Innovex International, Inc. filings document formal disclosures for an oil and gas well-products company formed from the Dril-Quip and Innovex Downhole Solutions merger. Recent 8-K reports furnish quarterly results, earnings presentations and non-GAAP reconciliations, while proxy materials cover annual meeting matters, board governance and executive compensation.
The filing record also includes material-event disclosures on common-stock offering agreements by selling stockholders, share repurchase activity under the company's repurchase program, director changes and litigation involving Downhole Well Solutions, LLC, a wholly owned subsidiary, and friction-reduction tools used in directional drilling.
Innovex International, Inc. reported the results of its annual stockholder meeting held on May 7, 2026. Stockholders elected three directors to three-year terms expiring at the 2029 annual meeting, with John Lovoi, Angie Sedita and Will Donnell each receiving over 55 million votes in favor.
Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 65,317,004 votes for and minimal opposition. An advisory vote on executive compensation was approved with 61,831,241 votes for, 586,796 against and 101,028 abstentions, indicating broad support for the current pay programs.
Innovex International, Inc. reported a sharp swing to a quarterly loss driven by a large legal charge, while underlying operations remained solid. Revenue for the three months ended March 31, 2026 was $239.0 million, essentially flat versus $240.4 million a year earlier, with 57% from North America and 43% from international and offshore markets.
The company posted a net loss of $16.7 million, compared with net income of $14.8 million in the prior-year quarter, mainly due to a $48.8 million provision for a legal settlement related to the Impulse patent litigation and associated legal costs. Excluding this and other non‑recurring items, Adjusted EBITDA rose to $49.3 million, or 21% of revenue, up from $45.9 million and a 19% margin.
Innovex ended the quarter with $200.7 million of cash and restricted cash, no borrowings under its $200 million revolving credit facility, and $24.2 million of finance lease obligations. The company repurchased and retired 575,000 shares for about $14.1 million under its $100 million Share Repurchase Program, leaving $76.6 million of remaining authorization, and continued to execute its acquisition strategy, including the April 2026 purchase of Drilling Innovative Solutions.
Innovex International reported mixed first quarter 2026 results, combining strong cash generation with a headline legal charge. Revenue was $239 million, down 13% sequentially and 1% year-over-year, while the company recorded a net loss of $16.7 million and a net margin of (7)%.
Excluding one-time items, performance was stronger: Adjusted EBITDA was $49.3 million with a 21% margin, and Free Cash Flow was $14.0 million, supported by net cash from operations of $19.8 million and modest capital expenditures. Innovex ended the quarter with $200.7 million in cash and cash equivalents and no bank debt, highlighting a solid balance sheet.
Results were heavily impacted by a $48.8 million provision for legal settlement and related defense costs linked to ongoing litigation, which turned income from operations negative despite otherwise profitable operations. Strategically, Innovex closed the $16 million acquisition of Drilling Innovative Solutions, repurchased $14.1 million of its shares, substantially completed the exit of its Eldridge facility, and won two subsea projects in Asia, each valued above $20 million. For Q2 2026, management guides to revenue of $235–$245 million and Adjusted EBITDA of $43–$48 million, reflecting a slightly less favorable mix and potential disruption from conflict in the Middle East.
Innovex International, Inc. Chief Financial Officer Reed Kendal reported a tax-withholding share disposition tied to restricted stock units. On the RSU release date, 3,349 shares of Common Stock were withheld at $24.79 per share to satisfy tax obligations. Following this non-market transaction, Kendal directly holds 214,483 Innovex shares.
Innovex International, Inc. executive Mark Reddout, President of North America, had 3,349 shares of common stock withheld on April 6, 2026 to satisfy tax withholding obligations tied to the release of restricted stock units. After this tax-withholding disposition, he directly holds 145,062 shares of Innovex common stock, indicating this was a compensation-related, non–open-market event rather than a discretionary share sale.
Innovex International, Inc. Chief Executive Officer Adam Anderson reported an automatic share disposition related to equity compensation. On the release of restricted stock units, 8,929 shares of common stock were withheld at a price of $24.79 per share to satisfy tax withholding obligations. After this non-market, tax-related transaction, Anderson directly holds 505,253 shares of Innovex common stock.
Innovex International, Inc. Chief Financial Officer Reed Kendal reported a routine share withholding related to equity compensation. On April 6, 2026, 2,072 shares of common stock were withheld at $24.79 per share to cover tax obligations upon the release of restricted stock units. After this non-market tax-withholding disposition, Kendal directly holds 215,760 shares of Innovex common stock.
Innovex International, Inc. President of North America Mark Reddout reported a routine tax-related share disposition. On the release of restricted stock units, he had 2,072 shares of common stock withheld at an implied value of $24.79 per share to satisfy tax withholding obligations. After this non‑market transaction, he continues to hold 146,339 shares of Innovex common stock directly.
Innovex International, Inc. is asking stockholders to vote at its May 7, 2026 annual meeting on three items: electing three Class II directors, ratifying PwC as auditor, and approving an advisory say‑on‑pay resolution.
The record date is March 13, 2026, when 68,563,690 common shares were outstanding, each with one vote. Amberjack Capital–affiliated funds are the largest holder with 22,757,322 shares, or 33.2%, and retain board nomination and registration rights under existing agreements. Other significant holders include Brandes Investment Partners, BlackRock and Vanguard.
The Board is majority independent, with separate Chair and CEO roles and fully independent audit, compensation, and nominating committees. Directors use a majority-voting standard in uncontested elections, and all non‑employee directors receive cash retainers plus equity awards, with stock ownership guidelines set at five times the annual cash retainer.
The proxy details 2025 executive pay for CEO Adam Anderson, CFO Kendal Reed and North America President Mark Reddout. Base salaries were $550,000 for the CEO and $375,000 for each other named executive. Annual bonuses were tied to Adjusted EBITDA, with a $195 million target and $156 million threshold. Based on 2025 Adjusted EBITDA of $188 million, executives earned 90% of target bonuses.
Long‑term incentives granted in 2025 include time‑based RSUs and performance units tied to relative total shareholder return and return on capital employed over a 2025–2027 performance period, with payouts ranging from 0% to 200% of target. The filing also describes Amberjack’s registration rights and stockholders’ agreement, including board designee rights and standstill provisions, and confirms that all Section 16(a) ownership reports were timely for 2025 except for one late Form 4 for three executives, later corrected.