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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): May 30, 2025

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)

Not Applicable

(Former name or former address, if changed since last report)

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:


☐	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, $0.01 par value

     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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Forms of Award Agreement and Equity Awards

On May 30, 2025, the compensation committee of the Board of Directors (the “Board”) of Innovex International, Inc. (the “Company”) recommended, and the Board approved, a new form of restricted stock unit (“RSU”) award agreement (the “RSU Award Agreement”) and a form of performance unit (the “Performance Unit”) award agreement (the “Performance Unit Award Agreement,” and, together with the RSU Award Agreement, the “Award Agreements”) under the Company’s 2025 Long-Term Incentive Plan.

Awards made under the form of RSU Award Agreement generally vest in three equal annual installments on each of April 4, 2026, April 4, 2027 and April 4, 2028, subject to the grantee’s continued employment through the applicable vesting date and forfeiture on terms and conditions set forth in the form of RSU Award Agreement. Awards made under the form of Performance Unit Award Agreement may be earned between 0% and 200% of the target award based on achievement by the Company of total shareholder return and return on capital employed goals set forth in the form of Performance Unit Award Agreement and will vest to the extent that such goals are achieved upon the completion of a three-year performance period, ending on December 31, 2027 (the “Performance Period”), subject to earlier performance-vesting in connection with a change in control as set forth in the form of Performance Unit Award Agreement, the grantee’s continued employment through such change in control, and forfeiture on terms and conditions set forth in the form of Performance Unit Award Agreement.

The Award Agreements were used to grant RSUs and Performance Units to Adam Anderson, the Company’s Chief Executive Officer, Kendal Reed, the Company’s Chief Financial Officer, and Mark Reddout, the Company’s President of North America, with respect to the following numbers of units (and corresponding shares of common stock of the Company) per award:


	RSUs	Performance Units
Adam Anderson	68,073	68,073
Kendal Reed	25,527	25,527
Mark Reddout	25,527	25,527

Under the RSU Award Agreement, in the event that the grantee is terminated by the Company without “cause” (as defined in the RSU Award Agreement) or the grantee terminates such grantee’s employment for “good reason” (as defined in the RSU Award Agreement) (collectively, a “Qualifying Termination”), subject to the grantee’s execution and non-revocation of a general release of claims in favor of the Company, the unvested RSUs that otherwise would have vested had the grantee remained employed by the Company or a subsidiary for (x) twelve months (in the case of Messrs. Reed and Reddout) or (y) twenty-four months (in the case of Mr. Anderson) will vest and be settled as set forth in the form of RSU Award Agreement.

Under the Performance Unit Award Agreement, in the event of a Qualifying Termination, subject to the grantee’s execution and non-revocation of a general release of claims in favor of the Company, a prorated portion of the Performance Units will be eligible to performance-vest.

Under the RSU Award Agreement, upon a change in control where the successor or acquirer does not assume, replace or continue the RSUs, subject to the grantee’s continued employment, all unvested RSUs will vest as of the change in control and be settled as set forth in the form of RSU Award Agreement. Upon a change in control where the successor or acquirer does assume, replace or continue the RSUs, in the event that the grantee incurs a Qualifying Termination during the “change in control period” (as defined in the RSU Award Agreement), subject to the grantee’s execution and non-revocation of a general release of claims in favor of the Company, all unvested RSUs will vest as of the termination date and be settled as set forth in the form of RSU Award Agreement.

Under the Performance Unit Award Agreement, in the event of a change in control prior to the end of the Performance Period, subject to the grantee’s continued employment, the Performance Period will be deemed to end on the date of the change in control and the number of Performance Units subject to the Performance Unit Award Agreement will be fixed at a number equal to the greater of the target and actual achievement of performance goals. Upon a change in control where the successor or acquirer does not assume, replace or continue the Performance Units, subject to the grantee’s continued employment, all Performance Units will vest as of the change in control. Upon a change in control where the successor or acquirer does assume, replace or continue the Performance Units, the Performance Units will remain outstanding and become fully vested on the earlier of (x) the end of the Performance Period and (y) subject to the grantee’s execution and non-revocation of a general release of claims in favor of the Company, the date of the grantee’s Qualifying Termination during the “change in control period” (as defined in the Performance Unit Award Agreement).

The foregoing descriptions do not purport to be complete and are qualified in their entireties by reference to the form of RSU Award Agreement and the form of Performance Unit Award Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and incorporated herein by reference.


Item 9.01	Financial Statements and Exhibits.


Exhibit No.		Description of Exhibit
10.1*		Form of Restricted Stock Unit Award Agreement
10.2*		Form of Performance Unit Award Agreement
104		Cover Page Interactive Data File (formatted as inline XBRL)

* Management contract or compensatory plan or arrangement.

SIGNATURES

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: June 5, 2025	By:	/s/ Adam Anderson
		Adam Anderson
		Chief Executive Officer

EX-10.1 2 invx-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

2025 INNOVEX INTERNATIONAL, INC., LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award”) is made as of [●] (the “Grant Date”), by and between Innovex International, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”).

W IT N E S S E T H:

WHEREAS, pursuant to the Innovex International, Inc., 2025 Long-Term Incentive Plan (the “Plan”), the Committee has determined that it would be in the interest of the Company and its stockholders to grant restricted stock units (the “Restricted Stock Units”), as provided herein, in order to encourage the Participant to remain in the employ of the Company or its subsidiaries, to encourage the sense of proprietorship of the Participant in the Company and to stimulate the active interest of the Participant in the development and financial success of the Company.

NOW THEREFORE, the Company awards the Restricted Stock Units to the Participant, subject to the following terms and conditions of this Award:

Grant of Restricted Stock Units. Subject to the terms and conditions contained herein, including, but not limited to, Section 2 of this Award, the Company hereby grants to the Participant an award of [●] Restricted Stock Units under the Plan. Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in the Plan.

The Company shall establish (or shall instruct its transfer agent or stock plan administrator to establish) a book entry account representing the Restricted Stock Unit in the Participant’s name effective as of the Grant Date, provided that the Company shall retain control of the Restricted Stock Units in such account until the Restricted Stock Units have become vested in accordance with this Agreement and shares of Stock have been issued, if any, in settlement of the Restricted Stock Units.

Vesting Schedule.

(a)

Except as provided in Section 2(b) below, the Restricted Stock Units shall vest, in the following percentages on the following vesting dates (each such date, a “Vesting Date”):

(i)

33 1/3% on April 4, 2026;

(ii)

33 1/3% on April 4, 2027; and

(iii)

33 1/3% on April 4, 2028;

provided, however, that the Participant is continuously employed by the Company or a subsidiary from the Grant Date through each of the above Vesting Dates. If the Participant does not remain continuously employed by the Company or a subsidiary until the Vesting Dates specified above, then all then outstanding Restricted Stock Units shall be forfeited immediately after termination of the Participant’s employment. Notwithstanding the foregoing, in the event that the Participant’s employment is terminated by the Company or a subsidiary without Cause (as defined below) or the Participant terminates the Participant’s employment for Good Reason (as defined below, and each, a “Qualifying Termination”), subject to the Participant’s execution, delivery and non-revocation of a waiver and release of claims in accordance with the Employment Agreement (the “Release Requirement”), then, except as provided in Section 2(b) below, those Restricted Stock Units that would have vested in accordance with the foregoing schedule had the Participant remained continuously employed by the Company or a subsidiary for [twelve (12) months] [twenty-four (24) months] following the date of the Participant’s Qualifying Termination shall immediately vest as of the date of such Qualifying Termination.

(b)

Notwithstanding the foregoing, should a successor or acquirer (or any parent of such entity) fail to assume, replace or continue this Award in the event of a Change in Control, any unvested Restricted Stock Units shall become fully vested as of the date of the occurrence of such Change in Control; provided, however, that the Participant has been in continuous employment with the Company or a subsidiary at all times since the Grant Date. In the event that a successor or acquirer (or any parent of such entity) assumes, replaces or continues this Award in the event of a Change in Control, subject to the Participant’s satisfaction of the Release Requirement, any unvested Restricted Stock Units shall become fully vested in the event of the Participant’s Qualifying Termination during a Change in Control Period (as defined below). For purposes of this Award, the following terms shall have the following meanings:

(i)

“Cause” shall have the meaning ascribed to such term in the Employment Agreement.

(ii)

“Change in Control Period” shall mean the period commencing on the occurrence of a Change in Control and ending on the second anniversary of such date after the date of the consummation of the Change in Control.

(iii)

“Employment Agreement” shall mean that certain Employment Agreement, effective as of [March 13, 2023] [August 26, 2024], by and between you and Innovex Downhole Solutions, Inc.

(iv)

“Good Reason” shall have the meaning ascribed to such term in the Employment Agreement.

Settlement of the Restricted Stock Units. Each Restricted Stock Unit that has vested will be settled as soon as administratively feasible and no later than 60 days following the date on which such Restricted Stock Units vest pursuant to Section 2 (the “Settlement Date”). Except as otherwise provided in the Plan, each Restricted Stock Unit that has vested shall be settled in one (1) share of Stock. Following the issuance of Stock in accordance with this Section 3, the Participant shall thereafter have all the rights and be subject to the obligations provided for holders of Stock. Any fractional shares of Stock shall be rounded-up to the next whole share (not to exceed the total number of Restricted Stock Units granted under this Award). The Participant hereby authorizes the Company, in its sole discretion, to deposit any or all shares of Stock acquired by the Participant pursuant to the settlement of the Award with the Company’s transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided by the foregoing, if applicable, a certificate for the shares of Stock acquired by the Participant may be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

Dividend Equivalents. Dividend equivalents will be credited to the Restricted Stock Units granted hereunder on the same terms and at the same time as dividends are paid to holders of Common Stock. Such dividend equivalents will be paid in cash (valuing any dividends in the form of property at the Fair Market Value thereof), without interest, on the Settlement Date. This Section 4 will not apply with respect to record dates for dividends occurring prior to the Grant Date or after the Settlement Date. For the avoidance of doubt, to the extent any of the Restricted Stock Units are forfeited without payment of any consideration, any dividend equivalents corresponding to such forfeited Restricted Stock Units shall automatically be forfeited for no consideration.

Transfer Restrictions. Except as expressly provided in the Plan or herein, the Restricted Stock Units are non-transferable and may not otherwise be assigned, pledged, hypothecated or otherwise disposed of and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award provided for herein shall immediately become null and void, and the Restricted Stock Units shall be immediately forfeited to the Company.

Tax Withholding; Code Section 409A. The Company has the right to deduct applicable taxes from any payment under this Award and withhold, at the time of vesting or settlement, as the case may be, an appropriate number of shares of Stock for payment of required withholding taxes or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes, as determined by the Committee. The Restricted Stock Units granted under this Agreement are intended to comply with or be exempt from Code Section 409A, and ambiguous provisions of this Award, if any, shall be construed and interpreted in a manner consistent with such intent. References in this Award to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Code Section 409A, each of the payments that may be made in respect of the Restricted Stock Units granted hereunder is designated as a separate payment.

Incorporation of Plan Provisions. This Award and the award of Restricted Stock Units hereunder are made pursuant to the Plan and are subject to all of the terms and provisions of the Plan as if the same were fully set forth herein. In the event that any provision of this Award conflicts with the Plan, the provisions of the Plan shall control. The Participant acknowledges receipt of a copy of the Plan and agrees that all decisions under and interpretations of the Plan by the Committee shall be final, binding and conclusive upon the Participant.

No Rights to Employment. Nothing contained in this Award shall confer upon the Participant any right to continued employment by the Company or any subsidiary of the Company, or limit in any way the right of the Company or any subsidiary to terminate or modify the terms of the Participant’s employment at any time.

Notice. Unless the Company notifies the Participant in writing of a different procedure, any notice or other communication to the Company with respect to this Award shall be in writing and shall be delivered personally or sent by first class mail, postage prepaid to the following address:

     Innovex International, Inc.

    

Kenswick Drive

    

     Humble, Texas 77338

    

     Attn: Corporate Secretary

    

Any notice or other communication to the Participant with respect to this Award shall be in writing and shall be delivered personally, shall be sent by first class mail, postage prepaid, to the Participant’s address as listed in the records of the Company on the Grant Date, unless the Company has received written notification from the Participant of a change of address, or shall be sent to the Participant’s e-mail address specified in the Company’s records.

10.

Miscellaneous.

(c)

THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS.

(d)

The granting of this Award shall not give the Participant any rights to future grants.

(e)

This Award, including the relevant provisions of the Plan, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, with respect to the subject hereof.

(f)

This Award may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]


INNOVEX INTERNATIONAL, INC.

By:
Name:
Title:

The Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof.

PARTICIPANT


[NAME]

EX-10.2 3 invx-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

2025 INNOVEX INTERNATIONAL, INC., LONG-TERM INCENTIVE PLAN

2025 PERFORMANCE UNIT AWARD AGREEMENT

Subject to the terms and conditions contained herein, Innovex International, Inc., a Delaware corporation (the “Company”), hereby selects you as a recipient of Restricted Stock Units that vest in part on achievement of the Performance Goals (as defined below) (“Performance Units”) under the Innovex International, Inc. 2025 Long-Term Incentive Plan (the “Plan”). This Award Agreement (“Agreement”) and the Plan together govern your rights and set forth all of the conditions and limitations affecting such rights. Terms used in this Agreement that are defined in the Plan will have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms will supersede and replace the conflicting terms of this Agreement.

Terms. Pursuant to the terms and conditions of the Plan and this Agreement, you have been granted Performance Units as outlined below:


	Grant Date:	[●]

	Performance Period:	[●]

	Vesting Date:	[●]

	Performance Units At Target:	[●]

	Performance Goals:	Schedule I to this Agreement describes the manner in which the total number of Performance Units that vest hereunder will be calculated, with the total number of vested Performance Units based on (i) the total shareholder return of the Company’s Stock as compared to the total shareholder return of the component companies on the VanEck OIH Index and (ii) the return on capital employed of the Company, in each case, as described in more detail on Schedule I (the “Performance Goals”).

Vesting. As soon as reasonably practicable following the close of the Performance Period, but in no event later than the Vesting Date, the Committee shall determine and certify the extent to which the Performance Goals have been achieved in accordance with Schedule I. The Performance Units will vest and become non-forfeitable on the Vesting Date in an amount determined based on the results of the Performance Goals, provided you have been continuously employed by the Company or an affiliate of the Company at all times from the Grant Date until the Vesting Date. For the avoidance of doubt, if the Committee determines that the level of achievement of the Performance Goals does not meet the minimum threshold requirements specified in Schedule I, then all Performance Units shall be forfeited. If you are not employed on the Vesting Date, except as otherwise specifically provided for herein, you shall have no rights under this Agreement and all Performance Units shall be forfeited as of your termination date.

Qualifying Termination. Notwithstanding any provision in this Agreement to the contrary, if you terminate your employment for Good Reason (as defined below) or the Company or a subsidiary terminates your employment without Cause (as defined below) (each, a “Qualifying Termination”), subject to your execution, delivery and non-revocation of a waiver and release of claims in accordance with the Employment Agreement (as defined below) (the “Release Requirement”), then, except as provided in Section 8 below, you will not forfeit your Performance Units as a result of your Qualifying Termination, and on the Vesting Date you will be eligible to vest in the number of Performance Units determined by multiplying (i) the number of Performance Units that would have vested as determined in accordance with the paragraph immediately above had your employment not terminated and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date plus [365] [730] and the date of your Qualifying Termination (provided, that, in no event shall the numerator exceed 1096) and the denominator of which is 1096.

For purposes of this Agreement. “Employment Agreement” means that certain Employment Agreement, effective as of [March 13, 2023] [August 26, 2024], by and between you and Innovex Downhole Solutions, Inc.

Book Entry Account. The Company shall establish (or shall instruct its transfer agent or stock plan administrator to establish) a book entry account representing the Performance Units at target in your name effective as of the Grant Date, provided that the Company shall retain control of the Performance Units in such account until the Performance Units have become vested in accordance with this Agreement and shares of Stock have been issued, if any, in settlement of the Performance Units.

Distribution of Shares. You shall receive one share of Stock in satisfaction of each vested Performance Unit credited to your account, which shall be registered in your name and transferable by you, on the Vesting Date.

Stockholder Rights; Dividend Equivalents. The Performance Units do not confer on you any rights of a stockholder of the Company unless and until shares of Stock are in fact issued to you in connection with the vested Performance Units. However, cash dividends or other cash distributions, if any, shall be paid with respect to the number of shares of Stock that ultimately vest under this Agreement as if such shares of Stock had been outstanding during the entire period from the Grant Date to the Vesting Date. Any such cash dividends or other cash distributions shall vest and be paid in cash if and at such times the underlying Performance Units vested.

Transferability. No rights granted under this Agreement can be assigned or transferred, whether voluntarily or involuntarily, by operation of law or otherwise, except by will or the laws of descent and distribution. In the event of any transfer or assignment of rights granted under this Agreement in accordance with this Section 7, the person or persons, if any, to whom such rights are transferred by will or by the laws of descent and distribution shall be treated after your death the same as you under this Agreement. Any attempted transfer or assignment of rights under this Agreement prohibited under this Section 7 shall be null and void.

Change in Control. In the event of a Change in Control prior to end of the Performance Period, the Performance Period shall be deemed to end on the date of the Change in Control and the number of Performance Units subject to this Agreement shall be fixed at a number equal to the greater of (i) the number of Performance Units at Target and (ii) the number of Performance Units that would vest based on the level of achievement of the Performance Goals through the end of such adjusted Performance Period, calculated in accordance with Schedule I and certified by the Committee; provided, however, that the Committee may, in its sole discretion, fix such number at a greater number of Performance Units up to the maximum number of Performance Units that could otherwise be earned in accordance with Schedule I.

Should a successor or acquirer (or any parent of such entity) fail to assume, replace or continue this Agreement following such Change in Control, such Performance Units shall become fully vested as of the date of the occurrence of such Change in Control and shall be paid in Stock or cash (based on the value of the Stock immediately prior to the Change in Control multiplied by the number of vested Performance Units), in the discretion of the Committee, no later than 10 business days after the date of the Change in Control; provided, however, that you have been in continuous employment with the Company or a subsidiary at all times since the Grant Date. In the event that a successor or acquirer (or any parent of such entity) assumes, replaces or continues this Award following such Change in Control, such Performance Units shall remain outstanding and become fully vested on the earlier of (1) the Vesting Date or (2) the date of your Qualifying Termination (subject to your satisfaction of the Release Requirement), in either case, during a Change in Control Period (as defined below) (which termination date or the consummation of such Change in Control if after the termination date shall otherwise be treated as the Vesting Date hereunder, including for purposes of Section 5 hereof).

For purposes of this Agreement, the following terms shall have the following meanings:

“Cause” shall have the meaning ascribed to such term in your Employment Agreement.

“Change in Control Period” shall mean the period commencing on the occurrence of a Change in Control and ending on the second anniversary of such date.

“Good Reason” shall have the meaning ascribed to such term in your Employment Agreement.

Withholding; Code Section 409A. The Company has the right to deduct applicable taxes from any payment under this Agreement and withhold, at the time of vesting of shares of Stock, an appropriate number of shares of Stock for payment of required withholding taxes or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes, as determined by the Committee. The Performance Units granted under this Agreement are intended to comply with or be exempt from Code Section 409A, and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. References in this Agreement to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Code Section 409A, each of the payments that may be made in respect of the Performance Units granted hereunder is designated as a separate payment.

10.

Notice. Any written notice required or permitted by this Agreement shall be mailed, certified mail (return receipt requested) or hand-delivered. Notice to the Company shall be addressed to the Company’s General Counsel at Innovex International, Inc., 19120 Kenswick Drive, Humble, Texas 77338. Notice to you shall be addressed to you at your most recent home address on record with the Company or will be sent to your e-mail address on record with the Company. Notices are effective upon receipt.

11.

Requirements of Law. The granting of Performance Units and the issuance of shares of Stock under the Plan will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

12.

Miscellaneous.

(i)

The granting of this Award shall not give you any rights to similar grants in future years or any right to be retained in the employ or service of the Company or its subsidiaries or interfere in any way with the right of the Company or any such subsidiary to terminate your employment or services at any time, or your right to terminate your employment or services at any time.

(ii)

THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS.

(iii)

(iv)

This Award may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]


	INNOVEX INTERNATIONAL, INC.

By:

	The undersigned Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof.

	PARTICIPANT


	[NAME]

SCHEDULE I

2025 INNOVEX INTERNATIONAL, INC., LONG-TERM INCENTIVE PLAN

2025 PERFORMANCE UNIT AWARD AGREEMENT

1. Definitions.

(i) “Adjustment Factor” means the adjustment factor calculated in accordance with Section 2 or Section 3, as applicable, of this Schedule I.

(ii) “Average Capital Employed” means the combined values of debt and stockholders’ equity.

(ii) “Beginning Price” means the average closing price of a share of Stock for the 30 consecutive trading day period including and prior to January 1, 2025.

(iii) “Capital Employed” means the average over the Performance Period of the Company’s accounts receivable plus inventory minus accounts payable plus fixed assets.

(iv) “Comparison Companies” means each component company of the VanEck O1H Index as of December 31, 2027 (or the last day of the Performance Period if earlier), provided that such company is continuously a publicly traded company on a national securities exchange during the full Performance Period. Notwithstanding the foregoing, if any component company of the VanEck OIH Index as of December 31, 2027 (or the last day of the Performance Period if earlier) ceases to be a publicly traded company on a national securities exchange as a result of such company’s bankruptcy during the third year of the Performance Period, such component company will be included at the bottom of the ranking provided for under Section 2(ii) of this Schedule I.

(v) “Dividends” means the sum of all ordinary and extraordinary dividends paid during the Performance Period with respect to the applicable share of Stock.

(vi) “Ending Price” means the average closing price of a share of Stock for the 30 consecutive trading day period including and prior to the last day of the Performance Period.

(vii) “ROCE” means a fraction, the numerator of which is the Company’s income before operations, before acquisition costs and after tax (resulting in adjusted income from operations, after tax) and the denominator of which is Average Capital Employed.

(viii) “Total Shareholder Return” means a fraction, the numerator of which is the Ending Price plus Dividends minus the Beginning Price, and the denominator of which is the Beginning Price.

(ix) “VanEck OIH Index” means the VanEck Oil Services ETF.

Schedule I

2. Total Shareholder Return Performance Units – Calculation of Performance Unit Adjustment.

(i) [NUMBER]1 of the Performance Units shall vest to the extent to which the Company has achieved the Performance Goals related to Total Shareholder Return (the “TSR Performance Units”). The number of TSR Performance Units that shall vest as of the Vesting Date shall be equal to the product of (a) the number of TSR Performance Units at Target, multiplied by (b) the Adjustment Factor.

(ii) The Total Shareholder Return of the Company and of each of the Comparison Companies shall be calculated and certified by the Committee. The percentile ranking of the Company’s Total Shareholder Return as compared to the Total Shareholder Return of each Comparison Company shall determine the Adjustment Factor using the chart below. The Adjustment Factor for performance rankings between points on this chart shall be determined by linear interpolation between the values listed. In no event shall the Adjustment Factor exceed 200%. If the performance ranking is below the 30th percentile, the Adjustment Factor shall be zero.


Performance Ranking	Adjustment Factor
90th percentile or above	200%
60th percentile (“Target”)	100%
30th percentile	50%
Below 30th percentile	0%

3. Return on Capital Employed Performance Units – Calculation of Performance Unit Adjustment.

(i) [NUMBER]2 of the Performance Units shall vest to the extent to which the Company has achieved the Performance Goals related to ROCE (the “ROCE Performance Units”). The number of ROCE Performance Units that shall vest as of the Vesting Date shall be equal to the product of (a) the number of ROCE Performance Units at Target, multiplied by (b) the Adjustment Factor.

(ii) ROCE shall be calculated and certified by the Committee. The percentage of the Company’s ROCE shall determine the Adjustment Factor using the chart below. The Adjustment Factor for performance percentages between points on this chart shall be determined by linear interpolation between the values listed. In no event shall the Adjustment Factor exceed 200%. If the performance percentage is below the 10%, the Adjustment Factor shall be zero.


Performance Percentage	Adjustment Factor
20% or above	200%
15% (“Target”)	100%
10%	50%
Below 10%	0%

For purposes of this Agreement, the number of vested Performance Units shall be determined by adding the number of vested TSR Performance Units and vested ROCE Performance Units.

1 Note to Draft: Equal to 50% of the number of Target Performance Units.

2 Note to Draft: Equal to 50% of the number of Target Performance Units.

Schedule I