Steven J. Russell - Feb 22, 2024 Form 4 Insider Report for EXPRO GROUP HOLDINGS N.V. (XPRO)

Role: Chief Technology Officer
Signature: /s/ Josh Hancock, as Attorney-in-Fact
Stock symbol: XPRO
Transactions as of: Feb 22, 2024
Transactions value $: -$244,644
Form type: 4
Date filed: 2/26/2024, 01:57 PM
Previous filing: Feb 28, 2023
Next filing: Jun 25, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XPRO	Common Stock, nominal value Euro0.06	Award	$0	+21.6K	+27.22%	$0.00	101K	Feb 22, 2024	Direct	F1
transaction	XPRO	Common Stock, nominal value Euro0.06	Options Exercise		+6.78K	+6.71%		108K	Feb 22, 2024	Direct	F2
transaction	XPRO	Common Stock, nominal value Euro0.06	Award	$0	+4.81K	+4.46%	$0.00	113K	Feb 22, 2024	Direct	F3
transaction	XPRO	Common Stock, nominal value Euro0.06	Tax liability	-$201K	-10.4K	-9.26%	$19.32	102K	Feb 22, 2024	Direct	F4
transaction	XPRO	Common Stock, nominal value Euro0.06	Tax liability	-$43.3K	-2.31K	-2.26%	$18.70	99.9K	Feb 24, 2024	Direct	F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	XPRO	Restricted Stock Unit	Options Exercise	$0	-6.78K	-100%	$0.00^*	0	Feb 22, 2024	Common Stock	6.78K		Direct	F2, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 21,612 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on February 22, 2025.
F2	RSUs convert into Common Stock on a one-for-one basis.
F3	Represents shares of Common Stock received upon the vesting and settlement of the performance-based restricted stock units ("PRSUs") granted on February 22, 2021, under the Expro Group Holdings N.V. 2013 Long-Term Incentive Plan, As Amended and Restated. The PRSUs reported in this filing vested at 39.0% achievement.
F4	In connection with the vesting of shares of RSUs and PRSUs, the Issuer withheld 7,301 vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on February 21, 2024. The withholding of vested shares pursuant to this award was approved by the Board of Directors of the Issuer, and the number of shares indicated in this Form 4 was acquired as treasury stock by the Issuer
F5	In connection with the vesting of shares of RSUs, the Issuer withheld 2,314 vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on February 23, 2024. The withholding of vested shares pursuant to this award was approved by the Board of Directors of the Issuer, and the number of shares indicated in this Form 4 was acquired as treasury stock by the Issuer.
F6	Also includes (i) 11,079 RSUs that will vest on February 22, 2025 and (ii) 11,756 RSUs that will vest 50% on February 24, 2025 and 50% on February 24, 2026.
F7	On February 22, 2021, the reporting person was granted 122,024 RSUs vesting ratably in three annual installments beginning on February 22, 2022, prior to giving effect to the 1 for 6 reverse stock split of the Issuer, which became effective on October 1, 2021.