Sec Form 4 Filing - Underwood Donald M @ Innovex International, Inc. - 2024-09-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Underwood Donald M 2. Issuer Name and Ticker or Trading Symbol Innovex International, Inc. [ INVX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP - Subsea Products (Last) (First) (Middle) 19120 KENSWICK DR 3. Date of Earliest Transaction (MM/DD/YY) 09/06/2024 (Street) HUMBLE, TX77338 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/06/2024 A( 1 )( 2 ) 23,742 A 48,085 D Common Stock 09/06/2024 F 9,344 ( 3 ) D $ 15.41 38,741 D Common Stock 09/06/2024 F 6,545 ( 4 ) D $ 15.41 32,196 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Underwood Donald M 19120 KENSWICK DR HUMBLE, TX77338 VP - Subsea Products Signatures /s/ Donald M. Underwood 09/10/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares received upon the vesting and settlement of all of the Reporting Person's outstanding performance unit awards (the "Performance Units") in connection with the consummation of the mergers (the "Mergers") contemplated by that certain Agreement and Plan of Merger, dated as of March 18, 2024, by and among Innovex International, Inc. (formerly named Dril-Quip, Inc.) (the "Issuer"), certain subsidiaries of the Issuer and Innovex Downhole Solutions, Inc., as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of June 12, 2024. ( 2 )The Performance Units were granted pursuant to the Issuer's 2017 Omnibus Incentive Plan and vested at 100% of the target level on the Reporting Person's last day of employment with the Issuer pursuant to the Separation Agreement and General Release of Claims between the Reporting Person and the Issuer, dated September 6, 2024 (the "Separation Agreement"), a copy of which was filed as an exhibit to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2024. ( 3 )Represents the number of shares withheld to satisfy tax withholding obligations in connection with the vesting and settlement of the Performance Units on September 6, 2024. ( 4 )Represents the number of shares withheld to satisfy tax withholding obligations in connection with the vesting and settlement of all of the Reporting Person's outstanding restricted stock awards on September 6, 2024 in connection with the consummation of the Mergers.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.