Expro Group (XPRO) CTO gets 34,539 RSUs as 8,251 shares withheld for tax

Rhea-AI Filing Summary

EXPRO GROUP HOLDINGS N.V. Chief Technology Officer Steven J. Russell reported equity compensation and related tax withholding in company stock. He received a grant of 34,539 restricted stock units (RSUs) under the 2022 Long-Term Incentive Plan, each representing one future share upon vesting. These RSUs will vest in three equal annual installments beginning on February 22, 2027. In connection with previously vesting RSUs, the company withheld 8,251 shares at a price of $17.79 per share to cover tax obligations, a tax-withholding disposition rather than an open-market sale. After these transactions, Russell directly owns 145,878 shares of common stock, including other RSUs scheduled to vest in 2026, 2027 and 2028.

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^*

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)
02/22/2026

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		34,539(1)	A	$0	154,129	D
Common Stock, nominal value Euro0.06	02/22/2026		F		8,251(2)	D	$17.79	145,878(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 34,539 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 8,251 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) 5,878 RSUs that will vest on February 24, 2026, (ii) 7,204 RSUs that will vest on February 22, 2027 and (iii) 25,780 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
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FAQ

What did Expro Group (XPRO) disclose about Steven J. Russell’s recent stock grant?

Expro Group reported that CTO Steven J. Russell received 34,539 RSUs under the 2022 Long-Term Incentive Plan. Each RSU converts into one common share upon vesting, aligning a portion of his compensation with long-term shareholder value.

How will the 34,539 RSUs granted to Expro Group (XPRO) CTO vest over time?

The 34,539 RSUs granted to Expro’s CTO vest ratably in three annual installments starting February 22, 2027. This means one-third of the award converts into common shares each year over the three-year vesting period.

Why were 8,251 Expro Group (XPRO) shares disposed of in this Form 4 filing?

The filing states 8,251 shares were withheld by Expro when RSUs vested to satisfy tax withholding obligations. The number of shares withheld was based on the closing share price on February 20, 2026, and was not an open-market sale.

What is Steven J. Russell’s Expro Group (XPRO) share ownership after these transactions?

After the reported RSU grant and tax-withholding disposition, Expro’s CTO directly holds 145,878 shares of common stock. This figure includes previously granted RSUs that are scheduled to vest in 2026, 2027 and 2028 per the footnotes.

What other RSU awards for Expro Group (XPRO) CTO are disclosed in the Form 4 footnotes?

The footnotes show additional RSUs: 5,878 vesting on February 24, 2026, 7,204 vesting on February 22, 2027, and 25,780 vesting 50% on February 22, 2027 and 50% on February 22, 2028, all included in the reported holdings.

What price was used for the Expro Group (XPRO) tax-withholding share disposition?

For the 8,251-share tax-withholding disposition, the filing reports a price of $17.79 per share. The number of shares withheld was determined using the company’s closing share price on February 20, 2026.