Innovex International (INVX) pairs shareholder stock sale with $14.1M buyback

Rhea-AI Filing Summary

Innovex International, Inc. supported a secondary share sale by major stockholders and simultaneously executed a share repurchase. Affiliates of Amberjack Capital Partners sold 5,750,000 shares of common stock at $25.75 per share, and underwriters exercised a 30-day option for an additional 862,500 shares. Innovex did not sell any shares or receive proceeds from this Offering. Instead, it repurchased 575,000 shares from the underwriters for about $14.1 million under its existing buyback program, leaving roughly $76.6 million available for future repurchases. A committee of independent directors approved the transaction, and both the Offering and repurchase closed on February 27, 2026.

Insights

Equity Capital Markets Analyst

Innovex backs sponsor share sale with a modest buyback, leaving ample authorization.

The event centers on a secondary sale by affiliates of Amberjack Capital Partners, who offered 5,750,000 Innovex shares at $25.75 per share, with underwriters exercising an additional 862,500-share option. Innovex itself did not issue new stock or receive Offering proceeds.

Instead, Innovex repurchased 575,000 shares from the underwriters for approximately $14.1 million under its existing share repurchase program, which still has about $76.6 million remaining. This pairing of a sponsor exit with company buybacks can help balance supply from the sale while returning cash to shareholders.

A committee of independent and disinterested directors approved the buyback, which may address potential conflicts given the Selling Stockholders’ involvement. Both the Offering and the repurchase closed on February 27, 2026, with customary underwriting terms and indemnities described in the Underwriting Agreement.

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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

Date of Report (Date of earliest event reported): February 25, 2026

INNOVEX INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-13439		74-2162088
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

19120 Kenswick Drive, Humble, Texas		77338
(Address of principal executive offices)		(Zip Code)

(346) 398-0000

(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 (see General Instruction A.2):

☐ 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(s)		Name of each exchange on which registered
Common Stock, $.01 par value per share		INVX		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 February 25, 2026, Innovex International, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with certain affiliates of Amberjack Capital Partners, L.P. (the “Selling Stockholders”) and J.P. Morgan Securities LLC, as representative of the several underwriters listed on Schedule 1 thereto (the “Underwriters”), relating to the offer and sale by the Selling Stockholders of 5,750,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), at a price to the public of $25.75 per share (the “Offering”). In addition, the Selling Stockholders granted the Underwriters a 30-day option (the “Option”) to purchase up to an additional 862,500 shares of Common Stock. On February 26, 2026, the Option was exercised by the Underwriters in full. The Company did not sell any shares of Common Stock in the Offering and did not receive any proceeds from the sale of the shares offered by the Selling Stockholders.

The Underwriting Agreement also provided for the Company’s purchase from the Underwriters of 575,000 shares of Common Stock that were subject to the Offering at a price per share equal to the price at which the Underwriters purchased the shares from the Selling Stockholders in the Offering, for an aggregate purchase price of approximately $14.1 million (the “Share Repurchase”). The Share Repurchase was made pursuant to the Company’s existing share repurchase program. After the completion of the Share Repurchase described above, there is approximately $76.6 million remaining under the Company’s share repurchase program. A committee of the Company’s board of directors (the “Board”), consisting solely of independent and disinterested directors with respect to the Share Repurchase and the Selling Stockholders, approved the Share Repurchase pursuant to authority delegated by the Board.

The Offering and the Share Repurchase closed on February 27, 2026. The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-282178), filed previously with the U.S. Securities and Exchange Commission (the “SEC”) that became effective on October 1, 2024, which consists of a base prospectus, filed with the SEC on September 17, 2024, a preliminary prospectus supplement, filed with the SEC on February 25, 2026, and a final prospectus supplement, filed with the SEC on February 27, 2026.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed to indemnify the Underwriters against certain liabilities and to contribute to payments the Underwriters may be required to make in the event of any such liabilities.

The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and the terms of which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
1.1+	Underwriting Agreement, dated as of February 25, 2026, by and among Innovex International, Inc., the Selling Stockholders and J.P. Morgan Securities LLC
104	Cover Page Interactive Data File (formatted as inline XBRL)

+ Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Innovex International, Inc.
Date: February 27, 2026	By:	/s/ Adam Anderson
		Adam Anderson
		Chief Executive Officer

FAQ

What did Innovex International (INVX) announce regarding its common stock?

Innovex International supported a secondary sale by existing stockholders and executed a share repurchase. Selling Stockholders offered 5,750,000 shares at $25.75 each, while Innovex repurchased 575,000 shares from underwriters for about $14.1 million under its existing buyback program.

Did Innovex International (INVX) issue new shares or receive proceeds from this Offering?

Innovex did not issue any new shares or receive Offering proceeds. All 5,750,000 shares, plus the 862,500-option shares, were sold by existing stockholders. Innovex’s cash flow related to this event came from spending about $14.1 million to repurchase 575,000 shares from the underwriters.

How large was Innovex International’s share repurchase tied to this transaction?

Innovex repurchased 575,000 shares of common stock from the underwriters for an aggregate purchase price of roughly $14.1 million. This buyback was executed under the company’s existing share repurchase program and coincided with the secondary sale by the Selling Stockholders.

How much capacity remains under Innovex International’s share repurchase program?

After completing the approximately $14.1 million repurchase of 575,000 shares, Innovex reports about $76.6 million remaining under its share repurchase program. This remaining authorization provides flexibility for potential future buybacks of the company’s common stock.

Who were the key parties in Innovex International’s recent stock Offering?

The transaction involved Innovex International, affiliates of Amberjack Capital Partners as Selling Stockholders, and J.P. Morgan Securities LLC as representative of the underwriters. The underwriters exercised their 30-day option in full on February 26, 2026, increasing the total number of shares sold.

When did Innovex International’s Offering and share repurchase close?

Both the secondary Offering by the Selling Stockholders and Innovex’s related 575,000-share repurchase from the underwriters closed on February 27, 2026. The Offering was conducted under an effective Form S-3 shelf registration with a base prospectus and prospectus supplements.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-1.1 EX-1.1 334.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 29.0 KB