[Form 4] Expro Group Holdings N.V. Insider Trading Activity

Rhea-AI Filing Summary

Expro Group Holdings N.V. (XPRO) filed a Form 4 disclosing equity grants to its newly reported Chief Financial Officer, Sergio L. Maiworm Jr. On 30 June 2025, the executive received two separate awards of restricted stock units (RSUs):

• 286,041 RSUs that cliff-vest on 30 June 2028.
• 42,792 RSUs that vest one-third each on 30 June 2026, 2027 and 2028.

The combined 328,833 RSUs represent the CFO’s entire reported beneficial ownership following the transactions. Both awards were granted as inducement awards under NYSE Rule 303A.08 and were acquired at $0 cost, implying no open-market purchase or sale of common stock. No derivative securities were involved, and no dispositions were reported.

The multi-year vesting schedules aim to encourage long-term value creation, while the issuance of new shares introduces a modest dilutive element. No other financial metrics, sales, or option exercises were disclosed in the filing.

Insights

Corporate Governance Analyst

TL;DR: Long-dated RSUs align new CFO with shareholders; modest dilution, overall governance-neutral.

The Form 4 shows the board using equity to attract and retain a senior finance leader. Inducement grants totaling 328,833 RSUs vest entirely by mid-2028, locking the CFO into a four-year horizon. Such grants are common for external hires and foster alignment without immediate cash expense. Because the award price is $0, dilution is the only shareholder cost; however, the magnitude appears limited and is spread over several years. No sales signal or leverage is present, so the action is governance-acceptable and slightly positive for long-term incentive structure.

Portfolio Manager

TL;DR: Insider activity is an equity grant, not a buy or sell—impact on valuation minimal.

From a portfolio perspective, this Form 4 is routine. The grant does not change cash flows or near-term share count meaningfully and offers no insight into operating performance. The absence of open-market purchases removes any bullish insider-sentiment read. Investors should note potential dilution once RSUs vest, but the staggered schedule tempers the effect. Overall, I view the filing as non-impactful to valuation models.

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^*

Maiworm Sergio L. Jr.

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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, nominal value Euro0.06	06/30/2025		A		286,041(1)	A	$0	286,041	D
Common Stock, nominal value Euro0.06	06/30/2025		A		42,792(2)	A	$0	328,833	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 286,041 restricted stock units ("RSUs") granted as inducement awards for employment with the Issuer pursuant to NYSE Rule 303A.08. 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 RSUs vest on June 30, 2028.

2. Represents 42,792 RSUs granted as inducement awards for employment with the Issuer pursuant to NYSE Rule 303A.08. Each RSU represents a contingent right to receive, upon vesting, one share of Common Stock. The RSUs vest as to one-third on each of June 30, 2026, June 30, 2027 and June 30, 2028.

	/s/ Josh Hancock, as Attorney-in-Fact	07/02/2025
	** Signature of Reporting Person	Date
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