ibp-20260106

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

January 6, 2026

Date of Report (date of earliest event reported)

___________________________________

Installed Building Products, Inc.

(Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation or organization)	001-36307 (Commission File Number)	45-3707650 (I.R.S. Employer Identification Number)
495 South High Street, Suite 50, Columbus, OH 43215
(Address of principal executive offices and zip code)
614-221-3399
(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	IBP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 7.01 Regulation FD Disclosure

On January 6, 2026, Installed Building Products, Inc. (the “Company”) issued a press release announcing its intent to offer $500 million aggregate principal amount of senior unsecured notes due 2034 (the “2034 Notes”) through a private placement, the proceeds of which the Company intends to use to: (i) fund the redemption in full of its outstanding 5.75% Senior Notes due February 1, 2028 (the “2028 Notes”); (ii) pay fees and expenses related to (a) the redemption of the 2028 Notes, (b) the entry into the amended and extended asset-based lending credit agreement, expected to be entered into simultaneously with the issuance of the 2034 Notes among the Company, the guarantors from time to time party thereto and the lenders from time to time party thereto and (c) the issuance of the 2034 Notes and the use of the net proceeds from such issuance; and (iii) for general corporate purposes. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The Company is disclosing under this Item 7.01 the information attached to this report as Exhibit 99.2, which information is incorporated by reference herein. This information is excerpted from a Preliminary Offering Memorandum that is being disseminated in connection with the 2034 Notes offering.

Also on January 6, 2026, the Company issued a conditional notice of full redemption to the holders of all of the Company’s outstanding 2028 Notes, notifying such holders that the Company intends to redeem all of the outstanding 2028 Notes on January 22, 2026 (the “Redemption Date”) at a redemption price equal to 100% of the $300 million principal amount of the 2028 Notes, plus accrued and unpaid interest on the 2028 Notes to, but excluding, the Redemption Date (the “Redemption Payment”).

The redemption of the 2028 Notes is subject to, and conditioned upon, completion of the issuance of the 2034 Notes and receipt of sufficient net proceeds from such issuance after the date hereof and on or prior to the Redemption Date on terms and conditions acceptable to the Company to permit the Company to deposit money sufficient to pay the Redemption Payment.

The 2034 Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons outside of the United States pursuant to Regulation S under the Securities Act. The 2034 Notes to be offered have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Nothing in this Current Report on Form 8-K shall constitute an offer to sell or a solicitation of an offer to buy the 2034 Notes nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. In addition. nothing in this Current Report on Form 8-K shall constitute a notice of redemption to the holders of the 2028 Notes or an offer to redeem or repurchase any of the 2028 Notes. Any such notice will only be made in accordance with the provisions of the indenture governing the 2028 Notes.

The information contained in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed to be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:


Exhibit No.						Description
99.1						Press Release of Installed Building Products, Inc. dated January 6, 2026
99.2						Disclosure regarding Installed Building Products, Inc. in connection with the distribution of the Preliminary Offering Memorandum for $500,000,000 aggregate principal amount of senior unsecured notes due 2034.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 6th day of January, 2026.


INSTALLED BUILDING PRODUCTS, INC.

By:			/s/ Michael T. Miller
Name:			Michael T. Miller
Title:			Chief Financial Officer

Installed Building Products

Announces Launch of Debt Offering

Columbus, Ohio, January 6, 2025 -- Installed Building Products, Inc. (the “Company” or “IBP”) (NYSE: IBP), an industry-leading installer of insulation and complementary building products, announced today that it has launched an offering of $500 million in aggregate principal amount of senior unsecured notes due 2034 (the “2034 Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

IBP intends to use the net proceeds from the offering of the 2034 Notes: (i) to fund the conditional redemption in full of the outstanding 5.75% senior unsecured notes due 2028 (the “2028 Notes”); (ii) to pay fees and expenses in connection with the offering, redemption and related transactions; and (iii) for other general corporate purposes. The offering is subject to market and other conditions, and there is no assurance that the offering will be completed.

The 2034 Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain persons outside of the United States pursuant to Regulation S under the Securities Act. The 2034 Notes to be offered have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Additional details regarding the offering of the 2034 Notes may be found in the Company’s Current Report on Form 8-K filed today with the Securities and Exchange Commission.

This press release shall not constitute a notice of redemption with respect to the 2028 Notes or an offer to sell or a solicitation of an offer to buy the 2034 Notes nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Installed Building Products

Installed Building Products, Inc. is one of the nation's largest new residential insulation installers and is a diversified installer of complementary building products, including waterproofing, fire-stopping, fireproofing, garage doors, rain gutters, window blinds, shower doors, closet shelving and mirrors and other products for residential and commercial builders located in the continental United States. The Company manages all aspects of the installation process for its customers, from direct purchase and receipt of materials from national manufacturers to its timely supply of materials to job sites and quality installation. The Company offers its portfolio of services for new and existing single-family and multi-family residential and commercial building projects in all 48 continental states and the District of Columbia from its national network of over 250 branch locations.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including with respect to the proposed 2034 Notes offering and the intended use of proceeds (including the redemption of the 2028 Notes), the housing market and the commercial market, our operations, industry and economic conditions, our financial and business model, the demand for our services and product offerings, expansion of our national footprint and end markets, diversification of our products, our ability to grow and strengthen our market position, our ability to pursue and integrate value-enhancing acquisitions, our ability to improve sales and profitability, and expectations for demand for our services and our earnings. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intends," "plan," and "will" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Any forward-looking statements that we make herein and in any future reports and statements are not guarantees of

future performance, and actual results may differ materially from those expressed in or suggested by such forward-looking statements as a result of various factors, including, without limitation, general economic and industry conditions; increases in mortgage interest rates and rising home prices; inflation and interest rates; the material price and supply environment; increased tariffs; the timing of increases in our selling prices; and the factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as the same may be updated from time to time in our subsequent filings with the Securities and Exchange Commission. Any forward-looking statement made by the Company in this press release speaks only as of the date hereof. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict these events or how they may affect it. The Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws.

Contact Information:

Investor Relations:

614-221-9944

[email protected]

EX. 99.2

Preliminary Offering Memorandum Excerpt

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our consolidated capitalization as of September 30, 2025 on an actual basis and on an as adjusted basis after giving effect to the Transactions as if they had occurred on such date. This table should be read in conjunction with “Use of Proceeds” and “Summary Historical Consolidated Financial and Other Data” and disclosures contained elsewhere in this offering memorandum, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and the related notes thereto contained in our Quarterly Report on Form 10-Q for the period ended September 30, 2025, incorporated by reference into this offering memorandum.


(in millions)	As of September 30, 2025
	Actual	As Adjusted
	(unaudited)
Cash and cash equivalents ...........................	$333.3	$524.7
Long-term debt (including current portion):
ABL Revolver (1) ................................	$0.0	$0.0
Term Loan (2) .....................................	489.2	489.2
Notes offered hereby (3) .......................	$0.0	$500.0
Vehicle and equipment notes (4) ............	$92.0	$92.0
Notes payable (5) .................................	$1.0	$1.0
Finance leases .....................................	6.5	6.5
Senior Notes due 2028 (6).....................	298.6	$0.0
Total debt .................................................	$887.3	$1,088.7
Total stockholder’s equity ...........................	678.6	678.6
Total capitalization .........................	$1,565.9	$1,767.3

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(1)The ABL Revolver currently consists of $250.0 million of commitments and matures on February 17, 2027. As of September 30, 2025, our usage under the ABL Revolver consisted solely of $3.5 million of outstanding letters of credit. As part of the Transactions, we expect to enter into an A&E ABL Credit Agreement with an ABL Revolver of up to $375.0 million with a five year maturity. See “Description of Other Indebtedness.”

(2)Amount is presented net of unamortized debt issuance costs of $3.3 million.

(3)Represents the aggregate principal amount of notes offered hereby.

(4)Notes mature through September 2030 and are payable in various monthly installments, including interest rates ranging from 1.9% to 7.3%.

(5)Notes mature through July 2027 and are payable in various annual installments, including interest rates at 5%.

(6)Amount is presented net of unamortized debt issuance costs of $1.4 million.

DESCRIPTION OF OTHER INDEBTEDNESS

A&E ABL Credit Agreement

Simultaneously with the issuance of the notes offered hereby, we expect to enter into the A&E ABL Credit Agreement with an ABL Revolver of up to $375.0 million with a five year maturity, which maturity includes a springing maturity 91 days ahead of the maturity date of any material indebtedness. The Borrowing availability under the ABL Revolver will be based on a percentage of the value of certain assets securing our obligations and those of the subsidiary guarantors thereunder.

The ABL Revolver will bear interest at either the Term SOFR rate or the base rate, at our election, plus a margin of: (A) 1.00% or 1.25% per annum in the case of Term SOFR rate loans (based on a measure of availability under the agreement) and (B) 0.00% or 0.25% per annum in the case of base rate loans (based on a measure of availability under the agreement).

The ABL Revolver will also provide incremental revolving credit facility commitments of up to $105.0 million. The ABL Revolver will also allow for the issuance of letters of credit of up to $100.0 million in aggregate and borrowing of swingline loans of up to $50.0 million in aggregate.

All of the obligations under the ABL Revolver will be guaranteed by all of our existing and future restricted subsidiaries that are not excluded subsidiaries. Additionally, all obligations under the ABL Revolver, and the guarantees of those obligations, will be secured by substantially all of the assets of the Company and the guarantors subject to certain exceptions and permitted liens. The ABL Revolver will have a first-priority lien on the ABL First Lien Collateral (as defined in the A&E ABL Credit Agreement) and a second-priority lien on the Term Loan First Lien Collateral (as defined in the A&E ABL Credit Agreement), in each case subject to other permitted liens.

The A&E ABL Credit Agreement will contain a number of customary affirmative and negative nonfinancial covenants, and a financial covenant requiring the satisfaction of a minimum fixed charge coverage ratio of 1.0x in the event that the Company does not meet a minimum measure of availability under the ABL Revolver.

Term Loan

On December 14, 2021 (the “Term Loan Closing Date”), we entered into the Term Loan Agreement, which provides for our $500.0 million, seven-year Term Loan amortizing in quarterly principal payments of $1,250,000.

The Term Loan Agreement was amended on April 28, 2023 to change the benchmark rate with respect to the Term Loan to Term SOFR. On August 14, 2023, we entered into a second amendment to the Term Loan Agreement under which new Tranche B-1 Term Loans in the amount of $492.5 million were made. The Tranche B-1 Terms Loans refinanced our Initial Term Loans issued on the Term Loan Closing Date. On March 28, 2024, we entered into a third amendment to the Term Loan Agreement to: (i) extend the maturity date from December 14, 2028 to March 28, 2031 and (ii) incur new Tranche B-2 Term Loans in the amount of $500 million. The Tranche B-2 Terms Loans refinanced our Tranche B-1 Term Loans issued under the second amendment. On November 26, 2024, we entered into a fourth amendment to our Term Loan Agreement under which the Tranche B-2 Term Loans were refinanced by our Tranche B-3 Term Loans, which were repriced to bear interest, at either the Term SOFR rate or the base rate, at our election, plus a margin of: (A) 1.75% per annum in the case of Term SOFR rate loans and (B) 0.75% per annum in the case of base rate loans.

All of the obligations under the Term Loan Agreement are guaranteed by all of our existing and future restricted subsidiaries that are not excluded subsidiaries. Additionally, all obligations under the Term Loan Agreement, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and the guarantors subject to certain exceptions and permitted liens. The Term Loan will have a first-priority lien on the Term Loan First Lien Collateral and a second-priority lien on the ABL First Lien Collateral, in each case subject to other permitted liens.

The Term Loan Agreement contains a number of customary affirmative and negative non-financial covenants. At September 30, 2025, we were in compliance with all applicable covenants under the Term Loan Agreement.

5.75% Senior Notes Due 2028

In September 2019, we issued $300.0 million in aggregate principal amount of 5.75% senior unsecured notes (the “2028 Notes”). The 2028 Notes will mature on February 1, 2028 and interest is payable semi-annually in cash in arrears on February 1 and August 1, commencing on February 1, 2020. The net proceeds from the 2028 Notes offering were $295.0 million after debt issuance costs.

The indenture covering the 2028 Notes contains restrictive covenants that, among other things, limit the ability of the Company and certain of our subsidiaries (subject to certain exceptions) to: (i) incur additional debt and issue preferred stock; (ii) pay dividends on, redeem or repurchase stock; (iii) prepay subordinated debt; (iv) create liens; (v) make specified types of investments; (vi) apply net proceeds from certain asset sales; (vii) engage in transactions with affiliates; (viii) merge, consolidate or sell substantially all of our assets; and (ix) pay dividends and make other distributions from subsidiaries.

In connection with this offering, we intend to issue a conditional notice of redemption to holders of all of our outstanding 2028 Notes. We intend to redeem all of the outstanding 2028 Notes at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the applicable redemption date. The redemption of the 2028 Notes will be conditioned upon, among other things, the completion of this offering. This offering memorandum is not a notice of redemption with respect to the 2028 Notes.