70,008-share performance award for Core Laboratories (NYSE: CLB) CFO

Rhea-AI Filing Summary

Core Laboratories Inc. reported an insider equity award to its SVP & CFO, Christopher Scott Hill. On February 12, 2026, he received a grant of 70,008 performance share units at an exercise price of $0, held as a direct derivative position.

The award is tied to a three-year performance period from January 1, 2026 through December 31, 2028. Vesting on December 31, 2028 depends on the company’s Return on Invested Capital versus a Bloomberg Peer Group, with payout ranging from 50% to 175% of the target shares and straight-line interpolation between thresholds. Any portion above 100% is cut in half if total shareholder return over the period is negative.

The filing also clarifies that Hill has indirect beneficial ownership of 59 common shares held in the company’s 401(k) plan, correcting an omission from a prior Form 4.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hill Christopher Scott

Role SVP & CFO

Type	Security	Shares	Price	Value
Grant/Award	Performance Shares	70,008	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Shares — 70,008 shares (Direct); Common Stock — 59 shares (Indirect, 401(k) Plan)

Footnotes (1)

1. The Reporting Person's indirect beneficial ownership includes 59 shares of the Issuer's common stock held in the Issuer's 401(k) plan, which were previously reported but were inadvertently omitted from a prior Form 4 filing. This award vests following the conclusion of a three-year performance period that began on January 1, 2026 and ends on December 31, 2028 (the "Performance Period"). This award survives termination of employment due to death, disability, termination by the Company without cause or retirement by the employee upon having reached 62 years of age. In all cases, the shares will vest, if at all, on December 31, 2028, following the conclusion of the Performance Period as follows: 50% of the award will vest if the Company is in the top 35th percentile of Return on Invested Capital ("ROIC") among the Bloomberg Peer Group ("BPG"), 100% of the award will vest if the Company is in the top 55th percentile of ROIC among the BPG, and 175% of the award will vest if the Company is at or above the 85th percentile of ROIC among the BPG, as measured and determined by the Compensation Committee at the end of the Performance Period. The number of common shares vesting pursuant to the award will be interpolated on a straight-line basis between the 35th and 55th percentile of ROIC (equivalent to 50% up to 100% of the award) and again between the 55th and 85th percentile of ROIC (equivalent to 100% up to 175% of the award). The number of common shares that could vest over 100% of the award up to the maximum of 175% of the award, if any, will be reduced by one-half if absolute total shareholder return for the Performance Period is negative, as measured and determined by the Compensation Committee at the end of the Performance Period.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/12/2026

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								59(1)	I	401(k) Plan

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	02/12/2026		A		70,008		(2)(3)	(2)	Common Stock	70,008	$0	70,008	D

Explanation of Responses:

1. The Reporting Person's indirect beneficial ownership includes 59 shares of the Issuer's common stock held in the Issuer's 401(k) plan, which were previously reported but were inadvertently omitted from a prior Form 4 filing.

2. This award vests following the conclusion of a three-year performance period that began on January 1, 2026 and ends on December 31, 2028 (the "Performance Period"). This award survives termination of employment due to death, disability, termination by the Company without cause or retirement by the employee upon having reached 62 years of age. In all cases, the shares will vest, if at all, on December 31, 2028, following the conclusion of the Performance Period as follows: 50% of the award will vest if the Company is in the top 35th percentile of Return on Invested Capital ("ROIC") among the Bloomberg Peer Group ("BPG"), 100% of the award will vest if the Company is in the top 55th percentile of ROIC among the BPG, and 175% of the award will vest if the Company is at or above the 85th percentile of ROIC among the BPG, as measured and determined by the Compensation Committee at the end of the Performance Period.

3. The number of common shares vesting pursuant to the award will be interpolated on a straight-line basis between the 35th and 55th percentile of ROIC (equivalent to 50% up to 100% of the award) and again between the 55th and 85th percentile of ROIC (equivalent to 100% up to 175% of the award). The number of common shares that could vest over 100% of the award up to the maximum of 175% of the award, if any, will be reduced by one-half if absolute total shareholder return for the Performance Period is negative, as measured and determined by the Compensation Committee at the end of the Performance Period.

	/s/ Mark Tattoli, Attorney-in-Fact	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

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

Core Laboratories reported a grant of 70,008 performance share units to SVP & CFO Christopher Scott Hill at a $0 exercise price. These are equity incentives that may convert into common shares depending on future performance outcomes over a defined three-year period.

How do the 70,008 performance shares for CLB’s CFO vest?

The 70,008 performance shares vest, if at all, on December 31, 2028 after a three-year performance period. Vesting depends on Core Laboratories’ Return on Invested Capital percentile ranking versus a Bloomberg Peer Group, with payout scaled between 50% and 175% of the target award.

What performance thresholds determine the CLB CFO’s share payout under this award?

Fifty percent of the award vests at the top 35th percentile of ROIC versus peers, 100% at the top 55th percentile, and 175% at or above the 85th percentile. Results between those points are interpolated on a straight-line basis to set the final share payout.

How does negative total shareholder return affect the CLB performance share award?

If Core Laboratories’ absolute total shareholder return for the performance period is negative, any portion of the payout above 100% of the target award is reduced by one-half. This reduction applies only to the incremental shares above target, not to the base 100% level.

What employment conditions affect vesting of the CLB CFO’s performance shares?

The award survives certain employment separations, including death, disability, termination by the company without cause, or retirement at age 62. In all these cases, vesting still occurs, if performance conditions are met, on December 31, 2028 after the performance period concludes.

What indirect CLB share holdings were clarified in this Form 4 filing?

The filing states that Christopher Scott Hill indirectly beneficially owns 59 shares of Core Laboratories common stock through the company’s 401(k) plan. These shares were previously reported but were inadvertently omitted from a prior Form 4 and are now reaffirmed in this report.