Innovex International announces pricing of public offering to support growth initiatives and strengthen balance sheet
Innovex International, Inc. has announced the pricing of a significant underwritten public offering of common stock by certain affiliated entities of Amberjack Capital Partners, L.P., marking an important capital markets transaction for the Company and its major shareholders. The Offering reflects continued investor interest in Innovex’s growth trajectory and the broader oilfield services sector, while also enabling the Selling Stockholders to monetize a portion of their investment.
Details of the Underwritten Offering
According to the Company’s announcement, the Offering consists of 5,750,000 shares of Innovex common stock to be sold by the Selling Stockholders at a public offering price of $25.75 per share. This pricing represents a substantial secondary transaction in the public markets and underscores the liquidity available in Innovex shares following its formation and public listing.
In addition to the base offering size, the Selling Stockholders have granted the underwriters a 30-day option to purchase up to an additional 862,500 shares of common stock. This option, commonly referred to as a “greenshoe” option, allows underwriters to stabilize the market and meet any excess demand that may arise following the Offering. If exercised in full, the total number of shares sold in the transaction could increase to 6,612,500 shares.
Importantly, Innovex itself is not issuing any new shares in connection with this Offering. The transaction is entirely a secondary sale by the Selling Stockholders. As such, the Company will not receive any proceeds from the shares sold to the public. Instead, the net proceeds will go directly to the affiliates of Amberjack Capital Partners, L.P. that are participating in the sale.
The Offering is expected to close on February 27, 2026, subject to the satisfaction of customary closing conditions. These conditions typically include regulatory confirmations, delivery of legal opinions, and the absence of any material adverse changes affecting the Company prior to closing.
Planned Share Repurchase by Innovex
While Innovex will not receive proceeds from the Offering, it has announced plans to participate in the transaction through a concurrent share repurchase. Subject to the successful closing of the Offering, Innovex intends to repurchase 575,000 shares of its common stock directly from the underwriters at the same price per share received by the Selling Stockholders in the Offering.
This planned Share Repurchase will be conducted pursuant to the Company’s existing share repurchase program. By executing this repurchase, Innovex effectively reduces the net number of shares entering the public float, partially offsetting the dilutive impact of the secondary offering on the trading market.
The Offering itself is not conditioned upon the completion of the Share Repurchase. However, the Share Repurchase is expressly conditioned upon the closing of the Offering. This structure ensures that Innovex’s capital allocation decision is executed only if the broader transaction proceeds as planned.
From a corporate finance perspective, the repurchase demonstrates management’s confidence in the Company’s underlying business fundamentals and long-term prospects. Share repurchases can enhance shareholder value by reducing the total number of shares outstanding, potentially improving earnings per share and signaling management’s belief that the stock represents an attractive investment at current price levels.
Role of the Underwriters
The Offering is being led by a group of prominent financial institutions serving as joint book-running managers. These include:
- J.P. Morgan
- Citigroup
- Jefferies
- Piper Sandler
As joint book-running managers, these institutions are responsible for marketing the shares to institutional and other qualified investors, building the order book, determining final allocation, and facilitating price stabilization activities if necessary. Their participation reflects the scale and credibility of the Offering within the capital markets.
The Offering is being made only by means of a prospectus supplement and the accompanying base prospectus filed as part of Innovex’s shelf registration statement on Form S-3. The registration statement (File No. 333-282178) was filed with the U.S. Securities and Exchange Commission (SEC) on September 17, 2024, and became effective on October 1, 2024.
Investors are advised to carefully review the prospectus supplement and the accompanying base prospectus, as well as other filings made by Innovex with the SEC, for more complete information about the Company and the Offering. These documents contain detailed financial statements, risk factors, business descriptions, and other disclosures relevant to prospective investors.
Regulatory and Legal Considerations
The press release includes standard regulatory language clarifying that it does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such offer or sale would be unlawful prior to registration or qualification under applicable securities laws. This disclaimer is customary in public offerings and ensures compliance with federal and state securities regulations.
Because the Offering is being conducted pursuant to an effective shelf registration statement, Innovex and the Selling Stockholders have flexibility in accessing the capital markets efficiently. Shelf registration statements allow companies to register securities in advance and issue them as market conditions become favorable.
The SEC’s oversight ensures transparency and investor protection by requiring detailed disclosures about the Company’s operations, risks, and financial performance.
Strategic Context and Shareholder Implications
The transaction represents a liquidity event for the affiliates of Amberjack Capital Partners, L.P., which have been significant investors in Innovex. Secondary offerings of this nature are common when private equity or other institutional investors seek to monetize part of their holdings following a merger, public listing, or strategic milestone.
At the same time, Innovex’s decision to repurchase shares as part of the broader transaction signals a balanced approach to capital management. By participating in the Offering through a share repurchase, the Company demonstrates its commitment to disciplined capital allocation and long-term shareholder value creation.
From a market perspective, secondary offerings can sometimes create short-term volatility due to increased supply of shares. However, the presence of reputable underwriters and the Company’s planned share repurchase may help mitigate such effects.
About Innovex International, Inc.
Innovex International, Inc. is a Houston-based oilfield services company established in 2024 following the merger of Dril-Quip, Inc. and Innovex Downhole Solutions, Inc. The combination brought together complementary engineering capabilities, product portfolios, and global customer relationships, positioning Innovex as a diversified provider of mission-critical equipment and services to the energy industry.
Today, Innovex operates across North America, Latin America, Europe, the Middle East, and Asia. The Company designs, manufactures, sells, and rents highly engineered products used in drilling, completion, and production operations for oil and natural gas exploration and development.
Its portfolio includes equipment and technologies that are critical to the safe and efficient extraction of hydrocarbons in increasingly complex environments, including deepwater, high-pressure/high-temperature wells, and unconventional resource plays.
By integrating the legacy strengths of its predecessor companies, Innovex aims to deliver enhanced operational efficiency, expanded geographic reach, and improved customer solutions. The Company’s global footprint and diversified product offerings enable it to serve a wide range of customers, from independent exploration and production companies to large multinational energy operators.
Positioning for the Future
The successful pricing of this Offering comes at a time when the global energy sector continues to evolve. Oil and natural gas demand, geopolitical dynamics, technological innovation, and capital discipline remain key themes influencing investment decisions in the industry.
Innovex’s strategic priorities include maintaining operational excellence, driving innovation in engineered solutions, optimizing its cost structure, and deploying capital prudently. The Company’s existing share repurchase program, combined with its participation in this transaction, reflects a focus on shareholder returns alongside long-term growth.
As the Offering closes and the share repurchase is executed, Innovex will continue to operate with a strong balance sheet and global presence. The transaction provides liquidity to long-standing investors while reinforcing the Company’s confidence in its business model and market position.
In summary, the underwritten Offering of 5,750,000 shares by affiliates of Amberjack Capital Partners, L.P., priced at $25.75 per share, represents a significant capital markets event for Innovex International, Inc. Although Innovex will not receive proceeds from the sale, its planned repurchase of 575,000 shares underscores management’s commitment to shareholder value. With leading financial institutions serving as book-running managers and a clear regulatory framework in place, the transaction highlights Innovex’s maturity as a public company and its ongoing engagement with global capital markets.
