Expro (NYSE: XPRO) CTO logs share award and tax-share disposal

Rhea-AI Filing Summary

EXPRO GROUP HOLDINGS N.V. Chief Technology Officer Steven J. Russell reported equity award activity in company stock. He acquired 17,618 shares of common stock at no cost through the vesting and settlement of previously granted performance-based restricted stock units, which vested at 66.6% achievement.

In connection with this vesting, 9,246 vested shares were disposed of to satisfy tax withholding obligations, based on the closing share price of $18.18 on February 23, 2026. After these transactions, he directly holds 154,250 shares, including 7,204 restricted stock units vesting on February 22, 2027, 25,780 restricted stock units vesting 50% on February 22, 2027 and 50% on February 22, 2028, and 34,539 restricted stock units vesting in three annual installments beginning February 22, 2027.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Russell Steven J

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, nominal value Euro0.06	17,618	$0.00	--
Tax Withholding	Common Stock, nominal value Euro0.06	9,246	$18.18	$168K

Holdings After Transaction: Common Stock, nominal value Euro0.06 — 163,496 shares (Direct)

Footnotes (1)

1. Represents shares of common stock, nominal value Euro0.06 per share, of the Issuer received upon the vesting and settlement of the performance-based restricted stock units ("PRSUs") granted on February 24, 2023, under the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan. The PRSUs reported in this filing vested at 66.6% achievement. In connection with the vesting of restricted stock units ("RSUs") and PRSUs, the Issuer withheld 9,246 vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on February 23, 2026. Also includes (i) 7,204 RSUs that will vest on February 22, 2027, (ii) 25,780 RSUs that will vest 50% on February 22, 2027 and 50% on February 22, 2028 and (iii) 34,539 RSUs that will vest ratably in three annual installments beginning on February 22, 2027.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Russell Steven J

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		A		17,618(1)	A	$0	163,496	D
Common Stock, nominal value Euro0.06	02/24/2026		F		9,246(2)	D	$18.18	154,250(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 shares of common stock, nominal value Euro0.06 per share, of the Issuer received upon the vesting and settlement of the performance-based restricted stock units ("PRSUs") granted on February 24, 2023, under the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan. The PRSUs reported in this filing vested at 66.6% achievement.

2. In connection with the vesting of restricted stock units ("RSUs") and PRSUs, the Issuer withheld 9,246 vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on February 23, 2026.

3. Also includes (i) 7,204 RSUs that will vest on February 22, 2027, (ii) 25,780 RSUs that will vest 50% on February 22, 2027 and 50% on February 22, 2028 and (iii) 34,539 RSUs that will vest ratably in three annual installments beginning on February 22, 2027.

	/s/ Josh Hancock, as Attorney-in-Fact	02/25/2026
	** 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).
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FAQ

What insider stock transactions did Expro (XPRO) report for CTO Steven J. Russell?

Expro CTO Steven J. Russell acquired 17,618 common shares through vesting of performance-based RSUs and had 9,246 shares withheld to cover tax obligations. These entries reflect equity compensation mechanics, not open-market buying or selling activity.

How many Expro (XPRO) shares does the CTO hold after the latest Form 4?

After the reported transactions, Steven J. Russell directly holds 154,250 Expro common shares. This figure includes his underlying restricted stock units scheduled to vest between February 2027 and February 2028 under the company’s long-term incentive awards.

What is the nature of the 17,618 Expro (XPRO) shares acquired by the CTO?

The 17,618 shares were received upon vesting and settlement of performance-based restricted stock units granted on February 24, 2023. These PRSUs vested at 66.6% achievement under Expro’s 2022 Long-Term Incentive Plan, resulting in a non-cash equity award.

Why were 9,246 Expro (XPRO) shares disposed of in the CTO’s Form 4 filing?

Expro withheld 9,246 vested shares to satisfy tax withholding obligations arising from RSU and PRSU vesting. The number of shares withheld was determined using the closing share price of $18.18 on February 23, 2026, rather than through an open-market sale.

What future RSU vesting schedule is disclosed for Expro (XPRO) CTO Steven J. Russell?

The filing notes 7,204 RSUs vesting on February 22, 2027, 25,780 vesting 50% on February 22, 2027 and 50% on February 22, 2028, and 34,539 vesting in three annual installments starting February 22, 2027, subject to plan terms.