Core Laboratories (NYSE: CLB) CFO reports performance share vesting

Rhea-AI Filing Summary

Core Laboratories Inc. reported an insider equity transaction by its SVP & CFO. On December 31, 2025, the officer acquired 61,417 shares of common stock at an exercise price of $0 through the vesting of performance-based restricted shares. On the same date, 32,152 shares were disposed of at $16.03 per share, typically reflecting shares withheld to cover taxes associated with the vesting.

The filing shows the officer directly beneficially owning 142,354 shares of Core Laboratories common stock following these transactions. The performance shares were originally granted in February 2023. The company finished in the 68th percentile of return on invested capital relative to its Bloomberg Peer Group for the performance period ending December 31, 2025, leading to vesting at 116.5% of the target award level.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hill Christopher Scott

(Last) (First) (Middle)

6316 WINDFERN ROAD

(Street)

HOUSTON TX 77040

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Core Laboratories Inc. /DE/ [ CLB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2025		F		32,152	D	$16.03	110,202	D
Common Stock	12/31/2025		M		61,417	A	$0	142,354	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Shares	$0	12/31/2025		M			61,417	(1)	(1)	Common Stock	61,417	$0	0	D

Explanation of Responses:

1. These shares were awarded as restricted performance shares in February 2023, as disclosed in the Reporting Person's Form 4 filing on February 21, 2023. The Company finished in the 68th percentile of return on invested capital among the Bloomberg Peer Group at the conclusion of the performance period on December 31, 2025. Therefore, the performance criteria and requirements for vesting have been satisfied at 116.5% of the target award level, and such number of shares vested on December 31, 2025.

	/s/ Mark Tattoli, Attorney-in-Fact	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Core Laboratories (CLB) report in this Form 4?

The SVP & CFO of Core Laboratories Inc. reported the vesting of 61,417 performance-based restricted shares into common stock on December 31, 2025, along with the disposition of 32,152 shares, generally consistent with tax withholding on the vested shares.

How many Core Laboratories (CLB) shares does the SVP & CFO own after this transaction?

After the reported transactions, the SVP & CFO directly beneficially owns 142,354 shares of Core Laboratories common stock.

What were the terms of the performance share award for the Core Laboratories (CLB) CFO?

The 61,417 shares that vested on December 31, 2025 were granted as restricted performance shares in February 2023, with vesting tied to Core Laboratories’ return on invested capital versus a Bloomberg Peer Group.

How did Core Laboratories (CLB) perform against its peer group for this performance share vesting?

Core Laboratories finished in the 68th percentile of return on invested capital among the Bloomberg Peer Group for the performance period ending December 31, 2025, leading to vesting above target.

At what level did the Core Laboratories (CLB) performance shares vest relative to the target award?

The performance criteria were satisfied at 116.5% of the target award level, resulting in the vesting of 61,417 shares for the SVP & CFO on December 31, 2025.

What prices were reported for the Core Laboratories (CLB) insider transactions?

The Form 4 shows 32,152 shares of common stock disposed of at $16.03 per share and 61,417 shares acquired at an exercise price of $0 in connection with the performance share vesting.