Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended March 31, 2026
OR
☐ Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from ______ to ______
Commission file number: 001-36053
EXPRO GROUP HOLDINGS N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
98-1107145
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
1311 Broadfield Boulevard, Suite 400
Houston, Texas
77084
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (713) 463-9776
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, €0.06 nominal value
XPRO
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
☐
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of April 28, 2026, there were 113,395,283 shares of common stock, €0.06 nominal value per share, outstanding.
Page
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2026 and 2025
1
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) for the Three Months Ended March 31, 2026 and 2025
2
Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025
3
4
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Three Months Ended March 31, 2026 and 2025
5
Notes to the Unaudited Condensed Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
24
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
41
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
Legal Proceedings
42
Item 1A.
Risk Factors
Other Information
Item 6.
Exhibits
43
Signatures
44
Item 1. Financial Statements
Expro Group Holdings N.V.
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except share data)
Three Months Ended
March 31, 2026
March 31, 2025
Total revenue
Operating costs and expenses:
Cost of revenue, excluding depreciation and amortization expense
General and administrative expense, excluding depreciation and amortization expense
Depreciation and amortization expense
Merger and integration expense
Severance and other expense
Total operating cost and expenses
Operating income
Other income, net
Interest and finance expense, net
Income before taxes and equity in income of joint ventures
Equity in income of joint ventures
Income before income taxes
Income tax (expense) benefit
Net (loss) income
(Loss) earnings per common share:
Basic
Diluted
Weighted average common shares outstanding:
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)
(in thousands)
Three Months Ended March 31,
2026
2025
Other comprehensive loss:
Amortization of prior service credit
Other comprehensive loss
Comprehensive (loss) income
Condensed Consolidated Balance Sheets (Unaudited)
March 31,
December 31,
Assets:
Current assets
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Inventories
Income tax receivables
Other current assets
Total current assets
Property, plant and equipment, net
Investments in joint ventures
Intangible assets, net
Goodwill
Operating lease right-of-use assets
Non-current accounts receivable, net
Post-retirement benefits
Other non-current assets
Total assets
Liabilities and stockholders’ equity:
Current liabilities
Accounts payable and accrued liabilities
Income tax liabilities
Finance lease liabilities
Operating lease liabilities
Other current liabilities
Total current liabilities
Long-term borrowings
Deferred tax liabilities, net
Non-current finance lease liabilities
Non-current operating lease liabilities
Uncertain tax positions
Other non-current liabilities
Total liabilities
Commitments and contingencies (Note 17)
Stockholders’ equity:
Common stock, €0.06 nominal value, 200,000 shares authorized, 122,589 and 122,384 shares issued
Treasury stock (at cost) 9,198 and 8,823 shares
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
Condensed Consolidated Statements of Cash Flows (Unaudited)
Cash flows from operating activities:
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Stock-based compensation expense
Elimination of unrealized loss on sales to joint ventures
Deferred taxes
Unrealized foreign exchange loss (gain)
Changes in assets and liabilities:
Other assets
Other liabilities
Income taxes, net
Dividends received from joint ventures
Other
Net cash provided by operating activities
Cash flows from investing activities:
Capital expenditures
Net cash used in investing activities
Cash flows from financing activities:
Cash pledged for collateral deposits, net
Repurchase of common stock
Payment of withholding taxes on stock-based compensation plans
Repayment of financed insurance premium
Repayments of finance leases
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net decrease to cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at beginning of period
Cash and cash equivalents and restricted cash at end of period
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
Three Months Ended March 31, 2025
Accumulated
Additional
other
Total
Common
Treasury
paid-in
comprehensive
stockholders’
stock
Stock
capital
income
deficit
equity
Balance at January 1, 2025
Net Income
Common shares issued upon vesting of share-based awards
Treasury shares withheld
Acquisition of common stock
Balance at March 31, 2025
Three Months Ended March 31, 2026
Balance at January 1, 2026
Net loss
Common stock issued upon vesting of share-based awards
Treasury stock issued upon vesting of share-based awards
Balance at March 31, 2026
1.
Business description
With roots dating to 1938, Expro Group Holdings N.V. (the “Company,” “Expro,” “we,” “our” or “us”) is a global provider of energy services with operations in over 60 countries. The Company’s portfolio of capabilities includes products and services related to well construction, well flow management, subsea well access, and well intervention and integrity. The Company’s portfolio of products and services enhance production and improve recovery across the well lifecycle, from exploration through abandonment.
On October 30, 2025, the Company’s Board of Directors (the “Board”) approved a new stock repurchase program, pursuant to which the Company is authorized to acquire up to $100.0 million of its outstanding common stock from October 30, 2025 through December 31, 2026 (the “Stock Repurchase Program”). Under the Stock Repurchase Program, the Company may repurchase shares of the Company’s common stock in open market purchases, in privately negotiated transactions or otherwise. The Stock Repurchase Program will continue to be utilized at management’s discretion and in accordance with federal securities laws. The timing and actual numbers of shares repurchased will depend on a variety of factors including price, corporate requirements and the constraints specified in the Stock Repurchase Program, along with general business and market conditions. The Stock Repurchase Program does not obligate the Company to repurchase any particular amount of common stock, and it could be modified, suspended or discontinued at any time. During the three months ended March 31, 2026, the Company repurchased approximately 1.2 million shares at an average price of $16.52 per share, for a total cost of approximately $20.0 million. During the three months ended March 31, 2025, the Company repurchased approximately 1.0 million shares at an average price of $10.08 per share, for a total cost of approximately $10.0 million.
On April 1, 2026, the Company announced that its Board of Directors has unanimously approved a plan to change its corporate domicile from the Netherlands to the Cayman Islands (the "Proposed Redomicile"). Subject to shareholder approval, the Proposed Redomicile will be effected through a series of transactions, including a cross-border legal merger whereby Expro Group Holdings N.V. will merge with and into its subsidiary, Expro Luxembourg S.A., followed as soon as practicable thereafter by a merger of Expro Luxembourg S.A. with and into Expro Ltd ("Expro Cayman"), a newly-formed Cayman Islands exempted company. The transaction date is planned to be effective retrospectively on January 1, 2026.
Upon completion of these transactions, Expro Cayman will become the new parent company of the Expro group. Each outstanding share of common stock of Expro Group Holdings N.V. ("Expro Common Stock") will be automatically converted into one ordinary share of Expro Cayman ("Expro Cayman Ordinary Shares"). Expro Common Stock is expected to continue trading on the New York Stock Exchange ("NYSE") up to and including the effective date. Following completion, the Expro Cayman Ordinary Shares are expected to be listed on the NYSE, continuing under the existing ticker symbol "XPRO". The Proposed Redomicile is designed to ensure the Company's shares will trade uninterrupted.
The Proposed Redomicile is subject to conditions, including approval by the Company's shareholders. The shareholder vote is expected to be conducted at the Company’s 2026 annual meeting of shareholders, which is anticipated to occur in June 2026.
2.
Basis of presentation and significant accounting policies
Basis of presentation
The unaudited condensed consolidated financial statements reflect the accounts of the Company and its subsidiaries. All intercompany balances and transactions, including unrealized profits arising from them, have been eliminated for purposes of preparing these unaudited condensed consolidated financial statements. Investments in which we do not have a controlling interest, but over which we do exercise significant influence, are accounted for under the equity method of accounting.
The accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim consolidated financial information. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, included in our most recent Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 19, 2026 (the “Annual Report”).
In the opinion of management, these unaudited condensed consolidated financial statements, which are prepared in accordance with the rules of the SEC and U.S. GAAP for interim financial reporting, included herein contain all adjustments necessary to present fairly our financial position as of March 31, 2026, the results of our operations for the three months ended March 31, 2026 and 2025 and our cash flows for the three months ended March 31, 2026 and 2025. Such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or for any other period.
The unaudited condensed consolidated financial statements have been prepared on an historical cost basis using the United States dollar (“$” or “U.S. dollar”) as the reporting currency.
Significant accounting policies
Refer to Note 2 “Basis of presentation and significant accounting policies” of our consolidated financial statements as of and for the year ended December 31, 2025, which are included in our most recent Annual Report for a discussion of our significant accounting policies. There have been no material changes in our significant accounting policies as compared to the significant accounting policies described in our consolidated financial statements as of and for the year ended December 31, 2025.
Recent accounting pronouncements
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) generally in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification.
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense” (“ASU 2024-03”), which is intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. This ASU requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively. The amendments in ASU 2024-03 are effective for the Company for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our disclosures.
All other recently issued ASUs were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position, results of operations and cash flows.
3.
Business combinations and dispositions
On May 15, 2024 (“Coretrax Closing Date”), CTL UK Holdco Limited, a company incorporated and registered in England and Wales (“Coretrax”), was acquired (the “Coretrax Acquisition”), by our wholly owned subsidiary, Expro Holdings UK 3 Limited with an effective date of May 1, 2024. The acquisition will enable Expro to expand its portfolio of cost-effective, technology-enabled Well Construction and Well Intervention & Integrity solutions.
We estimated the fair value of consideration for the Coretrax Acquisition to be $186.7 million, including cash consideration of $31.3 million, net of cash received, equity consideration of $142.8 million, and contingent consideration of $3.3 million, subject to a true-up for customary working capital adjustments.
The contingent consideration arrangement required the Company to pay the former owners of Coretrax additional consideration based on Expro’s stock price and foreign exchange rate movement during a period of up to 150 days following the Coretrax Closing Date. The fair value of the contingent consideration arrangement of $3.3 million was estimated based on a Monte Carlo valuation model which used the historic performance of Expro’s stock price and the GBP to USD exchange rate and was reflected in “Other current liabilities” on the unaudited condensed consolidated balance sheet. That measure was based on significant inputs that are not observable in the market, referred to as Level 3 inputs in accordance with ASC 820. To the extent our estimates and assumptions changed during the measurement period and such changes were based on facts and circumstances that existed as of the Coretrax Closing Date, an adjustment to the contingent consideration liability was recorded with an offsetting adjustment to goodwill. To the extent our estimates and assumptions changed based on facts and circumstances subsequent to the Coretrax Closing Date or after the measurement period, an adjustment to the contingent consideration liability was recorded with an offsetting adjustment to earnings during the applicable period.
In July 2024, the Company entered into a Deed of Amendment to the Stock Purchase Agreement with the sellers party thereto (the “Sellers”), pursuant to which, among other things, (i) all obligations relating to the true up payments and completion statement under the Stock Purchase Agreement were released and (ii) the escrow agent was instructed to (A) sell a sufficient number of escrow shares on behalf of the Sellers to generate proceeds of $8.0 million, (B) transfer such proceeds to the Company and (C) transfer the remaining escrow shares to the Sellers. Based on the final calculation of the contingent consideration arrangement, the Company recognized $7.5 million as the settlement of the contingent consideration arrangement and the remaining $0.5 million was a reduction to the consideration transferred related to customary working capital adjustments.
The Coretrax Acquisition is accounted for as a business combination and Expro has been identified as the acquirer for accounting purposes. As a result, the Company has in accordance with ASC 805, Business Combinations, applied the acquisition method of accounting to account for Coretrax’s assets acquired and liabilities assumed.
The following table sets forth the allocation of the Coretrax Acquisition consideration exchanged to the fair value of identifiable tangible and intangible assets acquired and liabilities assumed as of the Coretrax Closing Date, with the recording of goodwill for the excess of the consideration transferred over the net aggregate fair value of the identifiable assets acquired and liabilities assumed (in thousands):
Initial allocation of the consideration
Measurement period adjustments
Final allocation of the consideration
Accounts receivables, net
Property, plant and equipment
Intangible assets
Current tax liabilities
Non-current tax liabilities
Deferred tax liabilities
Fair value of net assets acquired
The preliminary valuation of the assets acquired and liabilities assumed, including other liabilities, in the Coretrax Acquisition initially resulted in a goodwill of $95.8 million. During April 2025, the Company finalized the valuation and recorded measurement period adjustments to its preliminary estimates due to additional information received primarily related to customary purchase price adjustments. The measurement period adjustments resulted in an increase in goodwill of $4.2 million, for final total goodwill associated with the Coretrax Acquisition of $100.0 million.
The intangible assets will be amortized on a straight-line basis over an estimated 1 to 15 years life. We expect annual amortization to be approximately $8.9 million associated with these intangible assets. An associated deferred tax liability has been recorded for these intangible assets. Refer to Note 14 “Intangible assets, net” for additional information regarding the various acquired intangible assets.
The goodwill related to the Coretrax Acquisition consists largely of the synergies and economies of scale expected from the acquired technology and customer relationships and contracts. The goodwill is not subject to amortization but will be evaluated at least annually for impairment or more frequently if impairment indicators are present.
On May 4, 2026, Expro announced that it had agreed to acquire Norway-based Enhanced Drilling (“Enhanced Well Technologies Group AS”), a technology leader in managed pressure drilling (“MPD”) solutions. The Headline Price as defined in the agreement is approximately 2 billion NOK or $215.0 million, subject to customary purchase price adjustments. The consideration to be paid at closing includes cash on hand and borrowings under the revolving credit facility.
4.
Fair value measurements
Recurring Basis
A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of March 31, 2026 and December 31, 2025, were as follows (in thousands):
Level 1
Level 2
Level 3
Liabilities:
Contingent consideration
December 31, 2025
We have certain contingent consideration assets and liabilities related to acquisitions which are measured at fair value using Level 3 inputs. The amount of contingent consideration due from or due to the sellers is based on the achievement of agreed-upon financial performance metrics by the acquired company, as determined by the terms of the contingent consideration agreements with the sellers of each acquired company. We record a liability at the time of the acquisition based on the present value of management’s best estimates of the future results of the acquired companies compared to the agreed-upon metrics. After the date of acquisition, we update the original valuation to reflect the passage of time and current projections of future results of the acquired companies. Accretion of, and changes in the valuations of, contingent consideration are reported on the condensed consolidated statement of operations within “Severance and other expense.”
5.
Business segment reporting
Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s Chief Operating Decision Maker (“CODM”), which is our chief executive officer (“CEO”), in deciding how to allocate resources and assess performance. Our operations are comprised of four operating segments which also represent our reportable segments and are aligned with our geographic regions as below:
•
North and Latin America (“NLA”),
Europe and Sub-Saharan Africa (“ESSA”),
Middle East and North Africa (“MENA”), and
Asia-Pacific (“APAC”).
Each reportable segment provides products and services in well construction, well flow management, subsea well access and well intervention and integrity to operators within their respective geographic regions. The reportable segments are separately managed business units consistent with the way our CODM manages the business. Activity in each region may vary and may not be responsive to changes in the broader global oil and gas market, and demand for our various offerings will generally benefit all product lines in that region. Assets used in support of our operations can in many instances be moved from country to country within a region, with relative ease as compared to moving between regions, in order to address demand.
The accounting policies of the segments are the same as those described in Note 2 “Basis of presentation and significant accounting policies.”
Our CODM regularly evaluates the performance of our operating segments using Segment EBITDA, which we define as income (loss) before income taxes adjusted for corporate costs, equity in income of joint ventures, depreciation and amortization expense, impairment expense, severance and other expense, gain (loss) on disposal of assets, foreign exchange (gains) losses, merger and integration expense, other income (expenses), net, interest and finance expense, net and stock-based compensation expense.
The CODM uses Segment EBITDA to allocate resources (including employees, property and capital resources) to each segment predominantly in the annual budget and forecasting process. Our CODM assesses the performance using Segment EBITDA to compare the results of each segment with one another and considers budget-to-actual variances on a monthly basis. Our CODM also uses Segment EBITDA to evaluate product pricing and determine the compensation of certain employees.
The following tables present our revenue, significant segment expenses and Segment EBITDA disaggregated by our operating segments and reconciliation to income before income taxes (in thousands):
NLA
ESSA
MENA
APAC
Consolidated
Revenue
Compensation and related cost
Cost of product, materials, and supplies
Other (1)
Total Segment EBITDA
Corporate costs (2)
Foreign exchange loss
Other expense, net
(1)
Other segment expenses consists primarily of facilities, sales and purchase tax, motor vehicles, insurance, professional and other costs.
(2)
Corporate costs include the costs of running our corporate head office and other central functions that support the operating segments but are not attributable to a particular operating segment, including central product line management, research, engineering and development, logistics, sales and marketing and health and safety.
The following table presents total assets by geographic region and assets held centrally. Assets held centrally includes certain property plant and equipment, investments in joint ventures, collateral deposits, income tax related balances, corporate cash and cash equivalents, accounts receivable and other current and non-current assets, which are not included in the measure of segment assets reviewed by the CODM:
Assets held centrally
The following table presents our capital expenditures disaggregated by our operating segments (in thousands):
6.
Disaggregation of revenue
We disaggregate our revenue from contracts with customers by geography, as disclosed in Note 5 “Business segment reporting,” as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Additionally, we disaggregate our revenue into main areas of capabilities.
The following table sets forth the total amount of revenue by main area of capabilities as follows (in thousands):
Well construction
Well management
Contract balances
We perform our obligations under contracts with our customers by transferring services and products in exchange for consideration. The timing of our performance often differs from the timing of our customer’s payment, which results in the recognition of unbilled receivables and deferred revenue.
Unbilled receivables are initially recognized for revenue earned on completion of the performance obligation which are not yet invoiced to the customer. The amounts recognized as unbilled receivables are reclassified to trade receivable upon billing. Deferred revenue represents the Company’s obligation to transfer goods or services to customers for which the Company has received consideration, in full or part, from the customer.
Contract balances consisted of the following as of March 31, 2026, and December 31, 2025 (in thousands):
Trade receivable, net (included within accounts receivable, net)
Unbilled receivables (included within accounts receivable, net)
Contract assets (included within accounts receivable, net)
Deferred revenue (included within other liabilities)
Contract assets include unbilled amounts resulting from sales under our long-term construction-type contracts when revenue recognized exceeds the amount billed to the customer and right to payment is conditional or subject to completing a milestone, such as a phase of the project. Contract assets are not considered a significant financing component, as they are intended to protect the customer in the event that we do not perform our obligations under the contract. Contract assets are generally classified as current, as it is very unusual for us to have contract assets with a term of greater than one year. Our contract assets are reported in a net position on a contract-by-contract basis at the end of each reporting period.
The Company recognized revenue of $2.3 million and $1.2 million during the three months ended March 31, 2026 and 2025, respectively, out of the deferred revenue balance as of the beginning of the applicable period.
As of March 31, 2026, $20.9 million of our deferred revenue was classified as current and is included in “Other current liabilities” on the unaudited condensed consolidated balance sheets, with the remainder classified as non-current and included in “Other non-current liabilities” on the unaudited condensed consolidated balance sheets.
Transaction price allocated to remaining performance obligations
Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. We have elected the practical expedient permitting the exclusion of disclosing remaining performance obligations for contracts that have an original expected duration of one year or less and for our long-term contracts we have a right to consideration from customers in an amount that corresponds directly with the value to the customer of the performance completed to date. With respect to our long-term construction contracts, revenue allocated to remaining performance obligations is immaterial as of March 31, 2026.
7.
Income taxes
For interim financial reporting, the annual tax rate is based on pre-tax income (loss) before equity in income of joint ventures. We have historically calculated the income tax expense/(benefit) during interim reporting periods by applying a full year estimated Annual Effective Tax Rate (“AETR”) to income (loss) before income taxes, excluding infrequent or unusual discrete items, for the reporting period. For the three months ended March 31, 2026, we concluded, consistent with prior periods, that using an AETR would not provide a reliable estimate of income taxes due to the forecasting methodology used to project income (loss) before income taxes, resulting in significant changes in the estimated AETR. Thus, we concluded to use a discrete effective tax rate, which treats the year-to-date period as an annual period, to calculate income taxes for the three months ended March 31, 2026.
Our effective tax rates was 318.5% for the three months ended March 31, 2026, and was (20.1% for the three months ended March 31, 2025.
Our effective tax rate was driven primarily by the mix of taxable income between jurisdictions with different tax regimes, in particular in our MENA and ESSA regions and jurisdictions subject to deemed profit taxes. The initial recognition of deferred taxes related to the Coretrax Acquisition reduced our effective tax rate in the first quarter of 2025 and was not repeated in the first quarter of 2026.
Impact of the One Big Beautiful Bill Act (OBBBA)
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing various changes to U.S. federal tax law. We did not experience a material impact from the OBBBA for the three months ended March 31, 2026 or the fiscal year ended December 31, 2025.
8.
Investment in joint ventures
We have investments in two joint venture companies, which together provide us access to certain Asian markets that otherwise would be challenging for us to penetrate or develop effectively on our own. COSL-Expro Testing Services (Tianjin) Co. Ltd (“CETS”), in which we have a 50% equity interest, has extensive offshore well testing and completions capabilities and a reputation for providing technology-driven solutions in China. Similarly, PV Drilling Expro International Co. Ltd. (“PVD-Expro”) in which we have a 49% equity interest, offers the full suite of Expro products and services, including well testing and completions, in Vietnam. Both of these are strategic to our activities and offer the full capabilities and technology of Expro, but each company is independently managed.
The carrying value of our investment in joint ventures as of March 31, 2026, and December 31, 2025, was as follows (in thousands):
CETS
PVD-Expro
9.
Accounts receivable, net consisted of the following as of March 31, 2026, and December 31, 2025 (in thousands):
Accounts receivable
Less: Expected credit losses
Current
Non – current
10.
Inventories consisted of the following as of March 31, 2026, and December 31, 2025 (in thousands):
Finished goods
Raw materials, equipment spares and consumables
Work-in-progress
11.
Other assets and liabilities
Other assets consisted of the following as of March 31, 2026, and December 31, 2025 (in thousands):
Prepayments
Value-added tax receivables
Collateral deposits
Deposits
Other liabilities consisted of the following as of March 31, 2026, and December 31, 2025 (in thousands):
Deferred revenue
Other tax and social security
Provisions
Contingent consideration liabilities
End of service benefits
12.
Accounts payable and accrued liabilities consisted of the following as of March 31, 2026, and December 31, 2025 (in thousands):
Accounts payable – trade
Payroll, vacation and other employee benefits
Accruals for goods received not invoiced
Other accrued liabilities
13.
Property, plant and equipment, net consisted of the following as of March 31, 2026, and December 31, 2025 (in thousands):
Cost:
Land
Land improvements
Buildings and lease hold improvements
Plant and equipment
Less: Accumulated depreciation
The carrying amount of our property, plant and equipment recognized in respect of assets held under finance leases as of March 31, 2026 and December 31, 2025 and included in amounts above is as follows (in thousands):
Buildings
Less: Accumulated amortization
Depreciation expense relating to property, plant and equipment, including assets under finance leases, was $32.5 million and $32.6 million for the three months ended March 31, 2026 and 2025, respectively.
14.
The following table summarizes our intangible assets comprising of Customer Relationships & Contracts (“CR&C”), Trademarks, Technology and Software as of March 31, 2026 and December 31, 2025 (in thousands):
Gross carrying amount
Accumulated impairment and amortization
Net book value
Weighted average remaining life (years)
CR&C
Trademarks
Technology
Software
Amortization expense for intangible assets was $12.9 million for the three months ended March 31, 2026, and $12.8 million for the three months ended March 31, 2025, respectively.
The following table summarizes the intangible assets which were acquired pursuant to the Coretrax Acquisition (in thousands):
Acquired Fair Value
Weighted average life (years)
Coretrax:
15.
Our reporting units are our operating segments which are NLA, ESSA, MENA and APAC.
The allocation of goodwill by operating segment as of March 31, 2026 and December 31, 2025 is as follows (in thousands):
The following table summarizes the goodwill by operating segment which were acquired pursuant to the Coretrax Acquisition (in thousands):
Coretrax
No impairment charges related to goodwill have been recorded during the three months ended March 31, 2026.
16.
Interest bearing loans
New Credit Facility
On July 23, 2025, the Company and certain subsidiaries entered into a new senior secured credit facility (the “New Credit Facility”) with DNB Bank ASA, London Branch, as agent, and other lenders, in an aggregate principal amount of up to $500.0 million. This includes a $400.0 million revolving credit facility and a $100.0 million 364-day term bridge loan. The facility matures on July 30, 2029, and replaces the Company’s previous credit agreement dated October 1, 2021, as amended on October 6, 2023 (the “Prior Facility Agreement”).
Proceeds from the revolving facility may be used for general corporate purposes, and proceeds from the bridge facility may be used for acquisitions, capital expenditures related to acquisitions, and related expenses.
The facility is jointly and severally guaranteed by certain subsidiaries and secured by first-priority liens on equity interests, operating accounts, and other assets, subject to customary exceptions. The guarantors must represent at least 80% of consolidated EBITDA and include subsidiaries individually contributing 5.0% or more of EBITDA.
Borrowings bear interest at a floating rate (subject to a 0.00% floor) plus a net leverage-linked margin ranging from 2.00% to 3.25%, or 2.75% for bridge loans. Utilization fees of up to 0.40% apply depending on usage levels, and unused commitments are subject to a commitment fee equal to 35% of the applicable margin.
The agreement includes customary affirmative and negative covenants, including limitations on asset sales, indebtedness, investments, distributions, and affiliate transactions. Financial covenants require a minimum interest coverage ratio of 3.5x and a total net leverage ratio cap of 2.75x, tested quarterly. Events of default include payment defaults, covenant breaches, misrepresentations, insolvency events, and revocation of guarantees. The agreement also contains cross-default provisions and requires prepayment in certain events such as asset sales, change of control, or illegality. We are in compliance with all our debt covenants as of March 31, 2026
As of March 31, 2026, we had $79.1 million of long-term borrowings outstanding under the New Credit Facility. The effective interest rate on our outstanding long-term borrowings was 8.9%. As of December 31, 2025, we had $79.1 million of long-term borrowings outstanding under the New Credit Facility, with effective interest rate of 7.5%. We utilized $74.4 million and $67.5 million of the New Credit Facility as of March 31, 2026 and December 31, 2025 respectively, for bonds and guarantees.
17.
Commitments and contingencies
Commercial Commitments
During the normal course of business, we enter into commercial commitments in the form of letters of credit and bank guarantees to provide financial and performance assurance to third parties. We entered into contractual commitments for the acquisition of property, plant and equipment totaling $56.8 million and $52.0 million as of March 31, 2026 and December 31, 2025, respectively.
Contingencies
Certain conditions may exist as of the date our unaudited condensed consolidated financial statements are issued that may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, our management, with input from legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates it is probable a material loss has been incurred and the amount of liability can be reasonably estimated, then the estimated liability would be accrued in our unaudited condensed consolidated financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of March 31, 2026 and December 31, 2025. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows.
18.
Amounts recognized in the unaudited condensed consolidated statements of operations in respect of the defined benefit schemes were as follows (in thousands):
Interest cost
Expected return on plan assets
The Company contributed $1.5 million and $1.4 million for the three months ended March 31, 2026 and 2025, respectively, to defined benefit schemes.
Amortization of prior service credit, interest cost and expected return on plan assets have been recognized in “Other income, net” in the unaudited condensed consolidated statements of operations.
19.
Earnings per share
Basic earnings per share attributable to Company stockholders is calculated by dividing net income attributable to the Company by the weighted-average number of common shares outstanding for the period. Diluted earnings per share attributable to Company stockholders is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued. We apply the treasury stock method to determine the dilutive weighted average common shares represented by unvested restricted stock units, stock options and Employee Stock Purchase Program (“ESPP”) shares.
The calculation of basic and diluted earnings per share attributable to Company stockholders for the three months ended March 31, 2026 and 2025, respectively, are as follows (in thousands):
Basic weighted average number of shares outstanding
Effect of dilutive securities:
Unvested restricted stock units
ESPP shares
Diluted weighted average number of shares outstanding
Total basic earnings per share
Total diluted earnings per share
For the three months ended March 31, 2026, approximately 7.6 million outstanding equity awards were excluded from the computation of diluted loss per share as the effect would be anti-dilutive. For the three months ended March 31, 2025, approximately 2.0 million outstanding equity awards were excluded because the exercise price exceeded the average market price of the Company's common stock.
20.
Related party disclosures
Our related parties consist primarily of CETS and PVD-Expro, the two companies in which we exert significant influence. During the three months ended March 31, 2026 and 2025, goods and services provided to related parties was $0.7 million and $0.3 million, respectively. During the three months ended March 31, 2026 and 2025, material goods and services received from related parties was immaterial for both periods.
Additionally, we entered into various operating lease agreements to lease facilities with affiliated companies. Rent expense associated with our related party leases was immaterial for both the three months ended March 31, 2026and 2025.
Further, we received dividends from CETS totaling $4.6 million during the three months ended March 31, 2026 and no dividends from CETS during the three months ended March 31, 2025.
As of March 31, 2026 and December 31, 2025 amounts receivable from related parties were $2.0 million and $0.9 million, respectively, and amounts payable to related parties were immaterial for both periods.
21.
Stock-based compensation
Stock-based compensation expense relating to the Long-Term Incentive Plan (“LTIP”), including restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”) for the three months ended March 31, 2026 was $6.8 million. Stock-based compensation expense relating to LTIP RSUs and PRSUs for the three months ended March 31, 2025 was $6.6 million.
During the three months ended March 31, 2026, 1,252,730 RSUs and 366,711 PRSUs were granted to employees and directors at a weighted average grant date fair value of $16.91 per RSU and $22.72 per PRSU.
During the three months ended March 31, 2026 and 2025, we recognized $0.4 million & $0.4 million, respectively, of compensation expense related to stock purchased under the ESPP and its sub-plans.
22.
Supplemental cash flow
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net of refunds
Cash paid for interest, net
Change in accounts payable and accrued expenses related to capital expenditures
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Form 10-Q and the audited consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report.
This section contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations, and involve risks and uncertainties. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements because of various factors, including those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” of this Form 10-Q and our Annual Report.
Overview of Business
Working for clients across the entire well life cycle, we are a leading provider of energy services, offering cost-effective, innovative solutions and what we consider to be best-in-class safety and service quality. With roots dating to 1938, we have approximately 7,000 employees and provide services and solutions to leading exploration and production companies in both onshore and offshore environments in over 60 countries. Our extensive portfolio of capabilities spans well construction, well flow management, subsea well access, and well intervention and integrity solutions.
Well Construction
Our well construction products and services support customers’ new wellbore drilling, wellbore completion and recompletion, and wellbore plug and abandonment requirements. We offer advanced technology solutions in tubular running services, tubular products, cementing, drilling and wellbore cleanup. With a focus on innovation, we are continuing to advance the way wells are constructed by optimizing process efficiency on the rig floor, developing new methods to handle and install tubulars, and mitigating well integrity risks. We believe we are a market leader in deepwater tubular running services and solutions. In recent years, we have added a range of lower-risk, open water cementing solutions. We also offer a range of performance drilling tools designed to mitigate risk and optimize drilling efficiency, including proprietary downhole circulation tools and hydraulic pipe recovery systems.
Well Management
We operate a global business and have a diverse and relatively stable customer base that is comprised of national oil companies (“NOC”), international oil companies (“IOC”), independent exploration and production companies (“Independents”) and service partners. We have strong relationships with a number of the world’s largest NOCs and IOCs, some of which have been our customers for decades. We are dedicated to safely and sustainably delivering maximum value to our customers.
We organize and manage our operations on a geographical basis. Our reporting structure and the key financial information used by our management team is organized around our four operating segments: (i) North and Latin America (“NLA”), (ii) Europe and Sub-Saharan Africa (“ESSA”), (iii) Middle East and North Africa (“MENA”) and (iv) Asia-Pacific (“APAC”).
How We Generate Our Revenue
Our revenue is derived primarily from providing services in well construction, well flow management, subsea well access and well intervention and integrity to operators globally. Our revenue includes equipment service charges, personnel charges, run charges and consumables. Some of our contracts allow us to charge for additional deliverables, such as the costs of mobilization of people and equipment and customer specific engineering costs associated with a project. We also procure products and services on behalf of our customers that are provided by third parties for which we are reimbursed with a mark-up or in connection with an integrated services contract. We also design, manufacture and sell equipment, which is typically done in connection with a related operations and maintenance arrangement with a particular customer. In addition, we also generate revenue from the sale of certain well construction products.
Commodity Prices and Market Conditions
Commodity Prices
According to the Energy Information Administration (“EIA”), average daily oil demand declined by 1.1 million b/d in the first quarter of 2026 compared with the previous quarter. Demand was also modestly lower – by 0.4 million b/d – compared to the full-year 2025 average, although, consumption remained higher than levels recorded in the first quarter of 2025. Global liquids demand is expected to grow by 0.6 million b/d in 2026 compared with 2025, with a further increase of 1.6 million b/d anticipated in 2027.
Brent crude prices rose sharply during the quarter following the onset of military action in the Middle East at the end of February. The resultant effective closure of the Strait of Hormuz, a critical petroleum export route, and the subsequent production shut-ins drove a rapid tightening of supply. Brent averaged $67/bbl in January before rising to an average of $103/bbl in March, with daily prices spiking near $128/bbl on April 2. This volatility was further evidenced following the April 7 ceasefire announcement, when Brent price dropped back below $100/bbl. The U.S. subsequently announced a blockade of Iranian ports and Brent prices have increased back to approximately $100/bbl and remain volatile.
Market Conditions
Prior to the outbreak of conflict in the Middle East, the global oil market in 2026 had been expected to remain oversupplied, with inventories building and prices declining steadily. The onset of hostilities has rapidly altered these dynamics. Significant volumes of production across the region have been shut-in, creating near-term market tightness and heightened price volatility. Although a two-week ceasefire was announced on April 7, disruptions to global oil markets are expected to persist through 2026. The resumption of production and the clearance of backlogs through the Strait of Hormuz will take time, and ongoing geopolitical uncertainty continues to support elevated prices. Against this backdrop, hydrocarbon demand continues to grow in the near to medium term, while energy security remains a key strategic priority for governments and operators, supporting continued investment across the industry. Over the longer term, geopolitical disruption events such as the current Middle East crisis could result in structural shifts towards greater energy independence and diversification of supply, although such transitions are expected to evolve gradually given the continued central role of hydrocarbons in the global energy system.
There are a number of market factors that have had, and may continue to have, an effect on our business, including:
Outlook
The EIA states global liquids demand in 2026 is expected to average 104.6 million b/d, representing growth of 0.6 million b/d year-on-year. This is a downward revision from earlier expectations of 1.2 million b/d of growth. The revision reflects government-led fuel conservation initiatives, fuel shortages, and reduced refined product exports, particularly in Asia, which is more dependent on Middle Eastern supply. Demand is expected to rebound in 2027 as supply flows normalize later in 2026, with consumption forecast to rise by 1.6 million b/d to an average of 106.2 million b/d.
The EIA forecasts global liquids production to average 104.3 million b/d in 2026, down 2.0 million b/d from 2025. The decline reflects ongoing constraints on movements through the Strait of Hormuz, with the impact of the negotiated two-week ceasefire yet to be fully established. In March, Iraq, Saudi Arabia, Kuwait, the UAE, Qatar and Bahrain collectively shut in an estimated 7.5 million b/d of crude oil production, with shut-ins expected to rise to 9.1 million b/d in April. The EIA’s base case assumes the conflict does not persist beyond April, with traffic through the Strait gradually resuming thereafter. Under this assumption, shut-ins are forecast to fall to 6.7 million b/d in May and return close to pre-conflict levels by late 2026. Earlier assumptions had anticipated a one-month disruption to oil flows, peaking in March, with sufficient market supply keeping Brent below a $100/bbl monthly average if the conflict was resolved quickly. However, the prolonged closure of the Strait has driven sharp inventory drawdowns and higher shut-in volumes, prompting upward revisions to price forecasts. The potential for further escalation, including attacks on energy infrastructure, and uncertainty around the duration of disruptions are expected to sustain a significant risk premium in oil prices. Even once flows through the Strait resume, the normalization of tanker routes and trade flows is likely to be gradual, supporting elevated prices throughout this year and into 2027.
Based on these factors, the EIA expects Brent crude prices to rise from an average of $81/bbl in the first quarter of 2026 to a peak of $115/bbl, before easing to an average of $88/bbl by the fourth quarter. This implies a full-year 2026 average Brent price of $96/bbl.
Following publication of the EIA forecast, a ceasefire was announced on April 7, prompting a near-term easing in oil prices and a rally in equity markets. Brent prices declined by approximately $15/bbl. As a result, Rystad Energy lowered its 2026 average Brent forecast to approximately $87/bbl as the immediate panic premium eased. However, uncertainty remains high, with the U.S. announcing a blockade of Iranian ports and fundamental disagreements unresolved and the ceasefire fragile. Price risk remains skewed to the upside amid continued volatility with prices not expected to return to pre-conflict levels in the near term, as physical market tightness, supply chain disruptions and the gradual normalization of flows through the Strait of Hormuz continue to support a residual risk premium.
While operators remain cautious about committing to long-term investments in a volatile environment, oil prices sustained above the pre-conflict $65/bbl to $70/bbl floor are expected to support continued upstream spending. Investment is driven by both enduring hydrocarbon demand and the increasing emphasis on energy security, providing a supportive demand environment for Expro’s products and services.
In parallel, a supportive oil market and robust international gas prices are expected to drive increased activity, particularly in LNG-linked developments, through 2026. The EIA forecasts Henry Hub prices to average $3.67/MMBtu in 2026, up from $3.53/MMBtu in 2025, before easing slightly to $3.59/MMBtu in 2027. Higher expected prices reflect weather-driven volatility earlier in the year, strong LNG feedgas demand and slower production growth. U.S. gas prices have been largely insulated from Middle East disruptions due to high LNG export utilization, limiting the ability to export incremental volumes in the near term.
Rystad Energy’s March 5 outlook maintained largely unchanged gas price expectations for 2026, but subsequent updates have factored in escalating geopolitical risks. In its March 13 forecast, Rystad raised 2026 price expectations for TTF and Northeast Asian spot markets to $13.50/MMBtu and $14.00/MMBtu, respectively, with intra-year trading reaching around $25.00/MMBtu. The effective closure of the Strait of Hormuz, combined with infrastructure attacks, has resulted in the shutdown of significant LNG production capacity in Qatar and the UAE—equivalent to around 20% of global supply. Rystad’s base case assumes the Strait reopens in April with flows normalizing by May. Despite the relatively modest volume disruption to date, European and Asian gas prices have surged alongside oil prices, as oil-linked fuels remain the primary alternative for Asian buyers. As a result, natural gas continues to present ample opportunity for Expro as operators invest to support long-term energy diversification.
The conflict has reinforced the focus on energy security, accelerating operator interest in supply resilience and geographic diversification—trends expected to shape investment behavior through 2026 and beyond. Capital discipline and selective project sanctioning remain central, with offshore and deepwater developments continuing to offer attractive, lower-risk growth opportunities. These dynamics underpin demand for Expro’s well construction, well flow management and subsea well access services.
At the same time, brownfield optimization remains a growing priority as operators seek to enhance production from existing assets while minimizing capital risk. This creates opportunities across Expro’s well intervention and integrity, production optimization and digital product portfolios.
Overall, Expro expects a balanced 2026, characterized by early-year volatility linked to Middle East disruptions but underpinned by resilient deepwater and LNG-related activity. Activity levels are expected to strengthen in the second half of the year. Expro’s strong offshore and international positioning, combined with its production optimization capabilities, leaves the company well placed to manage near-term uncertainty and benefit from a gradual market recovery through 2026 and beyond.
The following provides an outlook for 2026 by our reporting segments based on data from Spears and Associates Inc:
NLA: Despite the unexpected spike in oil prices that has emerged since the start of fighting in the Persian Gulf, little change is anticipated to operators’ 2026 drilling, completion and production plans as they have been conditioned and incentivized to resist the urge to adjust planned capex in response to short-term price swings. Overall, North American drilling activity (>95% of which is land based) is forecast to hold steady in 2026 to average 561 active rigs, accounting for a total of around 14,700 wells (down 4% from 2025). Completion activity in the region is expected to slow by 3% in 2026, totaling about 11,300 frac jobs for the year. The current trend is expected to remain in place with 2026 seeing gains in the gas-centric rig count, while the oil rig count is projected to fall 8% year-over-year to an average of 408 active units. Central and South American rig activity is projected to increase by 5% compared to 2025, to average 141 active rigs, accounting for a total of almost 1,850 new wells. Onshore drilling in the region is forecast to increase 5% in 2026 to an average of 105 active land rigs drilling 1,625 new wells, while offshore activity is projected to grow by 3%, averaging 36 active rigs totaling over 200 new wells drilled. According to Westwood Energy, approximately 23%, or 15, of the world’s projected 65 high-impact wells are expected to be drilled in South America in 2026, with key activities concentrated in the Suriname-Guyana basin and Brazil’s Santos and Campos basins. E&P activity in the region is characterized by large offshore deepwater plays (Brazil, Guyana, Suriname) and the development of major unconventional shale resources in Argentina. The region is attracting significant investment due to low breakeven prices and large deepwater discoveries comprised of high-quality, low sulfur crude.
ESSA: European drilling activity is expected to drop 4% in 2026 to an average of 93 active rigs accounting for a total of about 725 new wells. Onshore drilling in Europe is forecast to average 69 active rigs, down 3%, accounting for about 460 new wells, while offshore drilling is projected to decline by 8% in 2026, averaging 24 active rigs accounting for about 260 new wells. The European upstream sector is a mature one, concentrated in North Sea (Norway and the UK), Romania and the Netherlands. It is defined by high-cost offshore operations, stringent safety and environmental regulations, and a shift toward energy security and decarbonization. Operations increasingly prioritize capital discipline and extracting value from mature fields instead of aggressive volume growth. Norway continues to see strong investment and exploration dominance, while the UK sector faces more rapid decline and political uncertainty regarding new licenses. In all, new field development is pivoting away from the Noth Sea toward projects in the Black Sea and East Mediterranean. African drilling (including North Africa) is projected to grow by 2% in 2026 compared to 2025 to an average of 126 active rigs, accounting for a total of almost 950 new wells. Onshore drilling is forecast to slip by 2% this year to an average of 106 active land rigs, accounting for about 730 new wells, while offshore activity is projected to jump 33% in 2026, averaging 20 active rigs drilling over 200 new wells. Africa is forecast to lead global high-impact drilling in 2026, with roughly 40% of the world’s planned high-stakes wells, particularly Namibia, West Africa and frontier basins, with 17 to 19 high-impact wells expected to be drilled. African operators account for over 7% of global oil output, while countries in the region contain over 5% of proven global natural gas reserves. Activity is increasing focused on natural gas aimed at both domestic industrialization and exporting to Europe and Asia. However, African oil and gas assets are on average 15 to 20% more expensive to develop and 70 to 80% more carbon-intensive than global averages.
MENA: The forecast assumes the current conflict in the Persian Gulf does not result in extended disruption to oilfield equipment supply chains in the region, however, the forecast was published on March 5, prior to continued escalation in the region and the duration of the crisis poses a major uncertainty to the outlook. Middle Eastern drilling activity is now expected to increase by 3% in 2026 to an average of 520 active rigs accounting for a total of over 3,000 new wells. Onshore drilling in the region is projected to grow by 3% to an average of 438 rigs drilling over 2,750 new wells, while offshore activity is forecast to hold steady at an average of 81 rigs, accounting for almost 270 new wells. It was estimated that at the start of the conflict oilfield equipment manufacturers and service firms in the region has sufficient inventory on hand to sustain drilling activity at its current levels for approximately 2 months, however, it has since been reported many rigs have paused drilling activity given the ongoing risk. Regional operators have been aggressively expanding natural gas production, both for export and to meet rapidly growing demand for power, industry and desalination, while also reducing domestic consumption of crude oil. Led by Qatar, Saudi Arabia, and the UAE, regional gas production is expected to reach 86 to 98 billion cubic feet per day by 2030, though this will likely be impacted by the recent Iranian attacks on energy infrastructure in the region.
APAC: Drilling activity in Asia-Pacific is forecast to average 187 active rigs in 2026, an increase of 4% compared to 2025, accounting for over 2,500 new wells drilled. India, Indonesia and Thailand are the three most active drillers in this geo-market. Onshore drilling in the region is forecast to increase by 3% this year, to an average of 135 active land rigs drilling over 1,700 new wells, while offshore activity is projected to grow by 8% to an average of 53 rigs totaling over 800 new wells. Driven by countries such as Malaysia, Indonesia, Thailand and Vietnam, the Asia-Pacific region is seeing a resurgence in investment from major international players alongside national oil companies. Offshore oil and gas development in Southeast Asia is projected to see an estimated $100 billion in offshore gas investments between 2024 and 2028. Energy security concerns, heightened by the ongoing Middle East conflict and rising demand for gas to power the region’s rapidly growing economies have prompted a number of explorers to focus on recent multi-trillion cubic feet gas discoveries in the regions’ Andaman basin with straddles the offshore areas of Indonesia, Thailand, Myanmar and India.
How We Evaluate Our Operations
We use a number of financial and operational measures to routinely analyze and evaluate the performance of our business, including Revenue and Adjusted EBITDA.
Revenue: We analyze our performance by comparing actual monthly revenue by operating segments and areas of capabilities to our internal projections for each month. Our revenue is primarily derived from well construction, well flow management, subsea well access and well intervention and integrity solutions.
Segment EBITDA: We use Segment EBITDA to assess the performance and compare the results of each segment with one another and consider budget-to-actual variances on a monthly basis. Segment EBITDA excludes non-cash charges and corporate transactions not related to the operating activities of our segments and allows more meaningful analysis of the trends and performance of our segments.
Adjusted EBITDA: We regularly evaluate our financial performance using Adjusted EBITDA. Our management believes Adjusted EBITDA is a useful financial performance measure as it excludes non-cash charges and other transactions not related to our core operating activities and allows more meaningful analysis of the trends and performance of our core operations.
Adjusted EBITDA is a non-GAAP financial measure. Please refer to the section titled “Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial performance measure calculated and presented in accordance with GAAP.
Executive Overview
Three months ended March 31, 2026, compared to three months ended December 31, 2025
Certain highlights of our financial results include:
Revenue for the three months ended March 31, 2026, decreased by $14.6 million, or 3.8%, to $367.6 million, compared to $382.1 million for the three months ended December 31, 2025. The decrease in revenue was a result of lower activity in the MENA, ESSA and NLA segments, marginally offset by stronger performance in APAC. Revenue for our segments is discussed separately below under the heading “Operating Segment Results.”
We reported net loss for the three months ended March 31, 2026, of $1.0 million, a decrease of $6.8 million, or 117.9%, as compared to net income of $5.8 million for the three months ended December 31, 2025. Net loss margin was (0.3)% for the three months ended March 31, 2026 compared to net income margin of 1.5% for the three months ended December 31, 2025. The decrease was primarily reflected by a decrease in Adjusted EBITDA of $25.5 million, partially offset by lower severance and other expense of $6.7 million and lower depreciation and amortization expense of $8.4 million.
Adjusted EBITDA for the three months ended March 31, 2026, decreased by $25.5 million, or 28.8%, to $62.9 million from $88.4 million for the three months ended December 31, 2025. Adjusted EBITDA margin was 17.1% for the three months ended March 31, 2026, down compared to 23.1% for the three months ended December 31, 2025. The decrease in Adjusted EBITDA was primarily due to lower revenue and less favorable activity mix.
Non-GAAP Financial Measures
We include in this Form 10-Q the non-GAAP financial measures Adjusted EBITDA and Adjusted EBITDA margin. We provide reconciliations of net income, the most directly comparable financial performance measure calculated and presented in accordance with GAAP, to Adjusted EBITDA.
Adjusted EBITDA and Adjusted EBITDA margin are used as supplemental financial measures by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others. These non-GAAP financial measures allow our management and others to assess our financial and operating performance as compared to those of other companies in our industry, without regard to the effects of our capital structure, asset base, items outside the control of management and other charges outside the normal course of business.
We define Adjusted EBITDA as net income (loss) adjusted for (a) income tax expense (benefit), (b) depreciation and amortization expense, (c) impairment expense, (d) severance and other expense, net, (e) stock-based compensation expense, (f) merger and integration expense, (g) gain on disposal of assets, (h) other income (expense), net, (i) interest and finance (income) expense, net and (j) foreign exchange (gain) loss. Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of revenues.
Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. As Adjusted EBITDA may be defined differently by other companies in our industry, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for each of the three months presented (in thousands):
Income tax expense (benefits)
Other income, net (1)
Adjusted EBITDA
Net (loss) income margin
Adjusted EBITDA margin
Results of Operations
Operating Segment Results
We evaluate our business segment operating performance using segment revenue and Segment EBITDA, as described in Note 5 “Business segment reporting” in our consolidated financial statements. We believe Segment EBITDA is a useful operating performance measure as it excludes non-cash charges and other transactions not related to our core operating activities and corporate costs, and Segment EBITDA allows management to more meaningfully analyze the trends and performance of our core operations by segment as well as to make decisions regarding the allocation of resources to our segments.
The following table shows revenue by segment and revenue as a percentage of total revenue by segment for the periods presented (in thousands):
Percentage
Total Revenue
The following table shows Segment EBITDA and Segment EBITDA margin by segment and a reconciliation to income before income taxes for the periods presented (in thousands):
Segment EBITDA Margin
Corporate costs (1)
Three months ended March 31, 2026 compared to three months ended December 31, 2025
Revenue for the NLA segment was $128.2 million for the three months ended March 31, 2026, a decrease of $2.1 million, or 1.6%, compared to $130.3 million for the three months ended December 31, 2025. The decrease was primarily driven by lower well flow management revenue in Guyana and reduced well construction revenue in the U.S. and Brazil, partially offset by higher subsea well access revenue in the U.S. and increased well flow management revenue in Mexico.
Segment EBITDA for the NLA segment was $25.9 million, or 20.2% of revenues, during the three months ended March 31, 2026, a decrease of $5.9 million, or 18.4%, compared to $31.8 million, or 24.4%, of revenues during the three months ended December 31, 2025. The decrease in Segment EBITDA and Segment EBITDA margin was primarily attributable to a decrease in revenue and less favorable activity mix.
Revenue for the ESSA segment was $113.9 million for the three months ended March 31, 2026, a decrease of $2.4 million, or 2.1%, compared to $116.3 million for the three months ended December 31, 2025. The decrease in revenue was primarily attributable to lower well flow management revenue in Angola and Bulgaria and lower subsea well access and well construction revenue in Ghana, partially offset by higher well construction revenue in Ivory Coast.
Segment EBITDA for the ESSA segment was $31.5 million, or 27.7% of revenues, for the three months ended March 31, 2026, a decrease of $8.5 million, or 21.3%, compared to $40.0 million, or 34.4% of revenues, for the three months ended December 31, 2025. The decrease in Segment EBITDA and Segment EBITDA margin, was primarily attributable to lower revenue and reduced work on higher margin projects.
Revenue for the MENA segment was $81.7 million for the three months ended March 31, 2026, a decrease of $11.3 million, or 12.2%, compared to $93.0 million for the three months ended December 31, 2025. The decrease in revenue was primarily driven by lower well flow management revenue in Algeria, Saudi Arabia, and Iraq, together with reduced well intervention activity in Qatar due to ongoing conflicts in the Middle East.
Segment EBITDA for the MENA segment was $23.6 million, or 28.9% of revenues, for the three months ended March 31, 2026, a decrease of $12.6 million, or 34.8%, compared to $36.1 million, or 38.8% of revenues, for the three months ended December 31, 2025. The decrease in Segment EBITDA and Segment EBITDA margin is consistent with the decrease in revenue and activity mix.
Revenue for the APAC segment was $43.8 million for the three months ended March 31, 2026, an increase of $1.3 million, or 3.0%, compared to $42.5 million for the three months ended December 31, 2025. The increase in revenue was primarily driven by higher subsea well access activity in Malaysia and increased Coretrax-related activity in Myanmar, partially offset by lower well flow management and subsea well access activity in Australia.
Segment EBITDA for the APAC segment was $7.2 million, or 16.4% of revenues, for the three months ended March 31, 2026, marginal increase of $0.2 million compared to $7.0 million, or 16.4% of revenues, for the three months ended December 31, 2025. The increase in Segment EBITDA is attributable primarily to increase in activity.
Depreciation and amortization expenses for the three months ended March 31, 2026 decreased by $8.4 million or 15.6%, to $45.4 million as compared to $53.8 million for the three months ended December 31, 2025. The decrease was primarily due to non-recurrence of $6.5 million of accelerated depreciation expenses related to subsea well access equipment.
Severance and other expenses was $3.2 million for the three months ended March 31, 2026, as compared to severance and other expenses of $10.0 million for the three months ended December 31, 2025. The decrease in severance and other expenses was primarily attributable to less restructuring activity across all segments.
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Revenue for the NLA segment was $128.2 million for the three months ended March 31, 2026, a decrease of $6.1 million, or 4.5%, compared to $134.3 million for the three months ended March 31, 2025. The decrease was primarily attributable to lower subsea well access and well flow management revenue in the United States. These decreases were partially offset by higher well flow management and well construction activity in Mexico.
Segment EBITDA for the NLA segment was $25.9 million, or 20.2% of revenues, during the three months ended March 31, 2026, a decrease of $4.4 million, or 14.6%, compared to $30.4 million, or 22.6%, of revenues during the three months ended March 31, 2025. The decrease in Segment EBITDA and Segment EBITDA margin was primarily attributable to decrease in revenue and a less favorable activity mix.
Revenue for the ESSA segment was $113.9 million for the three months ended March 31, 2026, slight increase of $1.5 million, or 1.4%, compared to $112.4 million for the three months ended March 31, 2025. The increase in revenue was primarily attributable to higher well construction activity in Angola and higher subsea well access activity in Ghana, partially offset by lower subsea well access revenue in Congo.
Segment EBITDA for the ESSA segment was $31.5 million, or 27.7% of revenues, for the three months ended March 31, 2026, an increase of $2.3 million, or 7.9%, compared to $29.2 million, or 26.0% of revenues, for the three months ended March 31, 2025. The increase in Segment EBITDA and Segment EBITDA margin, was primarily attributable to an increase in activities on higher margin services along with a slight increase in regular activities.
Revenue for the MENA segment was $81.7 million for the three months ended March 31, 2026, a decrease of $11.9 million, or 12.7%, compared to $93.6 million for the three months ended March 31, 2025. The decrease in revenue was primarily attributable to lower Coretrax-related activity in Saudi Arabia, well construction revenue in the United Arab Emirates and well intervention activities in Qatar.
Segment EBITDA for the MENA segment was $23.6 million, or 28.9% of revenues, for the three months ended March 31, 2026, a decrease of $10.6 million, or 31.0%, compared to $34.2 million, or 36.5% of revenues, for the three months ended March 31, 2025. The decrease in Segment EBITDA and Segment EBITDA margin was primarily due to less activities in the region and a less favorable mix.
Revenue for the APAC segment was $43.8 million for the three months ended March 31, 2026, a decrease of $6.9 million, or 13.5%, compared to $50.7 million for the three months ended March 31, 2025. The decrease in revenue was primarily driven by lower well flow management, subsea well access, and Coretrax-related activity in Australia, partially offset by higher Coretrax revenue in Myanmar, increased well construction activity in Brunei, and higher subsea well access revenue in the Philippines.
Segment EBITDA for the APAC segment was $7.2 million, or 16.4% of revenues, for the three months ended March 31, 2026, a decrease of $3.7 million or 33.8% compared to $10.9 million, or 21.4% of revenues, for the three months ended March 31, 2025. The decrease in Segment EBITDA is consistent with the decrease in revenue and decrease in activity on higher margin services.
Severance and other expense for the three months ended March 31, 2026 decreased by $2.9 million, or 47.0%, to $3.2 million as compared to $6.1 million for the three months ended March 31, 2025. The decrease in severance and other expense was primarily attributable to less restructuring activity across all segments.
Corporate costs
Corporate costs for the three months ended March 31, 2026 was $28.5 million as compared to $32.1 million for the three months ended March 31, 2025. The decrease is primarily attributable to cost savings initiatives and other cost reduction measures.
Liquidity and Capital Resources
Liquidity
Our financial objectives include the maintenance of sufficient liquidity, adequate financial resources and financial flexibility to fund our business. As of March 31, 2026, total available liquidity was $517.3 million, including $170.8 million of cash and cash equivalents and restricted cash and $346.5 million available for borrowings under our Facility Agreement (as defined below). Expro believes these amounts, along with cash generated by ongoing operations, will be sufficient to meet future business requirements for the next 12 months and beyond. Our primary sources of liquidity have been cash flows from operations. Our primary uses of capital have been for capital expenditures, acquisitions and repurchases of company stock. We monitor potential capital sources, including equity and debt financing, in order to meet our investment and liquidity requirements.
Our total capital expenditures are estimated to range between $85 million and $95 million for the remaining nine months of 2026. Our total capital expenditures were $25.8 million for the three months ended March 31, 2026, of which approximately 90% were used for the purchase and manufacture of equipment to directly support customer-related activities and approximately 10% for other property, plant and equipment, inclusive of software costs. The actual amount of capital expenditures for the purchase and manufacture of equipment may fluctuate based on market conditions. We continue to focus on preserving and protecting our strong balance sheet, optimizing utilization of our existing assets and, where practical, limiting new capital expenditures.
On October 30, 2025, the Company’s Board of Directors (the “Board”) approved a new stock repurchase program, pursuant to which the Company is authorized to acquire up to $100.0 million of its outstanding common stock from October 30, 2025 through December 31, 2026 (the “Stock Repurchase Program”). Under the Stock Repurchase Program, the Company may repurchase shares of the Company’s common stock in open market purchases, in privately negotiated transactions or otherwise. The Stock Repurchase Program will continue to be utilized at management’s discretion and in accordance with federal securities laws. The timing and actual numbers of shares repurchased will depend on a variety of factors including price, corporate requirements and the constraints specified in the Stock Repurchase Program along with general business and market conditions. The Stock Repurchase Program does not obligate the Company to repurchase any particular amount of common stock, and it could be modified, suspended or discontinued at any time. During the three months ended March 31, 2026, the Company repurchased approximately 1.2 million shares at an average price of $16.52 per share, for a total cost of approximately 20.0 million. During the three months ended March 31, 2025, the Company repurchased approximately 1.0 million shares at an average price of $10.08 per share, for a total cost of approximately $10.0 million.
Credit Facility
On July 23, 2025, the Company and certain of its subsidiaries, including Exploration and Production Services (Holdings) Limited and Expro Holdings U.S. Inc., as borrowers, entered into a senior secured revolving credit facility (the “New Credit Facility”) by and among, inter alia, DNB Bank ASA, London Branch, as agent, and other lenders, in an initial aggregate principal amount of up to $500 million, of which up to $400 million is available as revolving facility loans and up to $100 million is available as term bridge loans. Proceeds of the revolving facility under the Facility Agreement may be used for general corporate and working capital purposes. Proceeds of the bridge facility under the Facility Agreement may be used for acquisitions and investments and capital expenditure in relation to acquisitions and fees, costs and expenses in connection with the foregoing. The Facility Agreement replaces the Company’s prior senior secured revolving credit facility entered into on October 1, 2021 and as amended and restated pursuant to an amendment and restatement agreement on October 6, 2023 (the “Prior Facility Agreement”). The maturity date of the New Credit Facility is July 30, 2029.
As of March 31, 2026, we had $79.1 million of long-term borrowings outstanding under the New Credit Facility.
Please see Note 16 “Interest bearing loans” in the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information.
Cash flow from operating, investing and financing activities
Cash flows from our operations, investing and financing activities are summarized below (in thousands):
Effect of exchange rate changes on cash activities
Analysis of cash flow changes between the three months ended March 31, 2026 and March 31, 2025
Net cash provided by operating activities was $25.3 million during the three months ended March 31, 2026 as compared to $41.5 million during the three months ended March 31, 2025. The decrease in net cash provided by operating activities of $16.2million for the three months ended March 31, 2026, was primarily driven by a decrease in Adjusted EBITDA and movement in working capital.
Net cash used in investing activities was $25.8 million during the three months ended March 31, 2026, as compared to $33.1 million during the three months ended March 31, 2025, a decrease of $7.3 million. The decrease in net cash used in investing activities was primarily due to a decrease in capital expenditures spending during the three months ended March 31, 2026.
Net cash used in financing activities was $25.4 million during the three months ended March 31, 2026, as compared to net cash used in financing activities of $15.1 million during the three months ended March 31, 2025. The increase of $10.3 million in net cash used in financing activities is primarily due to an increase in common stock repurchases during the three months ended March 31, 2026, as compared to the same period in 2025.
New accounting pronouncements
See Note 2 “Basis of presentation and significant accounting policies” in our unaudited condensed consolidated financial statements under the heading “Recent accounting pronouncements.”
Critical accounting policies and estimates
There were no changes to our critical accounting policies and estimates from those disclosed in our Annual Report.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals and our current expectations with respect to, among other things:
the expected timing, completion, effects and benefits of the Company’s plan to change its corporate domicile from the Netherlands to the Cayman Islands (the “Transaction”);
our business strategy and prospects for growth;
our cash flows and liquidity;
our financial strategy, budget, projections and operating results;
the amount and timing of any future share repurchases;
the amount, nature and timing of capital expenditures;
the availability and terms of capital;
the exploration, development and production activities of our customers;
the market for our existing and future products and services;
competition and government regulations; and
These forward-looking statements are generally accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “goal,” “plan,” “intend,” “potential,” “predict,” “project,” “may,” “outlook,” or other terms that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. The forward-looking statements in this Form 10-Q speak only as of the date of this report; we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:
our ability to develop new technologies and products and protect our intellectual property rights;
our ability to attract, train and retain key employees and other qualified personnel;
operational safety laws and regulations;
international trade laws, tariffs and sanctions;
severe weather conditions and natural disasters, and other operating interruptions (including explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, spills and releases and other environmental risks);
the overall timing and level of transition of the global energy sector from fossil-based systems of energy production and consumption to more renewable energy sources; and
perception related to our environmental, social and governance (“ESG”) performance as well as current and future ESG reporting requirements.
These and other important factors that could affect our operating results and performance are described in (1) “Risk Factors” in Part II, Item 1A of this Form 10-Q, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Form 10-Q, and elsewhere within this Form 10-Q, (2) our Annual Report, (3) our other reports and filings we make with the SEC from time to time and (4) other announcements we make from time to time. Should one or more of the risks or uncertainties described in the documents above or in this Form 10-Q occur, or should underlying assumptions prove incorrect, our actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statements. All such forward-looking statements in this Form 10-Q are expressly qualified in their entirety by the cautionary statements in this section.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For quantitative and qualitative disclosures about market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the Annual Report. Our exposure to market risk has not changed materially since December 31, 2025.
Item 4. Controls and Procedures
a)
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the three months covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure, and such information is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon our evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of March 31, 2026 at the reasonable assurance level.
b)
Change in Internal Control Over Financial Reporting
As of March 31, 2026, management has concluded that there have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 1. Legal Proceedings
Please see Note 17 “Commitments and contingencies” in the Notes to the Unaudited Condensed Consolidated Financial Statements.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risks discussed below and under the heading “Risk Factors” in our Annual Report, which risks could materially affect our business, financial condition or future results. These risks are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.
The expected benefits of the Transaction may not be realized.
There can be no assurance that all of the anticipated benefits of the Transaction will be achieved. Achieving the anticipated benefits of the Transaction is subject to a number of risks and uncertainties, including factors that we do not and cannot control. In addition, if the expected benefits of the Transaction do not meet expectations of investors or securities analysts, the price of ordinary shares (“Expro Cayman Ordinary Shares”) of Expro Ltd, an exempted company incorporated under the laws of the Cayman Islands (“Expro Cayman”), following completion of the Transaction may decline.
The Company’s business may be impacted by the uncertainty associated with the Transaction.
Although Expro Cayman and its subsidiaries will carry on the business currently conducted by the Company and its subsidiaries, certain relationships, including with employees, suppliers, lenders, partners, governments and other stakeholders, may be subject to disruption due to uncertainty associated with consummating the Transaction. Specifically, certain stakeholders may be reluctant to engage in business with the Company prior to, or Expro Cayman following, completion of the Transaction, or may impose additional conditions on or apply less favorable terms to transactions involving the Company and/or Expro Cayman. This could have an adverse effect on the business and operations of the Company prior to, or Expro Cayman following, completion of the Transaction.
The Transaction is conditional, and the conditions may not be satisfied.
Completion of the Transaction is conditioned, among other things, upon the satisfaction or waiver of certain conditions, which include obtaining shareholder approval. There can be no assurance that these conditions will be fulfilled or that the Transaction will be completed. Further, even if the required shareholder approval has been obtained and the other merger conditions have been satisfied, the Board of the Company may decide to delay or not proceed with the Transaction if it determines that the Transaction is no longer advisable. In such case the Company will have incurred costs and will have directed attention and resources relating to the Transaction, but will not realize any of the anticipated benefits of the Transaction.
The Company will allocate time and resources to effecting the Transaction and incur non-recurring costs related to the Transaction.
The Company and its management have allocated and will continue to be required to allocate time and resources to effecting the completion of the Transaction and related and incidental activities. There is a risk that the challenges associated with managing these various initiatives may have a business impact and that consequently the underlying businesses will not perform in line with expectations. This could have an adverse effect on the business, financial condition and reputation of Expro Cayman.
In addition, the Company expects to incur a number of non-recurring costs associated with the Transaction, including legal fees, accountants’ fees, proxy solicitor fees, filing fees, mailing expenses and financial printing expenses. There can be no assurance that the actual costs will not exceed those estimated and the actual completion of the Transaction may result in additional and unforeseen expenses. Most of these costs will be payable whether or not the Transaction is completed. While it is expected that benefits of the Transaction achieved by Expro Cayman will offset these transaction costs over time, this net benefit may not be achieved in the short-term or at all, particularly if the Transaction is delayed or does not happen at all. These combined factors could adversely affect the business, operating profit and overall financial condition of the Company and Expro Cayman.
Negative publicity resulting from the Transaction could adversely affect the Company’s business and the market price of the Company’s common shares and the Expro Cayman Ordinary Shares.
Redomicile transactions that have been undertaken by other companies have in some cases generated significant news coverage, some of which has been negative. Negative publicity generated by the Transaction could cause certain persons with whom the Company has a business relationship to be more reluctant to do business with the Company prior to the Transaction, or Expro Cayman following the Transaction. Negative publicity could also cause some the Company shareholders to sell the common shares of the Company or decrease the demand for new investors to purchase such shares, which could have an adverse impact on the price of the common shares of the Company and the Expro Cayman Ordinary Shares.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Following is a summary of repurchases of Company common stock during the three months ended March 31, 2026.
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Program (2)
January 1 - January 31
February 1 - February 28
March 1 - March 31
1)
This table excludes shares withheld from employees to satisfy tax withholding requirements on equity-based transactions. We administer cashless settlements and generally do not repurchase stock in connection with cashless settlements.
2)
Our Board authorized a program to repurchase our common stock from time to time. Approximately $80.0 million remained authorized for repurchases as of March 31, 2026, subject to the limitation set in our shareholder authorization for repurchases of our common stock.
Item 5. Other Information
Securities Trading Arrangements with Officers and Directors
On March 13, 2026, Steven Russell, Chief Technology Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 21,000 shares of the Company’s common stock between June 11, 2026 and June 11, 2027, subject to certain conditions.
During the three months ended March 31, 2026, no other director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Share Purchase Agreement
On May 4, 2026, Expro Holdings UK 3 Limited, a private limited liability company incorporated under the laws of England and Wales and a subsidiary of the Company (the “Buyer”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with the sellers party thereto (collectively, the “Sellers”), pursuant to which, upon the terms and subject to the conditions set forth therein, the Buyer has agreed to purchase from the Sellers all of the issued and outstanding shares (the “Shares”) of Enhanced Well Technologies Group AS, a Norwegian private limited liability company (“Enhanced”). Upon consummation of the transaction contemplated by the Share Purchase Agreement (the “Transaction”), Enhanced will become a wholly owned subsidiary of the Company.
Under the terms and conditions of the Share Purchase Agreement, the aggregate consideration payable to the Sellers for the Shares consists of a cash purchase price equal to: (i) 2.0 billion Norwegian kroner in cash (approximately $215 million based on current exchange rates), plus (ii) customary closing and working capital adjustments.
The consummation of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others, the receipt of required regulatory approvals, consents or clearances. The Share Purchase Agreement contains customary representations and warranties made by each of the Buyer and the Sellers, as well as customary covenants, including covenants regarding the conduct of Enhanced’s business in the ordinary course consistent with past practice during the period between the execution of the Share Purchase Agreement and the closing of the Transaction.
The Share Purchase Agreement provides for customary termination rights for both the Buyer and the Sellers, including the right for either party to terminate the agreement if the Transaction has not been completed on or before November 30, 2026, subject to certain conditions, or in the event of a material breach of the Share Purchase Agreement by the other party.
The representations, warranties and covenants contained in the Share Purchase Agreement have been made solely for the benefit of the parties thereto. Investors should not rely on such representations, warranties or covenants as characterizations of the actual state of affairs of the Buyer, the Sellers, Enhanced or any of their respective subsidiaries or affiliates.
The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.
Item 6. Exhibits
The exhibits required to be filed by Item 6 are set forth in the Exhibit Index included below.
EXHIBIT INDEX
Exhibit Number
Description
*31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14 (a) under the Securities Exchange Act of 1934.
*31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
**32.1
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
**32.2
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
*101.1
The following materials from Expro Group Holdings N.V.’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss); (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Cash Flows; (v) Condensed Consolidated Statements of Stockholders’ Equity; and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.
*104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
By:
/s/ Sergio L. Maiworm, Jr.
Chief Financial Officer
(Principal Financial Officer)