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(Date of Event Which Requires Filing of this Statement)


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SCHEDULE 13D/A 0000950170-25-034158 0001944811 XXXXXXXX LIVE 2 Common Stock, par value $0.01 per share 02/25/2026 false 0001042893 457651107 Innovex International, Inc. 19120 Kenswick Drive Humble TX 77338 Jason Turowsky (281) 605-3900 Amberjack Capital Partners, L.P. 4400 Post Oak Parkway, Suite 2760 Houston TX 77002 0001944811 Amberjack Capital Fund II, L.P. WC DE 16871374 0 16871374 0 16871374 N 24.6 PN 0001958403 Innovex Co-Invest Fund II, L.P. WC DE 3939330 0 3939330 0 3939330 N 5.7 PN 0001777512 Innovex Co-Invest Fund, L.P. WC DE 933624 0 933624 0 933624 N 1.4 PN 0001538026 Intervale Capital Fund II, L.P. WC DE 805355 0 805355 0 805355 N 1.2 PN 0001549399 Intervale Capital Fund II-A, L.P. WC DE 399 0 399 0 399 N 0 PN 0001600328 Intervale Capital Fund III, L.P. WC DE 207240 0 207240 0 207240 N 0.3 PN 0002026032 Amberjack Capital GP II, L.P. AF DE 16871374 0 16871374 0 16871374 N 24.6 PN 0002026028 Innovex Co-Invest Fund II GP, L.P. AF DE 3939330 0 3939330 0 3939330 N 5.7 PN 0002026025 Innovex Co-Invest Fund GP, L.P. AF DE 933624 0 933624 0 933624 N 1.4 PN 0002026024 Intervale Capital GP II, L.P. AF DE 805754 0 805754 0 805754 N 1.2 PN 0002026021 Intervale Capital GP III, L.P. AF DE 207240 0 207240 0 207240 N 0.3 PN 0002026029 Amberjack Capital Associates II, LLC AF DE 16871374 0 16871374 0 16871374 N 24.6 OO 0002026027 Innovex Co-Invest Associates, LLC AF DE 4872954 0 4872954 0 4872954 N 7.1 OO 0002026023 Interval Capital Associates II, LLC AF DE 805754 0 805754 0 805754 N 1.2 OO 0002026022 Intervale Capital Associates III, LLC AF DE 207240 0 207240 0 207240 N 0.3 OO 0002026035 Amberjack Capital Partners, L.P. AF DE 22757322 0 22757322 0 22757322 N 33.2 IA PN 0002026020 Amberjack Management, LLC AF DE 22757322 0 22757322 0 22757322 N 33.2 HC OO 0002025157 Turowsky Jason AF X1 22757322 0 22757322 0 22757322 N 33.2 IN HC Common Stock, par value $0.01 per share Innovex International, Inc. 19120 Kenswick Drive Humble TX 77338 This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the "SEC") on September 13, 2024, as amended by Amendment No. 1 dated March 6, 2025 (the "Schedule 13D"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: Underwriting Agreement On February 25, 2026, the Issuer entered into an Underwriting Agreement (the "Underwriting Agreement") with Intervale Capital Fund II, L.P., Intervale Capital Fund II-A, L.P., Intervale Capital Fund III, L.P., Amberjack Capital Fund II, L.P., Innovex Co-Invest Fund, L.P., Innovex Co-Invest Fund II, L.P., (collectively, the "Seller 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 Issuer (the "Common Stock"), at a price to the public of $25.75 per share (the "Offering"). The Selling Stockholders received $24.59125 per share of Common Stock sold in the Offering, which is the public offering price less certain underwriting discounts. In addition, the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 862,500 shares of Common Stock ("Option"). On February 27, 2026, the Underwriters exercised the Option in full. Amberjack Capital Fund II, L.P. sold 4,902,244 shares of Common Stock to the Underwriters, consisting of (i) 4,262,820 shares of Common Stock in the Offering and (ii) 639,424 shares of Common Stock after the Underwriters' exercise of the Option. Innovex Co-Invest Fund II, L.P. sold 1,144,635 shares of Common Stock to the Underwriters, consisting of (i) 995,335 shares of Common Stock in the Offering and (ii) 149,300 shares of Common Stock after the Underwriters' exercise of the Option. Innovex Co-Invest Fund, L.P. sold 271,279 shares of Common Stock to the Underwriters, consisting of (i) 235,895 shares of Common Stock in the Offering and (ii) 35,384 shares of Common Stock after the Underwriters' exercise of the Option. Intervale Capital Fund II, L.P. sold 234,009 shares of Common Stock to the Underwriters, consisting of (i) 203,486 shares of Common Stock in the Offering and (ii) 30,523 shares of Common Stock after the Underwriters' exercise of the Option. Intervale Capital Fund II-A, L.P. sold 116 shares of Common Stock to the Underwriters, consisting of (i) 101 shares of Common Stock in the Offering and (ii) 15 shares of Common Stock after the Underwriters' exercise of the Option. Intervale Capital Fund III, L.P. sold 60,217 shares of Common Stock to the Underwriters, consisting of (i) 52,363 shares of Common Stock in the Offering and (ii) 7,854 shares of Common Stock after the Underwriters' exercise of the Option. The Underwriting Agreement also provided for the Issuer's purchase from the Underwriters of 575,000 shares of Common Stock that were subject to the Offering (the "Share Repurchase"). The Share Repurchase was made pursuant to the Issuer's existing share repurchase program. The Offering and the Share Repurchase closed on February 27, 2026. The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference. Lock-up Agreement On February 25, 2026, the Issuer entered into a lock-up agreement with the Selling Stockholders (the "Lockup Agreement"). Under the Lockup-Agreement, the Selling Stockholders agreed to not and not to cause any affiliates to, during the period beginning on the date of the Lock-up Agreement and ending at the close of business 45 days after the date of the final prospectus relating the Offering, to transfer any Common Stock or any shares underlying such Common Stock without the prior written consent of the Underwriters, subject to certain exceptions. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Lock-Up Agreement, which is incorporated by reference as Exhibit 99.2 and is incorporated herein by reference. Item 5 of the Schedule 13D is hereby amended and restated as follows: Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 68,563,690 shares of Common Stock of the Issuer outstanding as of February 27, 2026, as reported in the Issuer's Prospectus Supplement filed with the SEC on February 27, 2026. i. Amberjack Capital Fund II As of the date hereof, Amberjack Capital Fund II beneficially owns 16,871,374 shares of Common Stock. Percentage: 24.6% ii. Innovex Co-Invest Fund II As of the date hereof, Innovex Co-Invest Fund II beneficially owns 3,939,330 shares of Common Stock. Percentage: 5.7% iii. Innovex Co-Invest Fund As of the date hereof, Innovex Co-Invest Fund beneficially owns 933,624 shares of Common Stock. Percentage: 1.4% iv. Intervale Capital Fund II As of the date hereof, Intervale Capital Fund II beneficially owns 805,355 shares of Common Stock. Percentage: 1.2% v. Intervale Capital Fund II-A As of the date hereof, Intervale Capital Fund II-A beneficially owns 399 shares of Common Stock. Percentage: 0.0% vi. Intervale Capital Fund III As of the date hereof, Intervale Capital Fund III beneficially owns 207,240 shares of Common Stock. Percentage: 0.3% vii. Amberjack Capital GP II Amberjack Capital GP II, as the general partner of Amberjack Capital Fund II, may be deemed the beneficial owner of the 16,871,374 shares of Common Stock owned by Amberjack Capital Fund II. Percentage: 24.6% viii. Innovex Co-Invest Fund II GP Innovex Co-Invest Fund II GP, as the general partner of Innovex Co-Invest Fund II, may be deemed the beneficial owner of the 3,939,330 shares of Common Stock owned by Innovex Co-Invest Fund II. Percentage: 5.7% ix. Innovex Co-Invest Fund GP Innovex Co-Invest Fund GP, as the general partner of Innovex Co-Invest Fund, may be deemed the beneficial owner of the 933,624 shares of Common Stock owned by Innovex Co-Invest Fund. Percentage: 1.4% x. Intervale Capital GP II Intervale Capital GP II, as the general partner of Intervale Capital Fund II and Intervale Capital Fund II-A, may be deemed the beneficial owner of 805,754 shares of Common Stock, comprised of the (i) 805,355 shares of Common Stock owned by Intervale Capital Fund II and (ii) 399 shares of Common Stock owned by Intervale Capital Fund II-A. Percentage: 1.2% xi. Intervale Capital GP III Intervale Capital GP III, as the general partner of Intervale Capital Fund III, may be deemed the beneficial owner of the 207,240 shares of Common Stock owned by Intervale Capital Fund III. Percentage: 0.3% xii. Amberjack Capital Associates II Amberjack Capital Associates II, as the general partner of Amberjack Capital GP II, may be deemed the beneficial owner of the 16,871,374 shares of Common Stock owned by Amberjack Capital Fund II. Percentage: 24.6% xiii. Innovex Co-Invest Associates Innovex Co-Invest Associates, as the general partner of Innovex Co-Invest Fund II GP and Innovex Co-Invest Fund GP, may be deemed the beneficial owner of 4,872,954 shares of Common Stock, comprised of the (i) 3,939,330 shares of Common Stock owned by Innovex Co-Invest Fund II and (ii) 933,624 shares of Common Stock owned by Innovex Co-Invest Fund. Percentage: 7.1% xiv. Intervale Capital Associates II Intervale Capital Associates II, as the general partner of Intervale Capital GP II, may be deemed the beneficial owner of 805,754 shares of Common Stock, comprised of the (i) 805,355 shares of Common Stock owned by Intervale Capital Fund II and (ii) 399 shares of Common Stock owned by Intervale Capital Fund II-A. Percentage: 1.2% xv. Intervale Capital Associates III Intervale Capital Associates III, as the general partner of Intervale Capital GP III, may be deemed the beneficial owner of the 207,240 shares of Common Stock owned by Intervale Capital Fund III. Percentage: 0.3% xvi. Amberjack Capital Partners Amberjack Capital Partners, as the sole member of Amberjack Capital Associates II, Innovex Co-Invest Associates, Intervale Capital Associates II, and Intervale Capital Associates III, may be deemed the beneficial owner of 22,757,322 shares of Common Stock, comprised of the (i) 16,871,374 shares of Common Stock owned by Amberjack Capital Fund II, (ii) 3,939,330 shares of Common Stock owned by Innovex Co-Invest Fund II, (iii) 933,624 shares of Common Stock owned by Innovex Co-Invest Fund, (iv) 805,355 shares of Common Stock owned by Intervale Capital Fund II, (v) 399 shares of Common Stock owned by Intervale Capital Fund II-A, and (vi) 207,240 shares of Common Stock owned by Intervale Capital Fund III. Percentage: 33.2% xvii. Amberjack Management Amberjack Management, as the general partner of Amberjack Capital Partners, may be deemed the beneficial owner of 22,757,322 shares of Common Stock, comprised of the (i) 16,871,374 shares of Common Stock owned by Amberjack Capital Fund II, (ii) 3,939,330 shares of Common Stock owned by Innovex Co-Invest Fund II, (iii) 933,624 shares of Common Stock owned by Innovex Co-Invest Fund, (iv) 805,355 shares of Common Stock owned by Intervale Capital Fund II, (v) 399 shares of Common Stock owned by Intervale Capital Fund II-A, and (vi) 207,240 shares of Common Stock owned by Intervale Capital Fund III. Percentage: 33.2% xviii. Jason Turowsky Jason Turowsky, as managing partner of Amberjack Management, may be deemed the beneficial owner of 22,757,322 shares of Common Stock, comprised of the (i) 16,871,374 shares of Common Stock owned by Amberjack Capital Fund II, (ii) 3,939,330 shares of Common Stock owned by Innovex Co-Invest Fund II, (iii) 933,624 shares of Common Stock owned by Innovex Co-Invest Fund, (iv) 805,355 shares of Common Stock owned by Intervale Capital Fund II, (v) 399 shares of Common Stock owned by Intervale Capital Fund II-A, and (vi) 207,240 shares of Common Stock owned by Intervale Capital Fund III. Percentage: 33.2% i. Amberjack Capital Fund II 1. Sole power to vote or direct vote: 16,871,374 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 16,871,374 4. Shared power to dispose or direct the disposition: 0 ii. Innovex Co-Invest Fund II 1. Sole power to vote or direct vote: 3,939,330 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,939,330 4. Shared power to dispose or direct the disposition: 0 iii. Innovex Co-Invest Fund 1. Sole power to vote or direct vote: 933,624 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 933,624 4. Shared power to dispose or direct the disposition: 0 iv. Intervale Capital Fund II 1. Sole power to vote or direct vote: 805,355 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 805,355 4. Shared power to dispose or direct the disposition: 0 v. Intervale Capital Fund II-A 1. Sole power to vote or direct vote: 399 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 399 4. Shared power to dispose or direct the disposition: 0 vi. Intervale Capital Fund III 1. Sole power to vote or direct vote: 207,240 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 207,240 4. Shared power to dispose or direct the disposition: 0 vii. Amberjack Capital GP II 1. Sole power to vote or direct vote: 16,871,374 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 16,871,374 4. Shared power to dispose or direct the disposition: 0 viii. Innovex Co-Invest Fund II GP 1. Sole power to vote or direct vote: 3,939,330 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,939,330 4. Shared power to dispose or direct the disposition: 0 ix. Innovex Co-Invest Fund GP 1. Sole power to vote or direct vote: 933,624 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 933,624 4. Shared power to dispose or direct the disposition: 0 x. Intervale Capital GP II 1. Sole power to vote or direct vote: 805,754 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 805,754 4. Shared power to dispose or direct the disposition: 0 xi. Intervale Capital GP III 1. Sole power to vote or direct vote: 207,240 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 207,240 4. Shared power to dispose or direct the disposition: 0 xii. Amberjack Capital Associates II 1. Sole power to vote or direct vote: 16,871,374 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 16,871,374 4. Shared power to dispose or direct the disposition: 0 xiii. Innovex Co-Invest Associates 1. Sole power to vote or direct vote: 4,872,954 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 4,872,954 4. Shared power to dispose or direct the disposition: 0 xiv. Intervale Capital Associates II 1. Sole power to vote or direct vote: 805,754 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 805,754 4. Shared power to dispose or direct the disposition: 0 xv. Intervale Capital Associates III 1. Sole power to vote or direct vote: 207,240 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 207,240 4. Shared power to dispose or direct the disposition: 0 xvi. Amberjack Capital Partners 1. Sole power to vote or direct vote: 22,757,322 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 22,757,322 4. Shared power to dispose or direct the disposition: 0 xvii. Amberjack Management 1. Sole power to vote or direct vote: 22,757,322 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 22,757,322 4. Shared power to dispose or direct the disposition: 0 xviii. Jason Turowsky 1. Sole power to vote or direct vote: 22,757,322 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 22,757,322 4. Shared power to dispose or direct the disposition: 0 The information in Item 4 is incorporated herein by reference. Except as disclosed in this Schedule 13D, there have been no transactions in the shares of Common Stock effected by the Reporting Persons on behalf of the Funds in the past 60 days. Not applicable. Not applicable. 99.1 Underwriting Agreement, dated as of February 25, 2026, by and among the Issuer, the Seller Stockholders and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K (File No. 001-13439), filed with the Securities and Exchange Commission on February 27, 2026). 99.2 Form of Lock-up Agreement. Amberjack Capital Fund II, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Amberjack Capital Associates II, LLC, the general partner of Amberjack Capital GP II, L.P., its general partner 02/27/2026 Innovex Co-Invest Fund II, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Innovex Co-Invest Associates, LLC, the general partner of Innovex Co-Invest Fund II GP, L.P., its general partner 02/27/2026 Innovex Co-Invest Fund, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Innovex Co-Invest Associates, LLC, the general partner of Innovex Co-Invest Fund GP, L.P., its general partner 02/27/2026 Intervale Capital Fund II, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Intervale Capital Associates II, LLC, the general partner of Intervale Capital GP II, L.P., its general partner 02/27/2026 Intervale Capital Fund II-A, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Intervale Capital Associates II, LLC, the general partner of Intervale Capital GP II, L.P., its general partner 02/27/2026 Intervale Capital Fund III, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Intervale Capital Associates III, LLC, the general partner of Intervale Capital GP III, L.P., its general partner 02/27/2026 Amberjack Capital GP II, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Intervale Capital Associates II, LLC, its general partner 02/27/2026 Innovex Co-Invest Fund II GP, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Innovex Co-Invest Associates, LLC, its general partner 02/27/2026 Innovex Co-Invest Fund GP, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Innovex Co-Invest Associates, LLC, its general partner 02/27/2026 Intervale Capital GP II, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Intervale Capital Associates II, LLC, its general partner 02/27/2026 Intervale Capital GP III, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Intervale Capital Associates III, LLC, its general partner 02/27/2026 Amberjack Capital Associates II, LLC /s/ Jason Turowsky Jason Turowsky / Partner 02/27/2026 Innovex Co-Invest Associates, LLC /s/ Jason Turowsky Jason Turowsky / Partner 02/27/2026 Interval Capital Associates II, LLC /s/ Jason Turowsky Jason Turowsky / Partner 02/27/2026 Intervale Capital Associates III, LLC /s/ Jason Turowsky Jason Turowsky / Partner 02/27/2026 Amberjack Capital Partners, L.P. /s/ Jason Turowsky Jason Turowsky / Partner of Amberjack Management, LLC, its general partner 02/27/2026 Amberjack Management, LLC /s/ Jason Turowsky Jason Turowsky / Partner 02/27/2026 Turowsky Jason /s/ Jason Turowsky Jason Turowsky /Self 02/27/2026