Form 4: Amberjack Capital Sells $162M Innovex Shares

Amberjack Capital Partners and affiliates sold 6.61 million shares of Innovex International common stock for approximately $162 million in a secondary offering.

Summary

• Amberjack Capital Partners and its affiliated funds, including Amberjack Capital Fund II, L.P., Innovex Co-Invest Fund II, L.P., Innovex Co-Invest Fund, L.P., Intervale Capital Fund II, L.P., Intervale Capital Fund II-A, L.P., and Intervale Capital Fund III, L.P., collectively sold 6,612,500 shares of Innovex International, Inc. common stock.
• The shares were sold in an underwritten secondary offering on February 27, 2026.
• The public offering price was $25.75 per share, with the selling entities receiving $24.59125 per share after underwriting discounts.
• The total proceeds to the selling entities from this transaction amount to approximately $162,500,000 (6,612,500 shares * $24.59125/share).
• Following the transaction, the affiliated funds still beneficially own a significant number of shares, including 16,871,374 shares by Amberjack Capital Fund II, L.P., 3,939,330 shares by Innovex Co-Invest Fund II, L.P., 933,624 shares by Innovex Co-Invest Fund, L.P., 805,355 shares by Intervale Capital Fund II, L.P., 399 shares by Intervale Capital Fund II-A, L.P., and 207,240 shares by Intervale Capital Fund III, L.P.
• Jason Turowsky, managing partner of Amberjack Management, LLC, which is the general partner of Amberjack Capital Partners, disclaims beneficial ownership of these securities in excess of his pecuniary interests.
• This Form 4 is the second of two filings related to the same event, necessitated by SEC EDGAR system limits on the number of reporting persons per form.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a moderately negative event. While it's a natural liquidity event for a major investor, the sheer volume of shares sold by a director and 10% owner can signal reduced conviction and potentially exert downward pressure on the stock.

Positives

• The secondary offering was executed at a public price of $25.75 per share, indicating market demand for Innovex International stock at that valuation.
• The selling entities received a substantial amount of capital, approximately $162 million, from the sale of their shares.

Negatives

• A significant sale of shares by a director and 10% owner could be perceived negatively by the market, potentially signaling a lack of confidence or a move to diversify holdings away from Innovex International.
• The sale represents a reduction in the insider ownership stake, which some investors might view as a negative indicator for future stock performance.

Future Outlook

NA

Management Comments

• Jason Turowsky disclaims beneficial ownership of such securities in excess of his pecuniary interests in the securities.

Industry Context

StockSavvy.ai notes that secondary offerings by significant shareholders, especially those with director representation, are common liquidity events for private equity or venture capital firms. While they provide an exit strategy for early investors, they can sometimes create short-term selling pressure on the stock. The ability to execute a large offering at a premium to the price received by the sellers (due to underwriting discounts) suggests healthy market demand for Innovex International shares.

Comparison to Industry Standards

• Secondary offerings by institutional investors like private equity funds are standard practice for realizing returns on their investments. For example, when KKR or Blackstone funds exit positions in portfolio companies, they often do so through similar large block sales or secondary offerings.
• The discount received by the selling entities ($24.59125 vs. public price of $25.75) is typical for an underwritten offering, reflecting the fees and risks taken by the underwriters. This is comparable to discounts seen in other large secondary offerings in the market.
• The remaining beneficial ownership by Amberjack-affiliated funds, totaling over 22 million shares, indicates that while they are taking some profits, they still maintain a substantial stake in Innovex International, which could be interpreted as continued, albeit reduced, confidence in the company's long-term prospects.

Related Party Transactions

• The sale of 6,612,500 shares of common stock by Amberjack Capital Partners and its affiliated funds, which are 10% owners and have director representation, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Existing shareholders may experience short-term downward pressure on the stock price due to the increased supply from the secondary offering and potential concerns about insider selling.
• Selling Entities: The affiliated funds of Amberjack Capital Partners successfully monetized a significant portion of their investment, realizing substantial proceeds.

Key Dates

Recommendation

While a large insider sale can be a negative signal, this appears to be a strategic liquidity event for a major institutional investor rather than a distressed sale. The company itself did not issue new shares, so there is no direct dilution. Investors should monitor the stock for short-term selling pressure but consider the long-term fundamentals of Innovex International, as the selling entities still retain a substantial stake.

Keywords

Innovex International, INVX, Amberjack Capital Partners, secondary offering, insider selling, Form 4, beneficial ownership, equity sale, institutional investor, director sale, 10% owner