Expro officer awarded shares; some withheld for taxes

Expro Group Holdings’ principal accounting officer Michael Bentham reported equity compensation activity.

Rhea-AI Filing Summary

Expro Group Holdings’ principal accounting officer Michael Bentham reported equity compensation activity. He acquired 6,736 shares of common stock at no cost upon vesting of performance-based restricted stock units granted on February 24, 2023, which vested at 66.6% achievement. In connection with this vesting, 3,536 vested shares were disposed of to cover tax withholding obligations at a price of $18.18 per share, based on the February 23, 2026 closing price. Following these transactions, Bentham directly owns 63,041 shares, including additional restricted stock units scheduled to vest in 2027 and 2028.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Bentham Michael

Role Principal Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, nominal value Euro0.06	6,736	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, nominal value Euro0.06	3,536	$18.18	$64K

Holdings After Transaction: Common Stock, nominal value Euro0.06 — 63,041 shares (Direct)

Footnotes (3)

1. F1. Represents shares of common stock, nominal value Euro0.06 per shares, of the Issuer received upon the vesting and settlement of the performance-based restricted stock units ("PRSUs") granted on February 24, 2023, under the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan. The PRSUs reported in this filing vested at 66.6% achievement.
2. F2. In connection with the vesting of restricted stock units ("RSUs") and PRSUs, the Issuer withheld 3,536 vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on February 23, 2026.
3. F3. Also includes (i) 2,804 RSUs that will vest on February 22, 2027, (ii) 10,956 RSUs that will vest 50% on February 22, 2027 and 50% on February 22, 2028 and (iii) 13,980 RSUs that will vest ratably in three annual installments beginning on February 22, 2027.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did XPRO officer Michael Bentham report?

Michael Bentham reported receiving 6,736 Expro Group Holdings shares from vesting performance-based RSUs. At the same time, 3,536 vested shares were withheld and disposed of to satisfy tax obligations, leaving him with 63,041 directly owned shares after the transactions.

Was the XPRO insider Form 4 a stock purchase or a grant?

The Form 4 reflects a stock grant, not an open-market purchase. Bentham acquired 6,736 Expro shares at no cost from vesting performance-based restricted stock units originally granted in 2023 under the company’s 2022 Long-Term Incentive Plan.

How many XPRO shares were withheld for taxes in this Form 4?

A total of 3,536 Expro Group Holdings shares were withheld and disposed of to cover tax withholding obligations. The withheld amount was calculated using the closing share price of $18.18 on February 23, 2026, in connection with the RSU and PRSU vesting.

How many XPRO shares does Michael Bentham own after these transactions?

After the reported Form 4 transactions, Michael Bentham directly owns 63,041 Expro Group Holdings common shares. This total also reflects his remaining holdings after shares were withheld to satisfy tax liabilities from the vesting of RSUs and PRSUs.

What performance condition applied to the vested XPRO PRSUs?

The performance-based restricted stock units vested at a 66.6% achievement level. These PRSUs were granted on February 24, 2023 under Expro Group Holdings’ 2022 Long-Term Incentive Plan and settled into 6,736 shares of common stock upon vesting.

Does the XPRO Form 4 mention future restricted stock unit vesting?

Yes. Bentham’s holdings include 2,804 RSUs vesting on February 22, 2027; 10,956 RSUs vesting 50% in 2027 and 50% in 2028; and 13,980 RSUs vesting in three annual installments starting February 22, 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/25/2026 - 05:45 PM Learn about SEC filing dates

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^*

Bentham Michael

(Last) (First) (Middle)

C/O EXPRO GROUP HOLDINGS N.V.

1311 BROADFIELD BLVD., SUITE 400

(Street)

HOUSTON TX 77084

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EXPRO GROUP HOLDINGS N.V. [ XPRO ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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, nominal value Euro0.06	02/24/2026		A		6,736(1)	A	$0	66,577	D
Common Stock, nominal value Euro0.06	02/24/2026		F		3,536(2)	D	$18.18	63,041(3)	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

Explanation of Responses:

1. Represents shares of common stock, nominal value Euro0.06 per shares, of the Issuer received upon the vesting and settlement of the performance-based restricted stock units ("PRSUs") granted on February 24, 2023, under the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan. The PRSUs reported in this filing vested at 66.6% achievement.

2. In connection with the vesting of restricted stock units ("RSUs") and PRSUs, the Issuer withheld 3,536 vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on February 23, 2026.

3. Also includes (i) 2,804 RSUs that will vest on February 22, 2027, (ii) 10,956 RSUs that will vest 50% on February 22, 2027 and 50% on February 22, 2028 and (iii) 13,980 RSUs that will vest ratably in three annual installments beginning on February 22, 2027.

	/s/ Josh Hancock, as Attorney-in-Fact	02/25/2026
	** 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.
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