EXPRO GROUP HOLDINGS N.V. Stock Compensation Disclosure

20.	Stock-based compensation

 

Management Incentive Plan

 

During October 2018, Legacy Expro’s board of directors approved the Management Incentive Plan (“MIP”) which was comprised of (a) stock options to non-executive directors and key management personnel and (b) restricted stock units. The outstanding awards under the MIP were assumed by the Company in connection with the business combination between Legacy Expro and Frank’s International N.V., which was renamed Expro Group Holdings N.V. (the “Merger”).

 

MIP Stock options

 

Stock options issued under the MIP vested over a three- or four-year vesting period as defined in the award agreement, subject to the fulfilment of continued service and a performance condition related to the occurrence of a Liquidity Event (as defined in the MIP). Additionally, a portion of the management options were subject to performance conditions linked to an internal rate of return. 

 

Due to the nature of the performance conditions, recognition of compensation expense for the stock options was deferred until the occurrence of a Liquidity Event as the performance condition was deemed to be improbable. On October 1, 2021, the MIP stock options were modified to redefine the occurrence of the Liquidity Event to the closing of the Merger. Upon Closing, the MIP stock options were exchanged for options to purchase Company Common Stock based on the post-reverse stock split Exchange Ratio of 1.2120 to 1. As of the modification date, there were 6.9 million MIP stock options issued and outstanding.

 

The aforementioned event was accounted for as an improbable-to-probable modification and as a result, the fair value of all of the issued and outstanding MIP stock options was determined as of the Closing Date. Compensation expense was immediately recognized upon the Merger closing for all MIP stock options in which the service period was fulfilled. For the stock options in which the service period was not fulfilled, stock-based compensation expense is to be recognized based on the total modification date fair value of the associated awards on a straight-line basis over the remaining service period. 

 

The Company recognized no expense related to the MIP stock options during the years ended December 31, 2025 and 2024 and stock-based compensation expense of $0.9 million during the year ended December 31, 2023. As of December 31, 2025, there was no unrecognized stock compensation expense relating to MIP stock options.

 

As of December 31, 2025, 2024 and 2023, there were 2.7 million, 2.7 million and 2.9 million, respectively, MIP stock options issued and outstanding with a weighted average exercise price of $17.16, $17.16 and $17.17, respectively. There were no stock options granted during 2023, 2024, or 2025 and there are no plans to grant stock options in 2026. During the year ended December 31, 2025 there were no options exercised, forfeited or expired. As of December 31, 2025, there were 2.7 million exercisable MIP stock options with a weighted average exercise price of $17.16 per option. 

 

The intrinsic value of a stock option is the amount by which the current market value of the underlying stock exceeds the exercise price of the option. There were no options exercised in 2025 and the total intrinsic value of options exercised was $1.0 million and $1.8 million during 2024 and 2023, respectively. As of December 31, 2025, options outstanding and exercisable had no intrinsic value and a weighted-average remaining life of 2.1 years.

 

The key assumptions used to estimate the fair value of the MIP stock options were as follows:

 

Risk free interest rate		0.04	%
Expected volatility		55	%
Dividend yield		0.0	%
Stock price on valuation date		$18.90

 

Expro Group Holdings N.V. Long-Term Incentive Plan

 

Effective May 25, 2022, the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan (the “2022 LTIP” plan) was adopted and established by the Board and approved by the Company’s stockholders. Pursuant to the 2022 LTIP, stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights and other types of equity and cash incentive awards may be granted to employees, non-employee directors and consultants. The LTIP expires after 10 years, unless prior to that date the maximum number of shares available for issuance under the plan has been issued or our Board terminates the plan. There are approximately 13.2 million shares of common stock reserved for issuance under the LTIP. As of December 31, 2025, approximately 6.2 million shares remained available for issuance.

 

LTIP Restricted Stock Units (“LTIP RSUs”)

 

All RSUs granted under the LTIP vest ratably over a period of one to three years. Shares withheld from employees to settle personal tax obligations that arose as a result of RSUs that vested are included in our treasury stock. Certain RSU awards provide for accelerated vesting for qualifying terminations of employment or service.

 

Employees granted LTIP RSUs are not entitled to dividends declared on the underlying shares while the RSU is unvested. As such, the grant date fair value of the award is measured by reducing the closing price of our common stock as of the day before the grant date by the present value of the dividends expected to be paid on the underlying shares during the requisite service period, discounted at the appropriate risk-free interest rate.

 

Stock-based compensation expense relating to LTIP RSUs was $20.2 million, $18.2 million and $13.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. The total fair value of LTIP RSUs vested during the years ended December 31, 2025, 2024 and 2023 was $18.4 million, $13.8 million and $11.1 million respectively. As of December 31, 2025, unrecognized stock compensation expense relating to LTIP RSUs totaled approximately $27.7 million, which will be expensed over a weighted average period of 1.3 years.

 

The following is a summary of RSU information and weighted-average grant-date fair values for Expro’s LTIP RSUs:

 

		Number of Shares				Weighted Average Grant Date Fair Value
Non-vested at December 31, 2022			1,484,198			$	17.51
Granted			940,176				19.07
Vested			(640,145	)			17.37
Forfeited			(67,415	)			18.07
Non-vested at December 31, 2023			1,716,814				18.39
Granted			1,345,933				19.50
Vested			(761,726	)			18.05
Forfeited			(59,859	)			18.67
Non-vested at December 31, 2024			2,241,162				19.15
Granted			2,236,425				10.38
Vested			(989,626	)			18.62
Forfeited			(167,033	)			14.61
Non-vested at December 31, 2025			3,320,928			$	13.63

 

Performance Restricted Stock Units (“PRSUs”)

 

The purpose of the PRSUs is to closely align the incentive compensation of the executive leadership team for the duration of the performance cycle with returns to the Company’s shareholders and thereby further motivate the executive leadership team to create sustained value to the Company shareholders. The design of the PRSU grants effectuates this purpose by placing a material amount of incentive compensation for each executive at risk by offering an extraordinary reward for the attainment of extraordinary results.

 

Design features of the PRSU grant that in furtherance of this purpose include the following: (1) The vesting of the PRSUs is based on total shareholder return (“TSR”) based on a comparison to the returns of a peer group, which is the SPDR S&P Oil & Gas Equipment and Services ETF. (2) TSR performance is calculated separately with respect to certain achievement periods included in the performance period as defined for each specific agreement. For certain PRSUs, TSR for the Company and the peer group shall be calculated using a 30-day averaging period for the 30 calendar days prior to the start of the applicable performance period and the last 30 calendar days of the applicable performance period to mitigate the effect of stock price volatility. The TSR calculation will assume reinvestment of dividends. (3) The ultimate number of shares to be issued pursuant to the PRSU awards will vary in proportion to the actual TSR achieved as a percentile compared to the peer group during the Performance Period as follows: (i) no shares will be issued if the Company’s performance falls below the 25th percentile; (ii) 50% of the Target Level (as defined below) if the Company achieves a rank in the 25th percentile (the threshold level); (iii) 100% of the Target Level if the Company achieves a rank in the 50th percentile (the target level); (iv) 150% of the Target Level if the Company achieves a rank in the 75th percentile; and 200% of the Target Level if the Company achieves a rank in the 90th percentile and above (the maximum level). (4) Unless there is a qualifying termination as defined in the PRSU award agreement, the PRSUs of an executive will be forfeited upon an executive’s termination of employment during the Performance Period.

 

Though the value of the PRSU grant may change for each participant, the compensation expense recorded by the Company is determined on the date of grant. Expected volatility is based on historical equity volatility of our stock-based on 50% of historical and 50% of implied volatility weighting commensurate with the expected term of the PRSU. The expected volatility considers factors such as the historical volatility of our share price and our peer group companies, implied volatility of our share price, length of time our shares have been publicly traded, and split- and dividend-adjusted closing stock prices.

 

In 2025, we granted 444,389 PRSUs (“Target Level”) which have a performance period of the three-year period from January 1, 2025 to December 31, 2025 and a single three-year achievement period for the same time period. In 2024, we granted 308,412 PRSUs which have a performance period of the three-year period from January 1, 2024 to December 31, 2026 and a single three-year achievement period for the same time period. In 2023, we granted 260,762 PRSUs (“Target Level”) which have a performance period of the three-year period from January 1, 2023 to December 31, 2025 and a single three-year achievement period for the same time period. 

 

The weighted average assumptions for the PRSUs granted in 2025, 2024 and 2023 were as follows:

 

		2025				2024				2023
Total expected term (in years)			2.80				2.86				2.85
Expected volatility			51.5	%			58.0	%			65.7	%
Risk-free interest rate			4.08	%			4.53	%			4.56	%
Correlation range			42.5% to 70.8%				42.7% to 70.4%				48.7% to 76.2%

 

In the event of death or disability, the restrictions related to forfeiture as defined in the performance awards agreement will lapse with respect to 100% of the PRSUs at the target level effective on the date of such event. In the event of involuntary termination except for cause, the Company may enter into a special vesting agreement with the executive under which the restrictions for forfeiture will not lapse upon such termination. In the event of a termination for any other reason prior to the end of the Performance Period, all PRSUs will be forfeited.

 

Stock-based compensation expense related to PRSUs was $7.7 million, $7.4 million and $5.0 million, respectively, for the years ended December 31, 2025, 2024 and 2023. The total fair value of PRSUs vested during the years ended December 31, 2025, 2024 and 2023, was $8.0 million, $0.8 million and $0.5 million respectively. As of December 31, 2025, unrecognized stock compensation expense relating to PRSUs totaled approximately $8.3 million, which will be expensed over a weighted average period of 1.2 years.

 

The following is a summary of PRSU information and weighted-average grant-date fair values for Expro’s PRSUs:

 

		Number				Weighted Average
		of				Grant Date
		Shares				Fair Value
Non-vested at December 31, 2022			386,512			$	24.00
Granted			260,762				33.03
Vested			(18,222	)			26.63
Forfeited			(14,471	)			20.55
Non-vested at December 31, 2023			614,581				27.83
Granted			308,412				26.00
Vested			(24,583	)			31.22
Non-vested at December 31, 2024			898,410				27.11
Granted			444,389				16.63
Vested			(343,707	)			23.34
Forfeited			(34,158	)			17.85
Non-vested at December 31, 2025			964,934			$	23.96

 

Employee Stock Purchase Plan

 

As of July 1, 2023, the Expro Group Holdings N.V. 2023 Employee Stock Purchase Program (“ESPP”) was effective. Under the ESPP eligible employees have the right to purchase shares of common stock at the lesser of (i) 85% of the last reported sale price of our common stock on the last trading date immediately preceding the first day of the option period, or (ii) 85% of the last reported sale price of our common stock on the last trading date immediately preceding the last day of the option period. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. We have reserved 5.0 million shares of our common stock for issuance under the ESPP; of which 4.6 million shares were available for issuance as of December 31, 2025. Effective  July 1, 2024, the Sharesave Scheme (UK) was established as a sub-plan under the authority of Expro Group Holdings N.V. 2023 Employee Stock Purchase Program taking into account local taxation laws. 

 

For the years ended December 31, 2025, 2024 and 2023, we recognized $1.2 million, $0.7 million and $0.4 million of compensation expense related to stock purchased under the ESPP, respectively.