Expro Group (NYSE: XPRO) CEO gets 109,211 RSUs, withholds shares

Rhea-AI Filing Summary

Expro Group Holdings N.V. President & CEO Michael Jardon reported equity compensation and related tax withholding. He received a grant of 109,211 restricted stock units (RSUs) under the 2022 Long-Term Incentive Plan, each convertible into one common share upon vesting. These RSUs will vest in three equal annual installments beginning on February 22, 2027. In connection with separate RSU vesting, the company withheld 27,502 shares at a price of $17.79 per share to cover tax obligations, a non–open-market disposition. Following these transactions, Jardon directly owns 523,171 shares of common stock, including additional RSUs scheduled to vest on specified future 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

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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^*

Jardon 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		109,211(1)	A	$0	550,673	D
Common Stock, nominal value Euro0.06	02/22/2026		F		27,502(2)	D	$17.79	523,171(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 109,211 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 27,502 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) 24,205 RSUs that will vest on February 24, 2026, (ii) 29,984 RSUs that will vest on February 22, 2027 and (iii) 79,402 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.
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FAQ

What did Expro (XPRO) CEO Michael Jardon report in this Form 4?

Michael Jardon reported an equity award and a related tax-withholding share disposition. He received 109,211 RSUs and had 27,502 vested shares withheld by Expro Group to satisfy tax obligations tied to RSU vesting events.

How many RSUs did Expro (XPRO) grant to its CEO and how do they vest?

Expro granted CEO Michael Jardon 109,211 restricted stock units. According to the filing, these RSUs will vest in three equal annual installments, starting on February 22, 2027, with each vested unit delivering one share of Expro common stock.

Why were 27,502 Expro (XPRO) shares withheld from Michael Jardon?

Expro withheld 27,502 vested shares from Michael Jardon to cover tax withholding obligations. The number of shares withheld was based on the closing share price on February 20, 2026, and reflects a tax-withholding disposition, not an open-market sale.

What price per share was used for the Expro (XPRO) tax withholding?

The tax withholding for Michael Jardon’s vested RSUs used a share price of $17.79. This price was based on Expro’s closing stock price on February 20, 2026, and determined how many vested shares were needed to satisfy tax obligations.

How many Expro (XPRO) shares does CEO Michael Jardon own after these transactions?

After the reported RSU grant and tax withholding, Michael Jardon directly owns 523,171 Expro common shares. This total includes previously held shares and RSUs that are scheduled to vest on specified future dates under existing award agreements.

Are Michael Jardon’s Expro (XPRO) transactions open-market buys or sells?

The transactions are equity award-related, not open-market trades. Jardon received 109,211 RSUs as a grant, and 27,502 vested shares were withheld by the company to pay taxes, a standard tax-withholding disposition rather than a discretionary market sale.