Core Laboratories Inc. /DE/ Stock Compensation Disclosure

16. STOCK-BASED COMPENSATION

We have two stock incentive plans: the 2024 Long-Term Incentive Plan (the “LTIP”) and the 2023 Non-Employee Director Stock Incentive Plan (the “Director Plan”). We issue shares from either treasury stock or authorized common stock for the following stock-based compensation plans. In 2025, we issued 463,244 shares out of treasury stock. We do not use cash to settle equity instruments issued under stock-based compensation awards.

2024 Long-Term Incentive Plan

Under the LTIP, awards may be granted to eligible employees until May 8, 2034, and the maximum number of shares available for award is 14,100,000 shares. At December 31, 2025, approximately 1,442,168 shares remained available for the grant of new awards.

We have granted restricted stock awards under two programs: (1) the Performance Share Award Program (“PSAP”); and (2) the Restricted Share Award Program (“RSAP”). During the year ended December 31, 2025, participants surrendered 226,082 shares to settle any personal tax liabilities which may result from the award, as permitted by the agreements. We recorded these surrendered shares as treasury stock with an aggregate cost of $3.5 million at $15.59 per share.

Performance Share Award Program

The PSAP allows us to compensate our executive and senior management teams as we meet or exceed our business objectives. The PSAP shares are unvested and may not be sold, assigned, pledged, hedged, margined or otherwise transferred by an award recipient until such time as, and then only to the extent that, the restricted performance shares have vested. In the event of a change in control (as defined in the LTIP) prior to the last day of the Performance Period, as defined, all of the award

recipient’s restricted performance shares will vest as of the effective date of such change in control. Subject to continued employment with us, or upon death or disability, PSAP shares vest if we meet or exceed our business objectives.

We award certain members of our executive and senior management teams rights to receive common stock if our calculated return on invested capital (“ROIC”), as defined in the PSAP Agreement, achieves certain performance criteria as compared to the Bloomberg Peer Group, as defined in the PSAP Agreement, on the last trading day of the three-year performance period. Additional shares may be awarded above the target level subject to ROIC performance and certain total shareholder return (“TSR”) performance criteria, as defined in the PSAP agreement. The PSAP is recorded as an equity award that requires us to recognize compensation expense over the shorter of the three-year performance period or requisite service period, as determined for each participant individually.

On January 14, 2026, the Compensation Committee of our Board of Directors approved the 2026 PSAP award for an aggregate total of 391,116 shares (at target level) to certain members of our executive and senior management teams. The performance period and conditions are similar to the prior year’s PSAP awards as discussed above.

(1) Additional stock compensation expense has been recorded in accordance with FASB ASC Topic 718, “Compensation - Stock Compensation”, which states that the period over which stock compensation expense is recognized should not extend beyond the eligible retirement age as defined in each executive’s PSAP award agreement. The PSAP awards remain unvested until the end of the performance period and until it can be determined whether the performance criteria have been achieved. The executive will not forfeit the right to vest in the awarded shares if they voluntarily retire from the Company after attaining the retirement age as defined in each agreement.

Restricted Share Award Program

In 2004, the Compensation Committee of our Board of Directors approved the RSAP to attract and retain key employees, and to better align employee interests with those of our shareholders. Each of these grants has a vesting period of principally either five or six years, and vests ratably, or as specified in the award agreements, on an annual basis. There are no performance accelerators for early vesting for these awards. Awards under the RSAP are classified as equity awards and recorded at the grant-date fair value with the compensation expense recognized over the expected life of the award.

2023 Non-Employee Director Stock Incentive Plan

Under the Director Plan, awards may be granted until June 28, 2033, and the maximum number of shares available for award under this plan is 1,400,000 shares. As of December 31, 2025, approximately 392,560 shares remained available for the grant of new awards.

We have granted restricted stock awards under the Restricted Share Award Program for Non-Employee Directors (the “Director Program”). The Compensation Committee of our Board of Directors approved the Director Program to compensate our non-employee Directors.

All shares awarded have a vesting period of one year for each grant. There are no performance accelerators for early vesting for these awards. Awards under the Director Program are classified as equity awards and recorded at the grant-date fair value with compensation expense recognized over the expected life of the award.

On January 14, 2026, the Compensation Committee of our Board of Directors approved the 2026 award for an aggregate total of 47,370 shares to our non-employee directors. The grant date of the award is on April 1, 2026 with a vesting period of one year.

Equity Compensation Plans Information