DRQ / Dril-Quip, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Innovex International, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Innovex International, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-13439 74-2162088 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 19120 Kenswick Drive Humble, Texas 77338 (Address of pr

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 7, 2026 INNOVEX INTERNATIONAL

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 7, 2026 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13439 INNOVEX I

Three months ended

Innovex Announces First Quarter 2026 Results HOUSTON, May 4, 2026 – Innovex International, Inc.

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 4, 2026 INNOVEX INTERNATIONAL

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 4, 2026 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission

Introduction Record Date and Voting Securities Security Ownership of Certain Beneficial Owners and Management PROPOSAL 1. Election of Directors Corporate Governance Matters Executive Officers Related Person Transactions Director Compensation Executiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

ARS

UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☒ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2025 OR ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfromto CommissionFileNumber001-13439 INNOVEXINTERNATIONAL,INC. (Exact name of Registrant as specified i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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): March 5, 2026 INNOVEX INTERNATION

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): March 5, 2026 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commissi

As used in this Section 18(g): “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term

Execution Version Innovex International, Inc. 5,750,000 Shares of Common Stock Underwriting Agreement February 25, 2026 J.P. Morgan Securities LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 270 Park Avenue New York, New York 10017 Ladies and Gentlemen: Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Innov

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): February 25, 2026 INNOVEX INTERNA

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): February 25, 2026 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Comm

Joint Active Bookrunners

424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration Number 333-282178 Prospectus supplement (To Prospectus dated October 1, 2024) 5,750,000 shares Innovex International, Inc.

Innovex International, Inc. Attention: Investor Relations 19120 Kenswick Drive Humble, Texas 77338 (346) 398-0000

424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration Number 333-282178 The information in this preliminary prospectus supplement is not complete and may be changed.

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following discussion is a summary of the terms of the common stock of Innovex International, Inc. (the “Company,” “we,” “us” or “our”), which is the only class of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Excha

Innovex International, Inc. List of Subsidiaries As of December 31, 2025

Exhibit 21.1 Innovex International, Inc. List of Subsidiaries As of December 31, 2025 Innovex Downhole Solutions, LLC (Delaware) Downhole Well Solutions, LLC (Texas) Citadel Casing Solutions, LLC (Texas) Innovex Saudi Arabia Oil Tools Limited (Saudi Arabia) Alpha Oil Tools S.A. (Argentina) Innovex Colombia S.A.S. (Colombia) Innovex SPC (Oman) Rubicon Oilfield International AS (Norway) Rubicon Oilf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-13439 INNOVEX INTERNA

Three months ended

Innovex Announces Fourth-Quarter and Full Year 2025 Results HOUSTON, February 23, 2026 – Innovex International, Inc.

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): February 23, 2026 INNOVEX INTERNA

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): February 23, 2026 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Comm

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): November 5, 2025 INNOVEX INTERNAT

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): November 5, 2025 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13439 INNOVEX INTERNATIONAL, INC.

Three months ended

Exhibit 99.1 Innovex Announces Third Quarter 2025 Results HOUSTON, November 3, 2025 – Innovex International, Inc. (NYSE: INVX) (“Innovex,” the “Company” or “we”) today announced financial and operating results for the third quarter of 2025. Third Quarter Highlights • Revenue of $240 million, up 7% quarter over quarter • Net Income of $39 million, net income margin of 16% • Adjusted EBITDA1 of $44

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): November 3, 2025 INNOVEX INTERNAT

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): November 3, 2025 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13439 INNOVEX INTERNATIONAL, INC.

Q2 2025 Earnings Presentation

Exhibit 99.2

Innovex International, Inc. Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands, except share and per share amounts)

Exhibit 99.1 Innovex Announces Second Quarter 2025 Results HOUSTON, August 5, 2025 – Innovex International, Inc. (NYSE: INVX) (“Innovex,” the “Company” or “we”) today announced financial and operating results for the second quarter of 2025. Second Quarter Highlights • Revenue of $224 million, down 7% quarter over quarter • Net Income of $15 million, net income margin of 7% • Adjusted EBITDA1 of $4

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): August 5, 2025 INNOVEX INTERNATIO

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): August 5, 2025 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) (Commissio

Form of Performance Unit Award Agreement

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 th

Form of Restricted Stock Unit Award Agreement

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 Lo

As filed with the Securities and Exchange Commission on May 29, 2025.

As filed with the Securities and Exchange Commission on May 29, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 74-2162088 (State or other jurisdiction of incorporation or organization) (I.R.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) INNOVEX INTERNATIONAL, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Innovex International, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Innovex International, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-13439 74-2162088 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 19120 Kenswick Drive Humble, Texas 77338 (Address of pr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 14, 2025 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commissio

Certificate of Amendment to Innovex International, Inc. Restated Certificate of Incorporation, dated May 14, 2025

CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF INNOVEX INTERNATIONAL, INC.

Innovex International, Inc. 2025 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2025).

Innovex International, Inc. 2025 Long-Term Incentive Plan 1. Purpose. The purpose of the Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for stockholders of the Company by closely aligning the interests of such individuals with th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

v UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13439 INNOVEX INTERNATIONAL, INC.

Innovex International, Inc. Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands, except share and per share amounts)

Innovex Announces First Quarter 2025 Results Exhibit 99.1 HOUSTON, May 6, 2025 – Innovex International, Inc. (NYSE: INVX) (“Innovex,” the “Company” or “we”) today announced financial and operating results for the first quarter of 2025. First Quarter Highlights • Revenue of $240 million, down 4% quarter over quarter • Net Income of $15 million, net income margin of 6% • Adjusted EBITDA1 of $46 mill

Q1 2025 Earnings Presentation

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 6, 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

Purchase and Sale Agreement, dated as of April 21, 2025, by and between Innovex International, Inc. and BIG Acquisitions LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on April 25, 2025).

Dril-Quip Portfolio PURCHASE AND SALE AGREEMENT THIS AGREEMENT is made as of April 21, 2025 (the “Effective Date”) by and between INNOVEX INTERNATIONAL, INC.

Innovex International, Inc. Announces Divestiture of the Dril-Quip Eldridge Campus - a Significant Business Transformation Milestone - and Provides Business Update

Innovex International, Inc. Announces Divestiture of the Dril-Quip Eldridge Campus - a Significant Business Transformation Milestone - and Provides Business Update HOUSTON, April 25, 2025 – Innovex International, Inc. (NYSE: INVX) (the “Company” or “Innovex”) announced its entry into a definitive agreement to sell its facility located at 6401 North Eldridge Pkwy, Houston, Texas 77041 (the “Propert

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 21, 2025 Innovex International, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-13439 74-2162088 (State or Other Jurisdiction of Incorporation) (Commiss

ARS

UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☒ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2024 OR ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934FORTHE TRANSITIONPERIODFROMTO CommissionFileNumber001-13439 INNOVEXINTERNATIONAL,INC. (ExactnameofRegistrantasspecifiedinitsCh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

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

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): March 3, 2025 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Innovex International, Inc. Clawback Policy

INNOVEX INTERNATIONAL, INC. CLAWBACK POLICY Recoupment of Incentive-Based Compensation It is the policy of Innovex International, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws (including

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-13439 INNOVEX INTERNA

Third Amended and Restated Revolving Credit, Guaranty and Security Agreement, dated as of February 27, 2025, among Innovex International, Inc., and each party joined thereto from time to time as a guarantor, as guarantors, the financial institutions from time to time party thereto, as lenders, and PNC Bank, National Association, as the agent for lenders.

Deal CUSIP Number: 45782YAA2 Revolver CUSIP Number: 45782YAB0 THIRD AMENDED AND RESTATED REVOLVING CREDIT, GUARANTY AND SECURITY AGREEMENT AMONG INNOVEX INTERNATIONAL, INC.

Innovex International, Inc. Insider Trading Policy

INNOVEX INTERNATIONAL, INC. LEGAL POLICY – INSIDER TRADING 1.0 Introduction 1.1. In the normal course of business, officers, directors, employees and contractors of Innovex International, Inc. (“Innovex”) may come into possession of significant, sensitive information. Because Innovex is a publicly traded company, federal insider trading laws generally prohibit any director, officer or employee of

Description of securities.

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following discussion is a summary of the terms of the common stock of Innovex International, Inc.

Subsidiaries of the Company.

Exhibit 21.1 Innovex International, Inc. List of Subsidiaries As of January 13, 2025 Innovex Downhole Solutions, LLC (Delaware) Downhole Well Solutions, LLC (Texas) Innovex Saudi Arabia Oil Tools Limited (Saudi Arabia) Alpha Oil Tools S.A. (Argentina) Innovex Colombia S.A.S. (Colombia) Innovex Downhole Solutions Mexico, S.A. de C.V. (Mexico) Innovex Downhole Solutions, LLC (Ecuador) Branch (Ecuado

02 - 26 - 2025

TRANSCRIPT 02 - 26 - 2025 Innovex Intl Inc. Fourth Quarter 2024 Earnings TOTAL PAGES: 14 Innovex Intl Inc. Fourth Quarter 2024 Earnings CORPORATE SPEAKERS: Adam Anderson Innovex; Chief Executive Officer Avinash Cuddapah Innovex; Senior Director of Investor Relations Kendal Reed Innovex; Chief Financial Officer PARTICIPANTS: David Smith Pickering Energy Partners; Analyst Eddie Kim Barclays; Analyst

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 26, 2025 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Comm

Q4 2024 Earnings Presentation

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 25, 2025 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Comm

Three Months Ended

Exhibit 99.1 Innovex Announces Fourth-Quarter 2024 Results HOUSTON, February 25, 2025 – Innovex International, Inc. (NYSE: INVX) (“Innovex,” the “Company” or “we”) today announced financial and operating results for the fourth quarter and full year of 2024. Fourth Quarter Highlights • Revenue1 of $251 million, up 65% quarter over quarter • Net Income of $32 million, net income margin of 13% • Adju

Regulation FD Disclosure

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): December 11, 2024 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Comm

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

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): November 29, 2024 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Comm

Equity Purchase Agreement, dated as of November 29, 2024, by and among Innovex International, Inc., Downhole Well Solutions, LLC and the Sellers

Exhibit 2.1 Execution Version EQUITY PURCHASE AGREEMENT by and among INNOVEX INTERNATIONAL, INC. and DOWNHOLE WELL SOLUTIONS, LLC and SELLERS November 29, 2024 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS; INTERPRETATION 1 1.1 Definitions 1 1.2 Index of Defined Terms 11 1.3 Certain Interpretive Matters 12 ARTICLE 2 PURCHASE AND SALE 13 2.1 Purchase and Sale 13 2.2 Closing and Payments at the Closi

December 2nd, 2024

Exhibit 99.1 December 2nd, 2024 Innovex completes purchase of Downhole Well Solutions HOUSTON – December 2, 2024 – Innovex International, Inc. (NYSE: INVX) (“Innovex”), a leading provider of products and technologies to the oil and gas industry, is pleased to announce that it has completed the acquisition of the remaining equity ownership of Downhole Well Solutions, LLC (“DWS”). Innovex previously

INVX / Innovex International, Inc. / BRANDES INVESTMENT PARTNERS, LP - 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.) * Innovex International Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 457651107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

INVX / Innovex International, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 UnitedStates13GInnovexInt.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Innovex International Inc (Title of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13439 INNOVEX INTERNATIONAL, INC.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2024 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commi

Three Months Ended

Exhibit 99.1 Innovex Announces Third-Quarter 2024 Results HOUSTON, November 7, 2024 – Innovex International, Inc. (NYSE: INVX) (“Innovex,” “we” or the “Company”) today announced financial and operating results for the third quarter of 2024. Third Quarter Highlights • Closed transformative merger between Innovex Downhole Solutions, Inc. and former Dril-Quip, Inc., positioning the combined business

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Highly Confidential | 1 Innovex International Q3 2024 Earnings PresentationHighly Confidential | 2 Disclaimer Important Information and Disclaimers This disclaimer applies to this document and the verbal or written comments of any person presenting it.

Q3 2024 Earnings Presentation

Exhibit 99.2

INVX / Innovex International, Inc. / VANGUARD GROUP INC Passive Investment

240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) Innovex International Inc (Title of Class of Securities) Common Stock (CUSIP Number) 4

INVX / Innovex International, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Innovex International Inc (Name of Issuer) Common Stock (Title of Class of Securities) 457651107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Contract Extension Agreement between Innovex International, Inc. and Kyle McClure, effective as of October 8, 2024.

Exhibit 10.1 October 8, 2024 Contract Extension This CONTRACT EXTENSION AGREEMENT (“Extension”) is dated as of October 8, 2024 (the “Effective Date”), by and between: Kyle McClure AND Innovex International Collectively known as the “Parties”. WHEREAS the Parties entered into a Contractor on September 9, 2024 (the “Original Contract”). WHEREAS the Parties hereby agree to extend the term of the Orig

Current Report

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): October 8, 2024 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commis

INVX / Innovex International, Inc. / BlackRock, Inc. Passive Investment

SC 13G 1 us4576511079100724.txt us4576511079100724.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) INNOVEX INTERNATIONAL INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 457651107 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriat

DRQ / Dril-Quip, Inc. / BRANDES INVESTMENT PARTNERS, LP - 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2) * Dril-Quip Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 262037104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

Current Report

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): September 27, 2024 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Com

Letter from Grant Thornton LLP addressed to the Securities and Exchange Commission dated October 1, 2024

Exhibit 16.1 October 1, 2024 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Innovex International, Inc. File No. 001-13439 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Innovex International, Inc. dated September 27, 2024, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ GRANT THO

[Signature Page Follows]

September 27, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Innovex International, Inc. Registration Statement on Form S-3 Filed September 17, 2024 Registration No. 333-282178 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securi

LETTER

September 26, 2024 Adam Anderson Chief Executive Officer Innovex International, Inc.

Form of RSU Assumption Notice.

Exhibit 99.2 INNOVEX INTERNATIONAL, INC. RESTRICTED STOCK UNIT ASSUMPTION NOTICE Dear [Name]: As you know, on March 18, 2024, Innovex International, Inc., a Delaware corporation formerly named Dril-Quip, Inc. (“Innovex International” or the “Company”), entered into an Agreement and Plan of Merger, as amended by the First Amendment to the Agreement and Plan of Merger, dated as of June 12, 2024 (the

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Innovex International, Inc.

As filed with the Securities and Exchange Commission on September 17, 2024

S-3 Table of Contents As filed with the Securities and Exchange Commission on September 17, 2024 Registration No.

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) INNOVEX INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type  Security Class Title (1) Fee Calculation Rule (2) Amount Registered Proposed Maximum    Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity 

Innovex 2016 Long-Term Incentive Plan.

Exhibit 99.1 INNOVEX DOWNHOLE SOLUTIONS, INC. 2016 LONG-TERM INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby better

As filed with the Securities and Exchange Commission on September 17, 2024.

As filed with the Securities and Exchange Commission on September 17, 2024. Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 74-2162088 (State or Other Jurisdiction of Incorporation or Organization

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial information and the accompanying notes (the “Pro Forma Financial Information”) are presented to illustrate the estimated effects of the Mergers (as defined below) between Dril-Quip, Inc. (“Dril-Quip”) and Innovex Downhole Solutions Inc. (“Innovex”) pursuant to an

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 6, 2024 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 INNOVEX DOWNHOLE SOLUTIONS, INC.

Exhibit 99.2 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 INNOVEX DOWNHOLE SOLUTIONS, INC. Table of Contents Page Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 (Unaudited) F-1 Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended June 30, 2024 a

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND CONSOLIDATED FINANCIAL STATEMENTS INNOVEX DOWNHOLE SOLUTIONS, INC. December 31, 2023

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND CONSOLIDATED FINANCIAL STATEMENTS INNOVEX DOWNHOLE SOLUTIONS, INC. December 31, 2023 F-1 Table of Contents Page Report of Independent Registered Public Accounting Firm F-3 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-5 Consolidated Statements of Operations and Comprehensive Income for the Years Ended Decembe

JOINT FILING AGREEMENT

EX-99.1 2 d617270dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Innovex Intern

DRQ / Dril-Quip, Inc. / Amberjack Capital Partners, L.P. - SC 13D Activist Investment

SC 13D 1 d617270dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Innovex International, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title and Class of Securities) 457651107 (CUSIP Number) W. Patrick Connelly Amberjack Capital Partners, L.P. 1021 Main Street, Suite 11

Current Report

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): September 8, 2024 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Comm

Letter Agreement between Innovex International, Inc. and Kyle McClure, dated as of September 8, 2024.

Exhibit 10.1 Kyle McClure Via Email Dear Kyle, This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services (as described on Schedule 1) to Innovex Downhole Solutions, with offices located at 19120 Kenswick Dr, Humble TX 77338 (the “Company”). 1. SERVICES. 1.1 The Company hereby engages you, and you hereby accept such engagement, as an

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SC 13D/A 1 drq12.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12) Innovex International, Inc. (previously filed under Dril-Quip, Inc.) (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 457651107 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New

Stockholders Agreement, dated as of September 6, 2024, by and among Innovex International, Inc., Amberjack Capital Partners, L.P., Intervale Capital Fund II, 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. and Intervale Capital Fund II-A, L.P.

Exhibit 4.2 STOCKHOLDERS’ AGREEMENT of INNOVEX INTERNATIONAL, INC. Dated as of September 6, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.1. Definitions 1 SECTION 1.2. Construction 6 ARTICLE II CORPORATE GOVERNANCE 6 SECTION 2.1. Board of Directors 6 SECTION 2.2. Permitted Disclosure 10 SECTION 2.3. Information Rights 11 SECTION 2.4. Corporate Opportunity Waiver 11 ARTICLE III STAN

Separation Agreement and General Release of Claims, dated September 6, 2024, by and between Dril-Quip, Inc. and James C. Webster.

Exhibit 10.10 Dril-Quip, Inc. · 2050 West Sam Houston Parkway S., Suite 1100, Houston, Texas · 77042 · Tel 713-939-7711 September 6, 2024 James C. Webster Re: Separation Agreement and Release Dear James: This letter agreement (this “Agreement”) confirms the terms and conditions concerning your termination of employment with the Company effective immediately following the closing of the mergers con

Joinder Agreement, dated as of September 6, 2024, by and among Innovex Downhole Solutions, Inc., Tercel Oilfield Products USA L.L.C., Top-Co Inc., Pride Energy Services, LLC, Dril-Quip, Inc., TIW Corporation, Innovex Downhole Solutions, LLC and PNC Bank, National Association.

Exhibit 10.1 JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of September 6, 2024 (the “Joinder Date”), is by and among Tercel Oilfield Products USA L.L.C., a Texas limited liability company (“Tercel”), Pride Energy Services, LLC, a Texas limited liability company (“Pride”), Top-Co Inc., an Alberta corporation (“Top-Co” and, together with Tercel and Pride, each an “Existing B

Innovex and Dril-Quip Complete Merger, Creating Unique Energy Industrial Platform Innovex International to Begin Trading on NYSE Under Symbol “INVX” on September 9, 2024

Exhibit 99.1 Innovex and Dril-Quip Complete Merger, Creating Unique Energy Industrial Platform Innovex International to Begin Trading on NYSE Under Symbol “INVX” on September 9, 2024 HOUSTON – September 6, 2024 – Dril-Quip, Inc. (NYSE: DRQ) (“Dril-Quip” or the “Company”), a leading developer, manufacturer and provider of highly engineered equipment and services for the global offshore and onshore

Form of Indemnification Agreement.

Exhibit 10.7 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of September 6, 2024, by and between Innovex International, Inc., a Delaware corporation (the “Company”), and [] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities

Separation Agreement and General Release of Claims, dated September 6, 2024, by and between Dril-Quip, Inc. and Kyle F. McClure.

Exhibit 10.9 Dril-Quip, Inc. · 2050 West Sam Houston Parkway S., Suite 1100, Houston, Texas · 77042 · Tel 713-939-7711 September 6, 2024 Kyle F. McClure Re: Separation Agreement and Release Dear Kyle: This letter agreement (this “Agreement”) confirms the terms and conditions concerning your termination of employment with the Company effective immediately following the closing of the mergers contem

Separation Agreement and General Release of Claims, dated September 6, 2024, by and between Dril-Quip, Inc. and Jeffrey J. Bird.

Exhibit 10.8 Dril-Quip, Inc. · 2050 West Sam Houston Parkway S., Suite 1100, Houston, Texas · 77042 · Tel 713-939-7711 September 6, 2024 Jeffrey J. Bird Re: Separation Agreement and Release Dear Jeff: This letter agreement (this “Agreement”) confirms the terms and conditions concerning your termination of employment with the Company effective immediately following the closing of the mergers contem

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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): September 6, 2024 INNOVEX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Comm

Certificate of Amendment to the Restated Certificate of Incorporation of Innovex International, Inc., dated September 6, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on September 6, 2024).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF DRIL-QUIP, INC. Dril-Quip, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: FIRST: The name of the Corporation is Dril-Quip, Inc. The Restated Certificate of Incorporation of the Cor

Registration Rights Agreement, dated as of September 6, 2024, by and among Innovex International, Inc., Intervale Capital Fund II, 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. and Intervale Capital Fund II-A, L.P.

Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 6th day of September, 2024, by and among Innovex International, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”). WHEREAS, Dril-Quip,

Amendment to the Amended and Restated Bylaws, dated September 6, 2024 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Company on September 6, 2024).

Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF DRIL-QUIP, INC. Pursuant to Article VII, Section 7.1 of the Amended and Restated Bylaws (the “Bylaws”) of Dril-Quip, Inc., a Delaware corporation (the “Corporation”), the Corporation certifies that: FIRST: All references to “Dril-Quip, Inc.” in the Bylaws are hereby deleted and replaced with references to “Innovex International, Inc.” SEC

Separation Agreement and General Release of Claims, dated September 6, 2024, by and between Dril-Quip, Inc. and Donald M. Underwood.

Exhibit 10.11 Dril-Quip, Inc. · 2050 West Sam Houston Parkway S., Suite 1100, Houston, Texas · 77042 · Tel 713-939-7711 September 6, 2024 Don Underwood Re: Separation Agreement and Release Dear Don: This letter agreement (this “Agreement”) confirms the terms and conditions concerning your termination of employment with the Company effective immediately following the closing of the mergers contempl

Current Report

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): September 5, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL - EXHIBIT A Activist Investment

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Dril-Quip Urges Stockholders to Vote “FOR” Merger with Innovex TODAY Transaction is immediately and significantly accretive on all core metrics to Dril-Quip stockholders and will materially enhance Dril-Quip’s strategic positioning Dril-Quip Board un

Filed by Dril-Quip, Inc. pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Dril-Quip, Inc. Commission File No.: 001-13439 Innovex Downhole Solutions, Inc. Dril-Quip Urges Stockholders to Vote “FOR” Merger with Innovex TODAY Transaction is immediately and significantly accretive on all core me

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SC 13D/A 1 drq11.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) Dril-Quip, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 262037104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Te

Filed by Dril-Quip, Inc. pursuant to

Filed by Dril-Quip, Inc. pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Dril-Quip, Inc. Commission File No.: 001-13439 Innovex Downhole Solutions, Inc. August 28, 2024 To: Glass Lewis Re: Report Feedback Statement Dril-Quip and its Board of Directors strongly disagree with the review and r

Dril-Quip Challenges Accuracy of Glass Lewis Report and Urges Stockholders to Vote “FOR” Merger with Innovex Glass Lewis declined to meet with Dril-Quip board and management and issued report that contains unsubstantiated and misguided conclusions Pr

425 Filed by Dril-Quip, Inc. pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Dril-Quip, Inc. Commission File No.: 001-13439 Innovex Downhole Solutions, Inc. Dril-Quip Challenges Accuracy of Glass Lewis Report and Urges Stockholders to Vote “FOR” Merger with Innovex Glass Lewis declined to m

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): August 25, 2024 DRIL-QUIP, INC. (

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): August 25, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Nu

Waiver Agreement, dated as of August 25, 2024, by and between Dril-Quip, Inc. and Innovex Downhole Solutions, Inc.

Exhibit 10.1 August 25, 2024 Dril-Quip, Inc. 2050 West Sam Houston Parkway S., Suite 1100 Houston, Texas 77042 Attention: James Webster Email: [email protected] Innovex Downhole Solutions, Inc. 19210 Kenswick Drive Humble, Texas 77338 Attention: Adam Anderson Email: [email protected] Attention: Kendal Reed Email: [email protected] VIA EMAIL Re: Waiver of Conditions P

Dril-Quip and Innovex Announce Withdrawal of Charter Amendment Proposal

Exhibit 99.1 Dril-Quip and Innovex Announce Withdrawal of Charter Amendment Proposal Houston, TX – August 26, 2024 – Dril-Quip, Inc. (NYSE:DRQ) (“Dril-Quip”) and Innovex Downhole Solutions, Inc. (“Innovex”) today announced that the parties have agreed to waive the condition to the consummation of Dril-Quip’s proposed merger with Innovex requiring the approval of the amendment of Dril-Quip’s restat

Regulation FD Disclosure

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): August 25, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Nu

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) Dril-Quip, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 262037104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Per

Dril-Quip, Inc. 2050 West Sam Houston Pkwy S., Suite 1100 Houston, Texas 77042 (713) 939-7711

Filed Pursuant to 424(b)(3) Registration No. 333-279048 SUPPLEMENT TO THE NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 5, 2024 AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, DATED AUGUST 6, 2024 Dril-Quip, Inc. 2050 West Sam Houston Pkwy S., Suite 1100 Houston, Texas 77042 (713) 939-7711 On August 6, 2024, we mailed you a definitive proxy statement/prospectus dated August 6, 2024

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL - EXHIBIT A Activist Investment

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DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL - EXHIBIT A Activist Investment

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DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) Dril-Quip, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 262037104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Pers

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): August 19, 2024 DRIL-QUIP, INC. (

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): August 19, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Nu

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): August 19, 2024 DRIL-QUIP, INC. (

425 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): August 19, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission Fil

Leading Independent Proxy Advisory Firm ISS Recommends Stockholders Vote “FOR” Dril-Quip’s Merger with Innovex ISS endorses transaction to create a unique energy industrial platform with greater scale, strong EBITDA, free cash flow generation and sig

Exhibit 99.1 Leading Independent Proxy Advisory Firm ISS Recommends Stockholders Vote “FOR” Dril-Quip’s Merger with Innovex ISS endorses transaction to create a unique energy industrial platform with greater scale, strong EBITDA, free cash flow generation and significant opportunities to grow value for all stockholders ISS notes that “a vote for the proposed transaction is warranted…”1 Dril-Quip B

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) Dril-Quip, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 262037104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Pers

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL - EXHIBIT A Activist Investment

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DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Dril-Quip, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 262037104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Pers

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Dril-Quip, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 262037104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Pers

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL - EXHIBIT A Activist Investment

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Regulation FD Disclosure, Other Events

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): August 12, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Nu

Disclaimer Important Information and Disclaimers This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as

Exhibit 99.1 August 2024 COMBINATION CREATES A UNIQUE ENERGY INDUSTRIAL PLATFORM LEADER Disclaimer Important Information and Disclaimers This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as the “Presentation.” Historical financial results presented in

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): August 12, 2024 DRIL-QUIP, INC. (

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): August 12, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Nu

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SC 13D/A 1 drq06.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Dril-Quip, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 262037104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Tel

Dril-Quip Announces Special Meeting Date to Vote on Pending Merger with Innovex; Form S-4 Registration Statement Declared Effective

425 Filed by Dril-Quip, Inc. pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Dril-Quip, Inc. Commission File No.: 001-13439 Dril-Quip Announces Special Meeting Date to Vote on Pending Merger with Innovex; Form S-4 Registration Statement Declared Effective HOUSTON, TX – August 6, 2024 – Dril-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-13439 DRIL-QUIP, INC. (Exact name of registrant as

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL - EXHIBIT A Activist Investment

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LETTER

August 6, 2024 Jeffrey J. Bird Chief Executive Officer Dril-Quip, Inc. 2050 West Sam Houston Parkway S., Suite 1100 Houston, Texas 77042 Re: Dril-Quip, Inc. Form 10-K/A for Fiscal Year Ended December 31, 2023 filed on August 01, 2024 Form 10-K/A for Fiscal Year Ended December 31, 2023 filed on July, 08, 2024 Form 10-K for Fiscal Year Ended December 31, 2023 filed on February 27, 2024 File No. 001-

PROXY STATEMENT/PROSPECTUS MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-279048 PROXY STATEMENT/PROSPECTUS MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT On behalf of the board of directors of Dril-Quip, Inc. (“Dril-Quip”), we are pleased to enclose the accompanying proxy statement/prospectus relating to the business combination of Dril-Quip and Innovex Downhole Solutions, Inc. (“Innovex”). We are req

Fourth Amendment to Second Amended and Restated Revolving Credit, Term Loan, Guaranty and Security Agreement and Limited Waiver, dated as of June 28, 2024, among Innovex Downhole Solutions, Inc., Tercel Oilfield Products USA L.L.C., Top-Co Inc., Pride Energy Services, LLC and each person joined to the Credit Agreement as a borrower from time to time, as borrowers, each person joined to the Credit Agreement as a guarantor from time to time, the financial institutions from time to time party to the Credit Agreement as lenders and PNC Bank, National Association, as agent for lenders.

Exhibit 10.5 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN, GUARANTY AND SECURITY AGREEMENT AND LIMITED WAIVER THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN, GUARANTY AND SECURITY AGREEMENT AND LIMITED WAIVER (this “Amendment”) is made and entered into as of June 28, 2024, by and among INNOVEX DOWNHOLE SOLUTIONS, INC., a corporation

DRIL-QUIP, INC. 2050 West Sam Houston Parkway S., Suite 1100 Houston, TX 77042

CORRESP DRIL-QUIP, INC. 2050 West Sam Houston Parkway S., Suite 1100 Houston, TX 77042 August 5, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549-3561 Attention: Lauren Pierce Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-4, as amended (File No. 333-279048) Dear Ms. Pie

Form of Proxy Card for Special Meeting of Dril-Quip, Inc.

Exhibit 99.1 C123456789 000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 extENDORSEMENTLINE SACKPACK MR A SAMPLEDESIGNATION (IF ANY)ADD 1ADD 2ADD 3ADD 4ADD 5ADD 6 Your vote matters heres how to vote!You may vote online or by phone instead of mailing this card.Votes submitted electronically must bereceived by 10:59 p.m., Central Ti

As filed with the Securities and Exchange Commission on August 5, 2024

Table of Contents As filed with the Securities and Exchange Commission on August 5, 2024 Registration No.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 1, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File N

August 1, 2024

August 1, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Becky Chow Re: Dril-Quip, Inc. Form 10-K/A for Fiscal Year Ended December 31, 2023 Correspondence filed on July 15, 2024 File No. 001-13439 Dear Ms. Chow: On behalf of Dril-Quip, Inc., a Delaware corporation (the “Company”), set forth below are responses of

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): August 1, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Num

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2)

Table of Contents United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commissi

Three months ended

Exhibit 99.1 DRIL-QUIP, INC. ANNOUNCES SECOND QUARTER 2024 RESULTS HOUSTON, August 1, 2024 — Dril-Quip, Inc. (NYSE: DRQ), (the “Company” or “Dril-Quip”), a developer, manufacturer and provider of highly engineered equipment, service, and innovative technologies for use in the energy industry, today reported operational and financial results for the three months ended June 30, 2024. Second Quarter

LETTER

July 22, 2024 Jeffrey J. Bird Chief Executive Officer Dril-Quip, Inc. 2050 West Sam Houston Parkway S., Suite 1100 Houston, Texas 77042 Re: Dril-Quip, Inc. Form 10-K/A for Fiscal Year Ended December 31, 2023 Correspondence filed on July 15, 2024 File No. 001-13439 Dear Jeffrey J. Bird: We have reviewed your July 15, 2024 response to our comment letter and have the following comments. Please respon

July 15, 2024

July 15, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Becky Chow Re: Dril-Quip, Inc. Form 10-K/A for Fiscal Year Ended December 31, 2023 Response dated July 8, 2024 File No. 001-13439 Dear Ms. Chow: On behalf of Dril-Quip, Inc., a Delaware corporation (the “Company”), set forth below are responses of the Compan

LETTER

July 12, 2024 Jeffrey J. Bird Chief Executive Officer Dril-Quip, Inc. 2050 West Sam Houston Parkway S., Suite 1100 Houston, Texas 77042 Re: Dril-Quip, Inc. Form 10-K/A for Fiscal Year Ended December 31, 2023 Response dated July 8, 2024 File No. 001-13439 Dear Jeffrey J. Bird: We have reviewed your Form 10-K/A filed on July 8, 2024 and have the following comments. Please respond to this letter with

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Dril-Quip, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 262037104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Pers

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL - EXHIBIT A Activist Investment

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Current Report

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): July 8, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Numbe

July 8, 2024

July 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Becky Chow Re: Dril-Quip, Inc. Form 10-K filed on February 27, 2024 Correspondence filed on June 25, 2024 File No. 001-13439 Dear Ms. Chow: On behalf of Dril-Quip, Inc., a Delaware corporation (the “Company”), set forth below are responses of the Company to t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (MARK ONE)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-13439 DRIL-QUIP, INC. (Exact name of registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

Table of Contents United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001

DRIL-QUIP, INC. CLAWBACK POLICY

Exhibit 97.1 DRIL-QUIP, INC. CLAWBACK POLICY Recoupment of Incentive-Based Compensation It is the policy of Dril-Quip, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws (including any such co

SUBSIDIARIES OF DRIL-QUIP, INC.

Exhibit 21.1 SUBSIDIARIES OF DRIL-QUIP, INC. Name of Entity Jurisdiction of Formation Dril-Quip, Inc. Delaware Dril-Quip Holdings Pty. Ltd Australia Dril-Quip do Brasil Ltda. Brazil Great North Wellhead ULC Alberta Redco Equipment Sales ULC Alberta Dril-Quip Oilfield Services (Tianjin) Co., Ltd. China Dril-Quip AP Holdings LLC Delaware Dril-Quip Foreign Interests LLC Delaware Dril-Quip Holdings LL

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): July 8, 2024 DRIL-QUIP, INC. (Exa

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): July 8, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Numbe

LEGAL POLICY – INSIDER TRADING

Exhibit 19.1 LEGAL POLICY – INSIDER TRADING 1.0 Introduction 1.1 In the normal course of business, officers, directors, employees and contractors of Dril-Quip, Inc. (“Dril-Quip”) may come into possession of significant, sensitive information. In the eyes of the law, this information is considered the property of Dril-Quip; persons affiliated with Dril-Quip are entrusted with this information. Beca

LETTER

United States securities and exchange commission logo June 28, 2024 Jeffrey J. Bird Chief Executive Officer Dril-Quip, Inc. 2050 West Sam Houston Parkway S., Suite 1100 Houston, Texas 77042 Re: Dril-Quip, Inc. Form 10-K filed on February 27, 2024 Correspondence filed on June 24, 2024 File No. 001-13439 Dear Jeffrey J. Bird: We have reviewed your June 25, 2024 response to our comment letter and hav

EXHIBIT A

CORRESP June 25, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Becky Chow Re: Dril-Quip, Inc. Form 10-K filed on February 27, 2024 File No. 001-13439 Dear Ms. Chow: On behalf of Dril-Quip, Inc., a Delaware corporation (the “Company”), set forth below are responses of the Company to the comments of the staff of t

Gibson, Dunn & Crutcher LLP

Gibson, Dunn & Crutcher LLP 811 Main Street Houston, TX 77002-6117 Tel 346.718.6600 www.gibsondunn.com June 21, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Becky Chow Re: Dril-Quip, Inc. Form 10-K filed on February 27, 2024 File No. 001-13439 Dear Ms. Chow: Dril-Quip, Inc. (the “Company”) is in receipt

As filed with the Securities and Exchange Commission on June 14, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM S-4 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Dril-Quip, Inc. (Exact name of re

Table of Contents As filed with the Securities and Exchange Commission on June 14, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Abu Dhabi • Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles Munich • New York • Orange County • Palo Alto • Paris • Riyadh • San Francisco • Singapore • Washington, D.C.

CORRESP June 14, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Lauren Pierce Re: Dril-Quip, Inc.   Registration Statement on Form S-4   Filed May 1, 2024   File No. 333-279048 Dear Ms. Pierce: On behalf of Dril-Quip, Inc., a Delaware corporation (the “Company”), set forth below are responses of the Company to th

DRQ / Dril-Quip, Inc. / BRANDES INVESTMENT PARTNERS, LP - 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1) * Dril-Quip Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 262037104 (CUSIP Number) May 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL - EXHIBIT A Activist Investment

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DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Dril-Quip, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 262037104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Pers

LETTER

United States securities and exchange commission logo June 3, 2024 Jeffrey J. Bird Chief Executive Officer Dril-Quip, Inc. v2050 West Sam Houston Parkway S., Suite 1100 Houston, Texas 77042 Re: Dril-Quip, Inc. Form 10-K filed on February 27, 2024 File No. 001-13439 Dear Jeffrey J. Bird: We have limited our review of your filing to the financial statements and related disclosures and have the follo

LETTER

United States securities and exchange commission logo June 3, 2024 Jeffrey Bird Chief Executive Officer Dril-Quip, Inc.

Current Report

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 17, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Numbe

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 14, 2024 DRIL-QUIP, INC. (Exa

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 14, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Numbe

Regulation FD Disclosure, Other Events

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 14, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Numbe

Disclaimer Important Information and Disclaimers This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as

Exhibit 99.1 May 2024 CITI 2024 ENERGY AND CLIMATE TECHNOLOGY CONFERENCE Strictly Private and Confidential Disclaimer Important Information and Disclaimers This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as the “Presentation.” Historical financial r

Current Report

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 7, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Number

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 1, 2024 DRIL-QUIP, INC. (Exac

425 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 1, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Nu

Current Report

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 1, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Number

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 2, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-13439 DRIL-QUIP, INC. (Exact name of registrant as

DRIL-QUIP, INC. ANNOUNCES FIRST QUARTER 2024 RESULTS

Exhibit 99.1 DRIL-QUIP, INC. ANNOUNCES FIRST QUARTER 2024 RESULTS HOUSTON, May 2, 2024 — Dril-Quip, Inc. (NYSE: DRQ), (the “Company” or “Dril-Quip”), a developer, manufacturer and provider of highly engineered equipment, service, and innovative technologies for use in the energy industry, today reported operational and financial results for the three months ended March 31, 2024. First Quarter High

Consent of Bonnie S. Black to be named as a director upon completion of the mergers.

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Dril-Quip, Inc. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registrati

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Dril-Quip, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly R

Consent of Angie Sedita to be named as a director upon completion of the mergers.

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Dril-Quip, Inc. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registrati

Third Amendment to Second Amended and Restated Revolving Credit, Term Loan, Guaranty and Security Agreement and Limited Waiver, dated as of December 15, 2023, among Innovex Downhole Solutions, Inc., Tercel Oilfield Products USA L.L.C., Top-Co Inc., Pride Energy Services, LLC and each person joined to the Credit Agreement as a borrower from time to time, as borrowers, each person joined to the Credit Agreement as a guarantor from time to time, the financial institutions from time to time party to the Credit Agreement as lenders and PNC Bank, National Association, as agent for lenders.

Exhibit 10.4 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN, GUARANTY AND SECURITY AGREEMENT AND LIMITED CONSENT THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN, GUARANTY AND SECURITY AGREEMENT AND LIMITED CONSENT (this “Amendment”) is made and entered into as of December 15, 2023, by and among INNOVEX DOWNHOLE SOLUTIONS, INC., a corporat

Consent of Citigroup Global Markets Inc.

Exhibit 99.2 Consent of Citigroup Global Markets Inc. The Board of Directors Dril-Quip, Inc. 2050 West Sam Houston Parkway S., Suite 1100 Houston, Texas 77042 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated March 17, 2024, to the Board of Directors of Dril-Quip, Inc. (“Dril-Quip”), as Annex B to, and reference to such opinion letter under the headings “SUMMA

Second Amendment to Second Amended and Restated Revolving Credit, Term Loan, Guaranty and Security Agreement and Limited Waiver, dated as of April 3, 2023, among Innovex Downhole Solutions, Inc., Tercel Oilfield Products USA L.L.C., Top-Co Inc., Pride Energy Services, LLC and each person joined to the Credit Agreement as a borrower from time to time, as borrowers, each person joined to the Credit Agreement as a guarantor from time to time, the financial institutions from time to time party to the Credit Agreement as lenders and PNC Bank, National Association, as agent for lenders.

Exhibit 10.3 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN, GUARANTY AND SECURITY AGREEMENT AND LIMITED WAIVER THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN, GUARANTY AND SECURITY AGREEMENT AND LIMITED WAIVER (this “Amendment”) is made and entered into as of April 3, 2023, by and among INNOVEX DOWNHOLE SOLUTIONS, INC., a corporation

Consent of Patrick Connelly to be named as a director upon completion of the mergers.

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Dril-Quip, Inc. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registrati

Consent of Jason Turowsky to be named as a director upon completion of the mergers.

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Dril-Quip, Inc. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registrati

First Amendment to Second Amended and Restated Revolving Credit, Term Loan, Guaranty and Security Agreement, dated November 28, 2022, among Innovex Downhole Solutions, Inc., Tercel Oilfield Products USA L.L.C., Top-Co Inc., Pride Energy Services, LLC and each person joined to the Credit Agreement as a borrower from time to time, as borrowers, each person joined to the Credit Agreement as guarantors, the financial institutions party to the Credit Agreement, as lenders, and PNC Bank, National Association, as the agent.

Exhibit 10.2 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN, GUARANTY AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of November 28, 2022, by and among INNOVEX DOWNHOLE SOLUTIONS, INC., a corporation formed under the laws of the State o

Consent of Adam Anderson to be named as a director upon completion of the mergers.

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Dril-Quip, Inc. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registrati

As filed with the Securities and Exchange Commission on May 1, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Dril-Quip, Inc. (Exact name of registrant as specif

Table of Contents As filed with the Securities and Exchange Commission on May 1, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Second Amended and Restated Revolving Credit, Term Loan, Guaranty and Security Agreement, dated as of June 10, 2022, among Innovex Downhole Solutions, Inc., Tercel Oilfield Products USA L.L.C., Top-Co Inc. and each party joined thereto from time to time as a borrower, as borrowers, each person joined thereto from time to time as a guarantor, as guarantors, the financial institutions from time to time party thereto, as lenders, and PNC Bank, National Association, as the agent for lenders.

Exhibit 10.1 Deal CUSIP Number: 45782YAA2 Revolver CUSIP Number: 45782YAB0 Term Loan CUSIP Number: 45782YAC8 Execution Version SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN, GUARANTY AND SECURITY AGREEMENT AMONG INNOVEX DOWNHOLE SOLUTIONS, INC., TERCEL OILFIELD PRODUCTS USA L.L.C., TOP-CO INC. AND EACH PERSON JOINED HERETO FROM TIME TO TIME AS A BORROWER (AS BORROWERS), EACH PERSON JOINE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Dril-Quip, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-13439 74-2162088 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Dril-Quip, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-13439 74-2162088 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 2050 WEST SAM HOUSTON PARKWAY S., SUITE 1100 HOUSTON, TEXAS 77042 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑          Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

Executive Leadership Team Following Completion of the Merger

Filed by Dril-Quip, Inc. pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Dril-Quip, Inc. (Commission File No.: 001-13439) Innovex Downhole Solutions, Inc. The following email from Jeff Bird was sent to all Dril-Quip employees on April 16, 2024. The attached communication from Adam Anderson

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-13439 DRIL-QUIP, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☑          Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents     UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

2

Filed by Dril-Quip, Inc. pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Dril-Quip, Inc. Commission File No.: 001-13439 The following is a transcript of an event which occurred on March 19, 2024. CORPORATE PARTICIPANTS Jeffrey Bird, Dril-Quip, Inc. – President and Chief Executive Officer Kyle

Agreement and Plan of Merger, dated as of March 18, 2024, by and among Dril-Quip, Inc., Ironman Merger Sub, Inc., DQ Merger Sub, LLC and Innovex Downhole Solutions, Inc. (incorporated by reference to Exhibit 2.1 to Dril-Quip’s Current Report on Form 8-K, File No. 001-13439).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among INNOVEX DOWNHOLE SOLUTIONS, INC., DRIL-QUIP, INC., IRONMAN MERGER SUB, INC., and DQ MERGER SUB, LLC Dated as of March 18, 2024 Table of Contents ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Headings 20 Section 1.3 Interpretation 20 ARTICLE II THE MERGERS Section 2.1 The Mergers 21 Section 2.2 Effective Time of the Mergers 21 Sect

Dril-Quip and Innovex to Combine Creating Unique Energy Industrial Platform Complementary combination creates an innovation leader with increased scale, a diverse product portfolio and geographic footprint with anticipated resilient earnings to drive

Exhibit 99.1 Dril-Quip and Innovex to Combine Creating Unique Energy Industrial Platform Complementary combination creates an innovation leader with increased scale, a diverse product portfolio and geographic footprint with anticipated resilient earnings to drive value throughout industry cycles All-stock transaction allows stockholders to participate in combined company’s future value creation wh

1

Exhibit 99.7 LinkedIn We’re excited to announce that @Dril-Quip has agreed to combine with @Innovex to create a unique energy industrial platform even better equipped to serve customers, provide opportunities to employees, and drive innovation throughout industry cycles. Learn more: https://hubs.ly/Q02pTblm0 ACCOMPANYING IMAGE: Text in image: Dril-Quip President and Chief Executive Officer Jeffrey

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): March 18, 2024 DRIL-QUIP, INC. (E

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): March 18, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Num

1

Exhibit 99.6 Introduction/Rationale – Jeffrey Bird Slide 1: Combining with Innovex to Create a Unique Energy Industrial Platform • Hello, thanks for joining us. • I’m here with Kyle McClure to talk to you about Dril-Quip’s agreement to combine with Innovex and create a leading industrial energy company. • I hope you’ll come away optimistic about the commercial benefits, the technology offerings an

Disclaimer Cautionary Statement Regarding Forward-Looking Statements Statements contained herein relating to future operations and financial results or that are otherwise not limited to historical facts are forward-looking statements within the meani

Exhibit 99.5 Combining with Innovex to Create a Unique Energy Industrial Platform Disclaimer Cautionary Statement Regarding Forward-Looking Statements Statements contained herein relating to future operations and financial results or that are otherwise not limited to historical facts are forward-looking statements within the meaning of the Securities Act of 1933, as amended (the “Securities Act”),

Disclaimer Important Information and Disclaimers This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as

Exhibit 99.2 March 2024 DRIL-QUIP AND INNOVEX TO COMBINE CREATING UNIQUE ENERGY INDUSTRIAL PLATFORM Disclaimer Important Information and Disclaimers This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as the “Presentation.” Historical financial results

1

Exhibit 99.3 To: All Dril-Quip Employees From: Dril-Quip CEO Date: March 18, 2024 Subject Line: Our Combination with Innovex Dear Dril-Quip Team, I am excited to share with you that Dril-Quip has agreed to combine with Innovex, a leading global provider of mission-critical technologies and services across the well lifecycle for the oil and gas industry, in a merger that will create a unique energy

Regulation FD Disclosure, Other Events

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): March 18, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Num

1

Exhibit 99.4 1. Why are Dril-Quip and Innovex pursuing this transaction? Why is this a good partnership? Dril-Quip and Innovex are combining to create a unique energy industrial platform with a diverse and complementary product portfolio and geographic footprint to better serve our customers worldwide, create opportunities for our employees, and drive value for our stockholders throughout industry

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Dril-Quip, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 262037104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Pers

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-1

LEGAL POLICY – INSIDER TRADING

Exhibit 19.1 LEGAL POLICY – INSIDER TRADING 1.0 Introduction 1.1 In the normal course of business, officers, directors, employees and contractors of Dril-Quip, Inc. (“Dril-Quip”) may come into possession of significant, sensitive information. In the eyes of the law, this information is considered the property of Dril-Quip; persons affiliated with Dril-Quip are entrusted with this information. Beca

DRIL-QUIP, INC. CLAWBACK POLICY

Exhibit 97.1 DRIL-QUIP, INC. CLAWBACK POLICY Recoupment of Incentive-Based Compensation It is the policy of Dril-Quip, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws (including any such co

SUBSIDIARIES OF DRIL-QUIP, INC.

Exhibit 21.1 SUBSIDIARIES OF DRIL-QUIP, INC. Name of Entity Jurisdiction of Formation Dril-Quip, Inc. Delaware Dril-Quip Holdings Pty. Ltd Australia Dril-Quip do Brasil Ltda. Brazil Great North Wellhead ULC Alberta Redco Equipment Sales ULC Alberta Dril-Quip Oilfield Services (Tianjin) Co., Ltd. China Dril-Quip AP Holdings LLC Delaware Dril-Quip Foreign Interests LLC Delaware Dril-Quip Holdings LL

DRIL-QUIP, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 RESULTS Annual revenue increases double digits year-over-year Full year cash provided by operations increases $44.5 million year-over-year Company provides fiscal 2024 financial outlook

Exhibit 99.1 DRIL-QUIP, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 RESULTS Annual revenue increases double digits year-over-year Full year cash provided by operations increases $44.5 million year-over-year Company provides fiscal 2024 financial outlook HOUSTON, February 26, 2024 — Dril-Quip, Inc. (NYSE: DRQ), (the “Company” or “Dril-Quip”), a developer, manufacturer and provider of highly en

Investor Presentation Fourth Quarter 2023

Investor Presentation Fourth Quarter 2023 Disclaimer | Cautionary Statement Forward-Looking Statements The information furnished in this presentation contains “forward-looking statements” within the meaning of the federal securities laws.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 26, 2024 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File

DRQ / Dril-Quip, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0790-drilquipinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Dril-Quip Inc Title of Class of Securities: Common Stock CUSIP Number: 262037104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule

DRQ / Dril-Quip, Inc. / KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 9)* DRIL-QUIP INC (Name of Issuer) Common Stock (Title of Class of Securities) 262037104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing

DRQ / Dril-Quip, Inc. / BRANDES INVESTMENT PARTNERS, LP - 13G Passive Investment

SC 13G 1 DrilQuip.txt 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.) * Dril-Quip Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 262037104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

DRQ / Dril-Quip, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Dril-Quip Inc (Name of Issuer) Common Stock (Title of Class of Securities) 262037104 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

DRQ / Dril-Quip, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us2620371045012224.txt us2620371045012224.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) DRIL-QUIP INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 262037104 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-13439 DRIL-QUIP, INC. (Exact name of registran

DRQ / Dril-Quip, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Dril-Quip, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 262037104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Pers

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 26, 2023 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File N

DRIL-QUIP, INC. ANNOUNCES THIRD QUARTER 2023 RESULTS Third quarter revenue increased 31% sequentially Cash from operations of $26.8 million Successfully completed the acquisition of Great North

Exhibit 99.1 DRIL-QUIP, INC. ANNOUNCES THIRD QUARTER 2023 RESULTS Third quarter revenue increased 31% sequentially Cash from operations of $26.8 million Successfully completed the acquisition of Great North HOUSTON, October 26, 2023 — Dril-Quip, Inc. (NYSE: DRQ), (the “Company” or “Dril-Quip”), a developer, manufacturer and provider of highly engineered equipment, service, and innovative technolog

Investor Presentation Third Quarter 2023

Investor Presentation Third Quarter 2023 Disclaimer | Cautionary Statement Forward-Looking Statements The information furnished in this presentation contains “forward-looking statements” within the meaning of the federal securities laws.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 16, 2023 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-13439 DRIL-QUIP, INC. (Exact name of registrant as

About Us the power of © 2023 Dril-Quip® , Inc. All Right Reserved

Investor Presentation Second Quarter 2023 Exhibit 99.2 the power of © 2023 Dril-Quip® , Inc. All Right Reserved. Disclaimer | Cautionary Statement Forward-Looking Statements The information furnished in this presentation contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include, but are not limited to, the impact of actions taken by

DRIL-QUIP, INC. ANNOUNCES SECOND QUARTER 2023 RESULTS Second quarter bookings increase 47% over prior year Announces acquisition of Great North to expand the Company’s Well Construction portfolio

Exhibit 99.1 DRIL-QUIP, INC. ANNOUNCES SECOND QUARTER 2023 RESULTS Second quarter bookings increase 47% over prior year Announces acquisition of Great North to expand the Company’s Well Construction portfolio HOUSTON, July 31, 2023 — Dril-Quip, Inc. (NYSE: DRQ), (the “Company” or “Dril-Quip”), a developer, manufacturer and provider of highly engineered equipment, service, and innovative technologi

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

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): July 31, 2023 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Numb

Share Purchase Agreement, dated July 31, 2023, among the Sellers listed on Exhibit A thereto, Industrial Growth Partners V AIV L.P., TIW Canada ULC and Dril-Quip, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 31, 2023).

Execution Version EXHIBIT 2.1 THE PERSONS LISTED ON EXHIBIT A HERETO collectively, as Sellers AND INDUSTRIAL GROWTH PARTNERS V AIV L.P. as Agent AND solely for the purposes of Sections 2.9, 2.10(e) and 2.11 1185641 B.C. LTD. AND TIW CANADA ULC as Purchaser AND solely for the purposes of the Guarantor Provisions DRIL-QUIP, INC. as Guarantor SHARE PURCHASE AGREEMENT Dated as of July 31, 2023 TABLE O

Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 18, 2023).

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF DRIL-QUIP, INC. (Adopted and Amended by Resolution of the Board of Directors on May 16, 2023) ARTICLE I OFFICES 1.1 Registered Office. The registered office of Dril-Quip, Inc. (the “Corporation”) required by the General Corporation Law of the State of Delaware or any successor statute (the “DGCL”), to be maintained in the State of Delaware, shall b

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 16, 2023 DRIL-QUIP, INC. (Exa

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 16, 2023 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-13439 DRIL-QUIP, INC. (Exact name of registrant as

About Us The power of e © 2022 Dril-Quip®, Inc. All Rights Reserved.

EX-99 3 drq-ex992.htm EX-99.2 Investor Presentation First Quarter 2023 Exhibit 99.2 The power of e © 2022 Dril-Quip®, Inc. All Rights Reserved. Disclaimer | Cautionary Statement Forward-Looking Statements The information furnished in this presentation contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include, but are not limited to,

DRIL-QUIP, INC. ANNOUNCES FIRST QUARTER 2023 RESULTS First quarter revenue increases 9% over prior year Company announces segment reporting changes Additional progress made along footprint optimization initiatives

Exhibit 99.1 DRIL-QUIP, INC. ANNOUNCES FIRST QUARTER 2023 RESULTS First quarter revenue increases 9% over prior year Company announces segment reporting changes Additional progress made along footprint optimization initiatives HOUSTON, May 8, 2023 — Dril-Quip, Inc. (NYSE: DRQ), (the “Company” or “Dril-Quip”), a developer, manufacturer and provider of highly engineered equipment, service, and innov

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 8, 2023 DRIL-QUIP, INC. (Exac

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 8, 2023 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Dril-Quip, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-13439 74-2162088 (State or other jurisdiction of incorpo

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Dril-Quip, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-13439 74-2162088 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 2050 WEST SAM HOUSTON PARKWAY S., SUITE 1100 HOUSTON, TEXAS 7704

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d428115ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

ARS

UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MARKONE) " ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGE ACTOF1934 ForthefiscalyearendedDecember31,2022 or ! TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIES EXCHANGEACTOF1934 Forthetransitionperiodfrom to . Commissionfilenumber001-13439 DRIL-QUIP,INC. (Exactnameofregistrantasspecifiedinitscharter)

SUBSIDIARIES OF DRIL-QUIP, INC.

Exhibit 21.1 SUBSIDIARIES OF DRIL-QUIP, INC. Name of Entity Jurisdiction of Formation Dril-Quip, Inc. Delaware Dril-Quip Holdings Pty. Ltd Australia Dril-Quip do Brasil Ltda. Brazil TIW Canada U.L.C. Canada Dril-Quip Oilfield Services (Tianjin) Co., Ltd. China Dril-Quip AP Holdings LLC Delaware Dril-Quip Holdings LLC Delaware Dril-Quip International LLC Delaware Dril-Quip Foreign Interest LLC Dela

Form of Restricted Stock Award Agreement for senior management under 2017 Omnibus Incentive Plan of Dril-Quip, Inc. (incorporated herein by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, File No. 001-13439).

Exhibit 10.17 2017 OMNIBUS INCENTIVE PLAN OF DRIL-QUIP, INC. RESTRICTED STOCK AWARD AGREEMENT (Senior Management) THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award”) is made as of October 28, 2022 (the “Grant Date”), by and between Dril-Quip, Inc., a Delaware corporation (the “Company”), and (the “Grantee”). W I T N E S S E T H: WHEREAS, pursuant to the 2017 Omnibus Incentive Plan of Dril-Quip, I

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-1

2022 Performance Unit Award Agreement under 2017 Omnibus Incentive Plan of Dril-Quip, Inc. (incorporated herein by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, File No. 001-13439).

Exhibit 10.19 2017 OMNIBUS INCENTIVE PLAN OF DRIL-QUIP, INC. 2022 PERFORMANCE UNIT AWARD AGREEMENT To: You have been selected as a recipient of performance units (“Performance Units”) under the 2017 Omnibus Incentive Plan of Dril-Quip, Inc. (the “Plan”). This Award Agreement (“Agreement”) and the Plan together govern your rights and set forth all of the conditions and limitations affecting such ri

Employment Agreement, dated as of October 25, 2022, between the Company and Mr. Underwood (incorporated herein by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, File No. 001-13439).

Exhibit 10.8 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of October 25, 2022 (the “Effective Date”) by and between DRIL-QUIP, INC. a Delaware corporation (the “Company”), and Donald M. Underwood (the “Executive”). WITNESSETH: WHEREAS, the Executive is currently employed as the Company’s Vice President – Subsea Products; and WHEREAS, in entering into this A

Amendment No. 1 to 2017 Omnibus Incentive Plan of Dril-Quip Inc. (incorporated herein by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, File No. 001-13439).

EX-10 3 drq-ex1010.htm EX-10.10 Exhibit 10.10 AMENDMENT NO. 1 TO THE 2017 OMNIBUS INCENTIVE PLAN OF DRIL‑QUIP, INC. WHEREAS, Dril Quip, Inc., a Delaware corporation (the “Company”), maintains the 2017 Omnibus Incentive Plan of Dril Quip, Inc. (as amended and restated from time to time, the “Plan”); WHEREAS, Section 13 of the Plan provides that the Board of Directors (the “Board”) of the Company ma

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): February 27, 2023 DRIL-QUIP, INC.

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): February 27, 2023 DRIL-QUIP, INC. (Exact name of registrant as specified in its charter) Delaware 001-13439 74-2162088 (State or other jurisdiction of incorporation) (Commission File