Expro Group (XPRO) officer granted 13,980 RSUs, 3,649 shares withheld for tax

Rhea-AI Filing Summary

Expro Group Holdings N.V. principal accounting officer Michael Bentham received a grant of 13,980 restricted stock units (RSUs), each representing one future share of common stock upon vesting. These RSUs will vest in three equal annual installments beginning on February 22, 2027.

In connection with RSU vesting, the company withheld 3,649 vested shares at a price of $17.79 per share to cover tax obligations, leaving Bentham with 59,841 common shares held directly. He also holds additional unvested RSUs of 2,248, 2,804 and 10,956 that are scheduled to vest between February 2026 and February 2028.

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^*

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)
02/22/2026

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	02/22/2026		A		13,980(1)	A	$0	63,490	D
Common Stock, nominal value Euro0.06	02/22/2026		F		3,649(2)	D	$17.79	59,841(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 restricted stock units ("RSUs") granted under the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan. Each RSU represents a contingent right to receive, upon vesting, one share of common stock, nominal value Euro0.06 per share, of the Issuer ("Common Stock"). The 13,980 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on February 22, 2027.

2. In connection with the vesting of RSUs, the Issuer withheld 3,649 vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on February 20, 2026.

3. Also includes (i) 2,248 RSUs that will vest on February 24, 2026, (ii) 2,804 RSUs that will vest on February 22, 2027 and (iii) 10,956 RSUs that will vest 50% on February 22, 2027 and 50% on February 22, 2028.

	/s/ Josh Hancock, as Attorney-in-Fact	02/24/2026
	** 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).
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FAQ

What did Expro Group (XPRO) disclose about Michael Bentham’s new equity grant?

Expro Group’s principal accounting officer Michael Bentham received 13,980 restricted stock units. Each RSU can convert into one common share, vesting in three equal annual installments starting February 22, 2027, aligning his compensation more closely with long-term shareholder outcomes.

How many Expro Group (XPRO) shares were withheld for Michael Bentham’s taxes?

Expro Group withheld 3,649 vested shares from Michael Bentham to satisfy tax withholding obligations. The number of shares withheld was based on the company’s closing share price of $17.79 on February 20, 2026, as part of standard equity compensation tax treatment.

How many Expro Group (XPRO) shares does Michael Bentham own after these transactions?

After the Form 4 transactions, Michael Bentham directly owns 59,841 shares of Expro Group common stock. This figure reflects both the equity award activity and the share withholding for taxes described, and represents his updated direct share holdings in the company.

What is the vesting schedule for Michael Bentham’s 13,980 new RSUs at Expro Group (XPRO)?

The 13,980 new RSUs granted to Michael Bentham will vest ratably over three years. Vesting begins on February 22, 2027, with one-third vesting each year, providing a multi‑year incentive tied to Expro Group’s ongoing performance and retention goals.

What additional unvested RSUs does Michael Bentham hold in Expro Group (XPRO)?

Beyond the new grant, Michael Bentham holds 2,248 RSUs vesting February 24, 2026, 2,804 RSUs vesting February 22, 2027, and 10,956 RSUs vesting 50% on February 22, 2027 and 50% on February 22, 2028, creating a staggered vesting profile.