Expro Group (XPRO) Officer Adds 668 Shares Under Employee Stock Purchase Plan

Rhea-AI Filing Summary

Expro Group Holdings N.V. officer and Principal Accounting Officer acquired additional company shares through the Employee Stock Purchase Plan. For the period from July 1, 2025 through December 31, 2025, the reporting person bought 668 shares of common stock at a price of $8.59 per share, equal to 85% of the closing price on June 30, 2025 under the plan’s terms. Following this transaction, the reporting person beneficially owns 49,510 common shares, including restricted stock units that are scheduled to vest in installments in 2026 and 2027.

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)
12/31/2025

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(1)	12/31/2025		A	V	668	A	$8.59(2)	49,510(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. The reporting person is voluntarily reporting the acquisition of common stock pursuant to the Issuer's Employee Stock Purchase Plan (the "ESPP") for the period July 1, 2025 through December 31, 2025. This transaction is exempt under Rule 16(b)-3(c).

2. In accordance with the ESPP, these shares were purchased at 85% of the closing price of the Issuer's common stock on June 30, 2025.

3. Also includes (i) 16,435 restricted stock units ("RSUs") that will vest ratably in three annual installments beginning on February 22, 2026, (ii) 5,607 RSUs that will vest 50% on February 22, 2026 and 50% on February 22, 2027 and (iii) 2,248 RSUs that will vest on February 24, 2026.

	/s/ Josh Hancock, as Attorney-in-Fact	01/02/2026
	** 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 was reported for Expro Group Holdings N.V. (XPRO)?

The filing reports that an officer and Principal Accounting Officer acquired 668 shares of Expro Group Holdings N.V. common stock through the company’s Employee Stock Purchase Plan for the period July 1, 2025 to December 31, 2025.

At what price were the XPRO shares purchased under the Employee Stock Purchase Plan?

The 668 shares of Expro Group Holdings N.V. common stock were purchased at $8.59 per share, which is described as 85% of the closing price of the issuer’s common stock on June 30, 2025.

How many Expro Group Holdings N.V. (XPRO) shares does the insider beneficially own after this transaction?

After the reported Employee Stock Purchase Plan acquisition, the reporting person beneficially owns 49,510 shares of Expro Group Holdings N.V. common stock, including certain restricted stock units scheduled to vest in the future.

What restricted stock units (RSUs) are included in the insider’s XPRO holdings?

The beneficial ownership total of 49,510 shares also includes (i) 16,435 RSUs vesting ratably in three annual installments beginning on February 22, 2026, (ii) 5,607 RSUs vesting 50% on February 22, 2026 and 50% on February 22, 2027, and (iii) 2,248 RSUs vesting on February 24, 2026.

Is the reported XPRO stock purchase exempt from short-swing profit rules?

The transaction is described as an acquisition of common stock pursuant to the company’s Employee Stock Purchase Plan for the stated period and is identified as exempt under Rule 16(b)-3(c).

Was this XPRO insider transaction made under a Rule 10b5-1 trading plan?

The form provides a checkbox to indicate whether a transaction was made under a Rule 10b5-1 plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), but the excerpt does not state that this particular transaction was made under such a plan.