Expro (NYSE: XPRO) GC granted 32,895 RSUs; 8,941 shares withheld for tax

Rhea-AI Filing Summary

EXPRO GROUP HOLDINGS N.V. General Counsel & Secretary John Lewis McAlister reported equity compensation and related tax withholding in company stock.

He received a grant of 32,895 restricted stock units (RSUs) under the 2022 Long-Term Incentive Plan, each RSU representing one share of common stock. These RSUs vest in three equal annual installments beginning on February 22, 2027. In connection with RSU vesting, the company withheld 8,941 shares of common stock at $17.79 per share to satisfy tax obligations, rather than an open-market sale. After these transactions, he beneficially owns 121,157 shares and RSUs, including 5,249 RSUs vesting on February 24, 2026, 6,776 RSUs vesting on February 22, 2027, and 24,490 RSUs vesting 50% on February 22, 2027 and 50% on February 22, 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^*

McAlister John Lewis

(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)
	General Counsel & Secretary

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		32,895(1)	A	$0	130,098	D
Common Stock, nominal value Euro0.06	02/22/2026		F		8,941(2)	D	$17.79	121,157(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 32,895 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 8,941 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) 5,249 RSUs that will vest on February 24, 2026, (ii) 6,776 RSUs that will vest on February 22, 2027 and (iii) 24,490 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
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FAQ

What insider transactions did XPRO’s John Lewis McAlister report on this Form 4?

John Lewis McAlister reported an equity award and a tax-related share withholding. He received 32,895 restricted stock units in Expro Group common stock and had 8,941 vested shares withheld by the company to cover tax obligations tied to RSU vesting.

How many RSUs did XPRO grant to General Counsel John Lewis McAlister?

Expro Group granted John Lewis McAlister 32,895 restricted stock units. Each RSU represents a right to receive one share of common stock upon vesting, providing him with stock-based compensation that aligns his long-term incentives with shareholder interests over multiple future vesting dates.

What is the vesting schedule for John Lewis McAlister’s new 32,895 RSUs at XPRO?

The 32,895 RSUs vest ratably in three annual installments starting February 22, 2027. That means roughly one-third of the award converts into common shares each year over three years, subject to continued service and any conditions in the long-term incentive plan.

Why were 8,941 XPRO shares disposed of in John Lewis McAlister’s Form 4?

The 8,941 shares were withheld by Expro Group to satisfy tax withholding obligations from RSU vesting. Instead of selling shares in the market, the company retained part of the vested stock, using the February 20, 2026 closing price to determine the number withheld.

How many Expro Group shares and RSUs does John Lewis McAlister own after these transactions?

After the reported transactions, John Lewis McAlister beneficially owns 121,157 shares and RSUs. This includes 5,249 RSUs vesting on February 24, 2026, 6,776 RSUs vesting on February 22, 2027, and 24,490 RSUs vesting in equal parts on February 22, 2027 and February 22, 2028.

What other unvested RSUs does XPRO’s John Lewis McAlister hold besides the new grant?

Beyond the 32,895 new RSUs, he holds 5,249 RSUs vesting on February 24, 2026, 6,776 RSUs vesting on February 22, 2027, and 24,490 RSUs vesting in two equal tranches on February 22, 2027 and February 22, 2028, providing continued equity-based incentives.