Oak Hill Advisors (XPRO) shifts Expro stake via in-kind share distribution

Rhea-AI Filing Summary

EXPRO GROUP HOLDINGS N.V. large shareholder Oak Hill Advisors LP, through private investment funds it manages, reported a pro-rata in-kind distribution of 195,899 shares of common stock to fund partners for no consideration. The filing shows that Oak Hill–managed advisory entities continue to hold 11,708,513 shares indirectly in one line and 55,293 shares indirectly in another. The disclosure explains that these shares, including those relating to restricted stock units received by certain Oak Hill employees serving on Expro’s board, are held for the benefit of Oak Hill advisory entities and that Oak Hill Advisors LP disclaims beneficial ownership beyond its pecuniary interest.

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^*

OAK HILL ADVISORS LP

(Last) (First) (Middle)

ONE VANDERBILT AVE

16TH FLOOR

(Street)

NEW YORK NY 10017

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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, (euro)0.06 nominal value per share	03/02/2026		J(1)		195,899	D	(1)	11,708,513	I	See footnotes(2)(3)
Common Stock, (euro)0.06 nominal value per share								55,293	I	See footnotes(2)(4)

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. This transaction represents a pro-rata in-kind distribution by certain private investment funds managed by Oak Hill Advisors, L.P. ("OHA", or the "Reporting Person") to their partners for no consideration.

2. OHA acts (directly or through an affiliate) as investment adviser to certain funds and client accounts (together, the "Oak Hill Advisory Entities"), with respect to the shares of Common Stock (euro) 0.06 nominal value per share ("Common Stock") directly held by the Oak Hill Advisory Entities. OHA is a subsidiary business of T. Rowe Price Associates, Inc. ("TRP"). OHA's beneficial ownership does not include any shares that may be beneficially owned by TRP. OHA disclaims beneficial ownership of the shares of Common Stock held by the Oak Hill Advisory Entities beyond its respective pecuniary interest therein, if any, for purposes of Section 16 under the Securities Exchange Act of 1934, as amended.

3. Reflects securities held by the Oak Hill Advisory Entities. As previously reported, the restricted stock units ("RSUs") previously held by Mr. Alan Schrager, an employee of OHA and former member of the board of directors of the Issuer were, pursuant to the policies of OHA, held for the benefit of certain Oak Hill Advisory Entities. These shares have since been transferred to the entities on whose benefit they were being held.

4. As disclosed in the Form 4 filed with the Securities and Exchange Commission on June 3, 2025 by Mr. Eitan Arbeter ("Mr. Arbeter"), an employee of OHA and member of the board of directors of the Issuer, Mr. Arbeter received 17,104 RSUs. Also as disclosed in the Form 4s previously filed by Mr. Arbeter, Mr. Arbeter has received an additional 38,189 RSUs which have vested. Pursuant to the policies of OHA, all RSUs received by Mr. Arbeter are held for the benefit of certain Oak Hill Advisory Entities.

	/s/ Oak Hill Advisors, L.P., By: /s/ William H. Bohnsack, Jr., Authorized Signatory	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Oak Hill Advisors report for EXPRO GROUP (XPRO)?

Oak Hill Advisors LP reported a pro-rata in-kind distribution of 195,899 Expro common shares by private funds it manages to their partners for no consideration, rather than a traditional open-market buy or sell, reflecting an internal reallocation of holdings.

How many EXPRO GROUP (XPRO) shares do Oak Hill advisory entities hold after this filing?

After the reported transactions, Oak Hill–managed advisory entities are listed as indirectly holding 11,708,513 Expro common shares in one line and 55,293 shares in another, showing substantial ongoing exposure managed through those investment vehicles.

Was cash paid in the Oak Hill Advisors Form 4 transaction for EXPRO GROUP (XPRO)?

No cash changed hands in the reported transaction. The Form 4 describes a pro-rata in-kind distribution of 195,899 Expro shares by certain private funds to their partners for no consideration, meaning it was a non-cash transfer within existing investment structures.

How is Oak Hill Advisors’ beneficial ownership of EXPRO GROUP (XPRO) stock described?

Oak Hill Advisors is described as investment adviser to certain Oak Hill advisory entities that directly hold Expro shares. The firm disclaims beneficial ownership of those shares beyond its own pecuniary interest, clarifying its economic stake for Section 16 reporting purposes.

What role do restricted stock units (RSUs) play in Oak Hill’s EXPRO GROUP (XPRO) position?

The filing notes RSUs granted to Oak Hill employees serving on Expro’s board were, under Oak Hill policies, held for the benefit of certain advisory entities. Shares from those RSUs have been or will be transferred to the relevant Oak Hill advisory entities.

Is Oak Hill Advisors a major shareholder of EXPRO GROUP (XPRO)?

Yes. Oak Hill Advisors LP is identified as a ten percent owner of Expro Group Holdings N.V., with Expro common stock held indirectly through Oak Hill advisory entities for which Oak Hill serves as investment adviser under its asset management structure.