementary products. Under the terms of the Agreement and Plan of Merger (the “Merger Agreement”) governing the transaction, the acquisition is valued at an enterprise value of $698 million, net of $27 million in transaction bonuses1. Total consideration was funded through approximately 60% cash consideration and approximately 40% in shares of IBP common stock issued to ODG shareholders.
The acquisition establishes an immediate platform of scale for IBP within the large, high-growth commercial mechanical and industrial installation market. For the last twelve months (“LTM”) ended September 30, 2026, ODG generated revenue of approximately $370 million and Adjusted EBITDA* of approximately $68 million. IBP expects to achieve $6 million to $8 million in annualized run-rate cost synergies within 24 months, driven primarily by direct materials procurement scale and shared administrative efficiencies. The transaction represents an effective multiple of 9.3x LTM Adjusted EBITDA*, including run-rate synergies, and is expected to be immediately accretive to IBP's revenue growth, adjusted operating margins*, and adjusted EPS*.
Strategic Rationale & Platform Expansion
•Establishes a Scaled Platform in Attractive Adjacencies: ODG scales IBP’s existing $50 million commercial mechanical insulation footprint into a combined $420 million industry-leading installation business with national reach, specialized technical expertise, and deep customer relationships.
•Deepens Exposure to Mission-Critical, High-Growth Commercial End Markets: Expands IBP’s presence in high-barrier to entry, high growth sectors underpinned by strong secular tailwinds that are less correlated with single-family residential cycles, including healthcare, education, manufacturing, industrial facilities and data centers.
•Advances IBP’s Long-Term Strategy to Diversify Revenue within Commercial and Complementary Products: Increases IBP’s commercial revenue contribution from approximately 20% to 28%, accelerating the Company's strategic roadmap to broaden its addressable markets.
1 The $698 million amount represents the $725 million aggregate purchase price under the Merger Agreement less transaction bonuses and management incentive funding payable at closing.
•Proven Integration Model with Entrepreneurial Autonomy: Consistent with IBP’s philosophy, ODG will continue to operate under its recognized regional brands, led by CEO Jeff Davoud and its existing operating management. Management and key operating personnel are aligned with IBP shareholders through equity ownership and multi-year performance incentive structures.
•Scalable Platform for Continued Consolidation in a Highly Fragmented Market: Ability to leverage IBP's acquisition experience and ODG's established relationships to pursue additional value-accretive bolt-on acquisitions across the fragmented mechanical and industrial insulation installation market.
Management Commentary
“We are excited to welcome Old Dominion Group to the IBP family. The acquisition of ODG represents a significant step forward in our strategy to expand our presence in commercial and complementary building products,” stated Jeff Edwards, Chairman and Chief Executive Officer of IBP. “ODG adds a market-leading mechanical and industrial installation platform with established customer relationships, specialized technical expertise and exposure to attractive, mission-critical end markets. ODG has built an exceptional business, with a strong reputation for quality, service and execution. We believe the combination of ODG and IBP supports meaningful opportunities to deepen customer and vendor relationships, expand our geographic reach and serve a broader range of high-growth commercial and industrial projects. We are pleased to welcome Jeff Davoud and the talented ODG team to the IBP organization as we partner to accelerate our combined growth.”
“For 45 years, Old Dominion Group has built its reputation on a simple principle: Do What You Say You Will Do,” said Jeff Davoud, Chief Executive Officer of ODG. “We believe IBP is the ideal partner to support the next phase of our growth. IBP’s commitment to preserving local brands, leadership, and entrepreneurial decision-making aligns closely with the culture that has driven ODG’s success. By combining our specialized capabilities and customer relationships with IBP's resources, existing heavy commercial business, and acquisition expertise, we believe we can accelerate our growth while maintaining the values and customer focus that have defined our business.
As part of the transaction, Jeff Davoud, the Davoud family, and ODG’s existing shareholders have broadened equity ownership opportunities across the organization to approximately 75 key leaders and managers. This step reinforces the culture that has shaped ODG’s success - one built on enduring service, accountability, and pride in delivering for our customers, our people, and our community every day. This critical step gives more employees throughout the organization a meaningful stake in its future growth within IBP’s broader platform.
“I’m so proud of the company we’ve built and the people that make it so special. We believe we have the best team in the industry, and our culture comes from the pride they take in their work and the way they look out for one another. Broadening ownership is a way to recognize those contributions and strengthen what we’ve built together for the future. That means a great deal to me and our family. I couldn’t be more excited to have nearly 75 ODG leaders invested alongside IBP’s shareholders through equity ownership opportunities in the combined company. With shared incentives tied directly to multi-year growth and operational execution, our teams are fully committed to driving long-term value for our shareholders,” said Jeff Davoud.
“I founded Old Dominion Group 45 years ago and am incredibly proud of the company and culture that has been built,” said Roddy Davoud, Founder Old Dominion Group. “The company has navigated multiple economic cycles, and has been proven resilient, while remaining true to the identity we set out to create. I am pleased that ODG is joining a company, in IBP, that cares both for their employees and their operational excellence. Thank you to all who have contributed to the success of ODG.”
Michael Miller, IBP’s Executive Vice President and Chief Financial Officer, added, “We expect the acquisition of ODG to be immediately accretive to our revenue, adjusted margins*, and adjusted earnings per share*, further strengthening IBP's financial profile and long-term earnings potential. The transaction has been structured to preserve meaningful financial flexibility, and we expect continued strong cash flow generation to support the reduction of acquisition-related leverage over time. We remain committed to
maintaining a disciplined capital allocation strategy, balancing investments in strategic acquisitions, organic growth, and returns of excess capital to shareholders.”
Inducement Awards Disclosure Under NYSE Rule 303A.08
In connection with the transaction and to incentivize key personnel critical to the sustained operational performance of ODG, the Compensation Committee of IBP’s Board of Directors approved performance-based equity inducement awards covering up to 50 key non-executive employees who joined the Company. None of the award recipients are executive officers of IBP. The awards were granted in reliance on the employment inducement exemption provided under New York Stock Exchange (NYSE) Rule 303A.08.
The inducement grants consist of performance-based award units with settlement in shares of the Company’s common stock, with an aggregate target grant-date value of $180 million, up to a maximum potential issuance of 2,500,000 shares. The awards vest subject to: (i) the achievement of rigorous financial and operational milestones measured over three- and five-year cumulative performance cycles; and (ii) continued operational service through the respective vesting dates. Share settlement values will be determined in accordance with the volume-weighted average price (VWAP) mechanisms set forth in the applicable grant agreements. This announcement is issued pursuant to the disclosure requirements of NYSE Rule 303A.08.
Advisors
Goldman Sachs & Co. LLC served as lead financial advisor to IBP, and Calfee, Halter & Griswold LLP acted as legal counsel, with BofA Securities also serving as financial advisor. William Blair & Company served as financial advisor to ODG, and Williams Mullen LLP acted as legal counsel.
Conference Call
The Company will host a conference call and webcast on November 12, 2026, at 9 a.m. Eastern Time to discuss the ODG transaction. To participate in the call, please dial 877-407-0792 (domestic) or 201-689-8263 (international). The live webcast, together with any related presentation materials, will be available at www.installedbuildingproducts.com in the investor relations section. A replay of the conference call will be available through November 26, 2026, by dialing 844-512-2921 (domestic) or 412-317-6671 (international) and entering the passcode 13763775.
Alternatively, participants can register for the call 15 minutes prior to the event by using the call me option for a faster connection to join the conference call. You can enter your phone number and let the system call you right away. Click here for the call me option.
Additional details on the ODG acquisition may be found in the Form 8-K filed with the Securities and Exchange Commission.
About Installed Building Products
Installed Building Products, Inc. is one of the nation's largest new residential insulation installers and is a diversified installer of complementary building products, including waterproofing, fire-stopping, fireproofing, garage doors, rain gutters, window blinds, shower doors, closet shelving and mirrors and other products for residential and commercial builders located in the continental United States. The Company manages all aspects of the installation process for its customers, from direct purchase and receipt of materials from national manufacturers to its timely supply of materials to job sites and quality installation. The Company offers its portfolio of services for new and existing single-family and multi-family residential and commercial building projects in all 48 continental states and the District of Columbia from its national network of over 250 branch locations.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including with respect to the future financial and operational performance of ODG, expectations regarding the projected impact and benefits of ODG on our operating or financial results, the potential strategic
benefits and synergies expected from the acquisition of ODG, our ability to successfully integrate ODG, the housing market and the commercial market, our operations, industry and economic conditions, our financial and business model, the demand for our services and product offerings, expansion of our national footprint and end markets, diversification of our products, our ability to grow and strengthen our market position, our ability to pursue and integrate value-enhancing acquisitions, our ability to improve sales and profitability, and expectations for demand for our services and our earnings. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intends," "plan," and "will" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Any forward-looking statements that we make herein and in any future reports and statements are not guarantees of future performance, and actual results may differ materially from those expressed in or suggested by such forward-looking statements as a result of various factors, including, without limitation, general economic and industry conditions; increases in mortgage interest rates and rising home prices; inflation and interest rates; the material price and supply environment; increased tariffs; federal government shutdowns and uncertainty regarding the federal government's policy changes; geopolitical conflicts; the timing of increases in our selling prices; timing of acquisitions; and the factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as the same may be updated from time to time in our subsequent filings with the Securities and Exchange Commission. Any forward-looking statement made by the Company in this press release speaks only as of the date hereof. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict these events or how they may affect it. The Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws.
*Use of Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this press release contains the non-GAAP financial measures of EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin (i.e., EBITDA or Adjusted EBITDA divided by net revenue), Adjusted EPS, Adjusted Operating Margin and Transaction Adjusted Net Leverage. The reconciliations of EBITDA, Adjusted EBITDA, and Transaction Adjusted Net Leverage to the most directly comparable GAAP measures are included below. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for financial results prepared in accordance with GAAP.
| OLD DOMINION GROUP | ||||||||
| RECONCILIATION OF GAAP TO NON-GAAP MEASURES | ||||||||
| EBITDA AND ADJUSTED EBITDA CALCULATIONS | ||||||||
| (unaudited, in millions) | ||||||||
| Last Twelve Months ended September 30, 2026 | ||||||||
| Net income | $ | 37.2 | ||||||
| Interest expense | 0.1 | |||||||
| Provision for income tax | 15.1 | |||||||
| Depreciation and amortization | 6.5 | |||||||
| EBITDA | $ | 58.9 | ||||||
| Share-based compensation expense | 8.0 | |||||||
| One-time costs and other adjustments, net | 1.0 | |||||||
| Adjusted EBITDA | $ | 67.9 | ||||||
| EBITDA margin | 15.9 | % | ||||||
| Adjusted EBITDA margin | 18.4 | % | ||||||
| INSTALLED BUILDING PRODUCTS, INC. | |||||||||||||||||||||||
| TRANSACTION ADJUSTED NET LEVERAGE RATIO CALCULATION | |||||||||||||||||||||||
| (unaudited, in millions except ratios) | |||||||||||||||||||||||
| As of September 30, 2026 | Term Loan Add-on | Old Dominion Group | Transaction-Adjusted | ||||||||||||||||||||
| Total Debt | $ | 1,064.2 | $ | 246.7 | - | $ | 1,310.9 | ||||||||||||||||
| Total Cash and Investments | 415.9 | 246.7 | (435.0) | (1) | 227.6 | ||||||||||||||||||
| Total Debt, net of cash | $ | 648.3 | - | $ | 435.0 | $ | 1,083.3 | ||||||||||||||||
| Total LTM Adjusted EBITDA | $ | 493.5 | (3) | - | $ | 74.9 | (2) | $ | 568.4 | ||||||||||||||
| Net Leverage Ratio | 1.31 | 1.91 | |||||||||||||||||||||
(1) Cash paid to acquire ODG and associated transaction bonuses | |||||||||||||||||||||||
(2) LTM Adjusted EBITDA* through September 30, 2026 including $7.0 million in expected synergies | |||||||||||||||||||||||
(3) IBP's historical and previously reported LTM Adjusted EBITDA* through September 30, 2026 | |||||||||||||||||||||||
| LTM: 9/30/2026 | |||||||||||||||||||||||
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