Oak Hill Advisors (XPRO) backs Expro redomicile with 10.5% stake

Rhea-AI Filing Summary

Oak Hill Advisors, L.P. filed Amendment No. 5 to its Schedule 13D on Expro Group Holdings N.V., updating its ownership and adding a voting commitment. Oak Hill reports beneficial ownership of 11,961,960 shares of common stock, representing 10.5% of the class.

Oak Hill funds entered into a Voting and Support Agreement with Expro to vote their shares in favor of proposals related to Expro’s planned redomicile from the Netherlands to the Cayman Islands and related amendments to the articles of association, including treatment of shareholder withdrawal rights.

Insights

Equity ownership & governance analyst

Amended 13D shows a 10.5% stake and formal support for Expro’s redomicile plan.

Oak Hill Advisors reports beneficial ownership of 11,961,960 shares, or 10.5% of Expro’s common stock, based on 113,509,026 shares deemed outstanding as of data in the filing. This includes shares underlying options and RSUs attributed to an employee under Oak Hill policies.

The filing discloses a Voting and Support Agreement committing Oak Hill funds to back Expro’s proposed transactions to change jurisdiction from the Netherlands to the Cayman Islands and adjust articles for withdrawal rights and potential conversion into Class B common stock. This aligns a large shareholder with management’s redomicile plan.

The amendment also notes a prior pro-rata in-kind distribution of 195,899 shares by certain Oak Hill funds to their partners for no consideration, suggesting routine internal reallocation rather than a market sale. Future company disclosures about the redomicile process will further clarify its effects on shareholders.

Key Figures

Beneficial ownership: 11,961,960 shares Ownership percentage: 10.5% Shares outstanding basis: 113,509,026 shares +5 more

8 metrics

Beneficial ownership 11,961,960 shares Shares of Expro common stock beneficially owned by Oak Hill Advisors

Ownership percentage 10.5% Percent of Expro common stock class represented by Oak Hill’s holdings

Shares outstanding basis 113,509,026 shares Total shares used to calculate Oak Hill’s ownership percentage

Common shares outstanding 113,390,431 shares Expro common stock outstanding as of April 6, 2026 from Expro Ltd S-4/A

Options underlying shares 198,154 shares Common shares OHA may purchase upon exercise of options included in ownership

Unvested RSUs grant 17,104 RSUs RSUs granted June 3, 2025 to Eitan Arbeter, vesting June 1, 2026

Previously vested RSUs 38,189 RSUs Additional RSUs previously granted to Mr. Arbeter that have vested

In-kind distribution 195,899 shares Shares distributed pro-rata in kind by certain Oak Hill funds on March 2, 2026

Key Terms

Voting and Support Agreement, redomicile, restricted stock units, pro-rata in-kind distribution, +1 more

5 terms

Voting and Support Agreement financial

"the Oak Hill Funds entered into a Voting and Support Agreement (the "Support Agreement") with the Issuer"

A voting and support agreement is a contract in which certain shareholders promise to vote their shares a specific way and back particular corporate actions, such as a sale, merger, or management proposal. It matters to investors because it creates predictability about the outcome of important votes—similar to a small group agreeing in advance to vote the same way—so it can lock in control, affect deal certainty and influence a stock’s market reaction.

redomicile financial

"In connection with the proposed redomicile of the Issuer disclosed by the Issuer"

Redomicile is when a company legally moves its “home” from one country or jurisdiction to another while keeping its business operations largely the same. For investors it matters because the move can change tax rules, legal protections, corporate governance, and the ease of trading shares—similar to a person changing their legal residence to gain different benefits or follow different laws, which can affect value and risk.

restricted stock units financial

"17,104 unvested restricted stock units and 38,189 restricted stock units that have vested"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

pro-rata in-kind distribution financial

"distributed 195,899 shares of Common Stock in a pro-rata in-kind distribution to their partners"

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 11,961,960.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Expro Group Holdings N.V.

(Name of Issuer)

Common Stock, (euro)0.06 nominal value per share

(Title of Class of Securities)

N3144W105

(CUSIP Number)

William H. Bohnsack, Jr.
Oak Hill Advisors, L.P., One Vanderbilt Avenue - 16th Floor
New York, NY, 10017
(212) 884-0384

Adriana Schwartz, Esq.
Seward & Kissel LLP, One Battery Park Plaza
New York, NY, 10004
212-574-1415

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): N3144W105

1

Name of reporting person

Oak Hill Advisors, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,961,960.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,961,960.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,961,960.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person:

Includes (i) 198,154 shares of Common Stock underlying options and (ii) as disclosed in Item 6, 17,104 unvested restricted stock units and 38,189 restricted stock units that have vested which are held by Eitan Arbeter, an employee of the Reporting Person.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, (euro)0.06 nominal value per share
(b)	Name of Issuer: Expro Group Holdings N.V.
(c)	Address of Issuer's Principal Executive Offices: 1311 Broadfield Blvd., Suite 400, Houston, TEXAS , 77084.
Item 1 Comment: The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned ("Amendment No. 5"). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D, as amended.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: In connection with the proposed redomicile of the Issuer disclosed by the Issuer in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on April 1, 2026, on April 17, 2026, the Oak Hill Funds entered into a Voting and Support Agreement (the "Support Agreement") with the Issuer providing for, on the terms and subject to the conditions thereof, that the Oak Hill Funds will vote the shares owned by the Oak Hill Funds (the "Support Shares") in favor of the transactions contemplated by the Proposals (as defined below). The Issuer is proposing to enter into a series of transactions (the "Transactions") pursuant to which, among other things, the Issuer will change its jurisdiction of organization from the Netherlands to the Cayman Islands. In connection with the Transactions, the Issuer is also proposing to amend its articles of association to (i) include a formula on the basis of which cash compensation to the Issuer's shareholders who exercise their withdrawal right in connection with the Transaction can be readily determined and (ii) provide for the conversion of Common Stock, of the Issuer into shares of Class B common stock, nominal value (euro)0.06 per share, of the Issuer if and to the extent the Issuer's shareholders exercise their withdrawal rights (the proposals with respect to the approval of the Transaction and such amendments, collectively, the "Proposals"). The foregoing summary of the Support Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Support Agreement, a copy of which is attached as Exhibit 99.1 hereto.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to the Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by the Reporting Person. The percentage used in the Schedule 13D is calculated based upon 113,509,026 shares of Common Stock, which is the sum of (i) 113,390,431 shares of Common Stock outstanding as of April 6, 2026, as reported in the Form S-4/A, filed with the SEC by Expro Ltd on April 17, 2026 (the "Expro Ltd S-4/A"), (ii) 198,154 shares of Common Stock that OHA may purchase upon exercise of options, and (iii) the vesting of the 17,104 shares of Common Stock underlying the unvested RSUs reported herein.
(b)	See rows (7) through (10) of the cover page to the Schedule 13D for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	As reported in the Form 4 filed by the Reporting Person on March 4, 2026, on March 2, 2026, certain of the Oak Hill Funds distributed 195,899 shares of Common Stock in a pro-rata in-kind distribution to their partners for no consideration. Other than as disclosed herein, no transactions in the shares of Common Stock have been effected by the Reporting Person during the past sixty (60) days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended to add the following: On June 3, 2025, Mr. Arbeter received a grant of 17,104 RSUs as annual compensation to the non-employee members of the Board. These RSUs will vest on June 1, 2026. Mr. Arbeter has previously received an additional 38,189 RSUs which have vested. Pursuant to the policies of OHA, Mr. Arbeter is deemed to hold the RSUs for the benefit of certain clients of OHA and accordingly hold no voting or investment control over the RSUs.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Form of Voting and Support Agreement, dated April 17, 2026, incorporated herein by reference to Exhibit 10.1 to the Expro Ltd. S-4/A.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Oak Hill Advisors, L.P.

Signature:	/s/ William H. Bohnsack, Jr.
Name/Title:	William H. Bohnsack, Jr., Authorized Signatory
Date:	04/21/2026

Comments accompanying signature:

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 10001).

FAQ

What percentage of Expro Group (XPRO) does Oak Hill Advisors currently report owning?

Oak Hill Advisors reports beneficial ownership of 11,961,960 Expro Group common shares, representing 10.5% of the outstanding class. This percentage is based on 113,509,026 shares deemed outstanding, including shares issuable upon option exercise and RSU vesting referenced in the filing.

What new agreement between Oak Hill Advisors and Expro Group (XPRO) is disclosed?

The filing discloses a Voting and Support Agreement between Oak Hill funds and Expro Group. Under this agreement, Oak Hill will vote its shares in favor of proposals connected to Expro’s planned redomicile to the Cayman Islands and related amendments to the company’s articles of association.

How does the Expro Group (XPRO) redomicile affect Oak Hill’s reported stake?

Oak Hill’s amendment primarily adds its commitment to support Expro’s redomicile from the Netherlands to the Cayman Islands. It continues to report beneficial ownership of 11,961,960 shares, or 10.5% of the class, while agreeing to vote these shares for the redomicile-related proposals.

What share distribution activity by Oak Hill funds in Expro Group (XPRO) is mentioned?

The filing notes that on March 2, 2026, certain Oak Hill funds made a pro-rata in-kind distribution of 195,899 Expro shares to their partners for no consideration. This represents an internal allocation of shares, not an open-market sale, as previously reported on a Form 4.

How are Expro Group (XPRO) options and RSUs treated in Oak Hill’s 13D/A filing?

Oak Hill’s reported beneficial ownership includes 198,154 shares underlying options and RSUs held by employee Eitan Arbeter, totaling 17,104 unvested and 38,189 vested RSUs. Under Oak Hill policies, these awards are deemed held for certain clients, with Mr. Arbeter lacking voting or investment control.