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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes thereto included in Part II, Item 8. “Financial Statements and Supplementary Data” included in this Form 10-K.

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,” Part I, Item 1A. “Risk Factors” and elsewhere in this Form 10-K.

This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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 8,500 employees and provide services and solutions to leading exploration and production companies in both onshore and offshore environments in over 50 countries. Our extensive portfolio of capabilities spans well construction, well flow management, subsea well access, and well intervention and integrity solutions.

Well Construction

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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 several 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.

For the year ended December 31, 2025, approximately 81% of our revenue was generated outside of the United States and approximately 63% of our revenue was generated by activities related to offshore oil and gas operations. Approximately 65% of our revenue was generated by services tied to drilling and completions-related activities, which are generally funded by customers’ capital expenditures, and approximately 35% of our revenue was generated by production optimization related activities, which are generally funded by customers’ operating expenditures.

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Commodity Prices and Market Conditions

Commodity Prices

Average daily oil demand declined slightly in the fourth quarter of 2025, down by 0.1 million b/d compared to levels recorded in the prior quarter; however, there remained an increase compared to the fourth quarter of 2024, and the full year average for 2024. Global liquids demand grew by 1.2 million b/d year-on-year in 2025 and is expected to grow a further 1.1 million b/d in 2026. Brent crude prices softened modestly over the fourth quarter of 2025, declining from a monthly average of approximately $65 per barrel (“/bbl”) in October to around $63/bbl in December. The easing in prices reflected a gradual weakening in market fundamentals as global supply growth outpaced demand and increasing oil in storage outweighed the effect of potential disruptions driven by tensions in Russia-Ukraine and Venezuela. Price declines were marginally offset by Chinese inventory builds and the OPEC+ decision to pause the unwinding of production cuts, underscoring the group’s continued focus on market stability.

Market Conditions

Entering 2026, global oil inventories are expected to continue rising, as supply growth outpaces demand, placing downward pressure on prices. Despite softer fundamentals, geopolitical risks, evolving sanctions regimes and policy uncertainty continue to create potential supply disruptions, placing a higher degree of volatility on crude markets. On balance, oil prices are expected to remain subdued throughout 2026. Nevertheless, global oil and gas demand continues to grow, reinforcing the need for sustained investment to maintain and expand supply.

There are several market factors that have had, and may continue to have, an effect on our business, including:

Outlook

According to the U.S. Energy Information Administration (“EIA”), global liquids consumption is forecasted to average approximately 104.8 million barrels per day in 2026, an increase of around 1.1 million barrels per day compared to 2025. Demand growth is expected to be driven almost entirely by non-OECD countries, with Asia (led by China and India) accounting for the majority of incremental consumption, alongside growth in Africa and the Middle East.

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Although consumption and production are forecast to grow at similar rates, total supply is expected to exceed demand, resulting in continued inventory builds in 2026. OPEC+ is expected to manage production levels to mitigate downside price pressure, with output likely remaining below targeted capacity levels. Strategic stockpiling, particularly in China, is expected to continue and may help limit price declines.

Based on these assumptions, the EIA forecasts Brent crude oil prices to average approximately $56 per barrel for 2026. This outlook remains subject to elevated uncertainty given ongoing geopolitical tensions, evolving sanctions, and political instability in key producing regions including Venezuela, Iran and Russia-Ukraine.

In this environment, Expro maintains cautious optimism regarding demand for products and services. While overall market conditions are softer, the continued need for hydrocarbons supports investment in strategic offshore developments and the optimization of existing assets — areas where Expro is well positioned.

Turning to the natural gas outlook, in the United States, the EIA forecasts Henry Hub natural gas prices to average approximately $3.46 per million British thermal units (“MMBtu”) in 2026, largely flat from 2025 levels, as production continues to increase and a milder-than-average winter has reduced demand over what is typically the annual peak. Internationally, Rystad Energy in December modestly revised down its 2026 price forecasts for European Title Transfer Facility (“TTF”) and Northeast Asia spot markets, reflecting lower oil prices and a weaker macroeconomic backdrop. European TTF prices are expected to average approximately $9.70/MMBtu, with Asian spot prices averaging around $10.20/MMBtu in 2026. Nevertheless, natural gas demand remains resilient and continues to play a central role in global energy transition pathways, supporting a long-term opportunity pipeline for Expro.

Upstream investment is expected to recover modestly in 2026 compared to 2025, despite lower oil prices, as project sanctioning activity increases. International and offshore spending is expected to be the primary source of growth, while U.S. land activity moderates — a market where Expro has limited exposure. Investment growth is concentrated in offshore developments, particularly deepwater projects in Brazil and Guyana, and in regions including the Middle East, Europe, Sub-Saharan Africa, and Latin America. These positive trends the international and offshore segments support demand across Expro’s well construction, well flow management, and subsea product lines.

Brownfield activity is expected to gain further momentum in 2026 as operators focus on efficiency, cost reduction, and production optimization. This environment supports continued demand for Expro’s well intervention, production optimization, and digital solutions, aligned with customer priorities around efficiency, safety, automation, and emissions reduction.

While near-term market conditions remain subdued and uncertainty persists, resilient global demand for hydrocarbons continues to support investment in international and offshore markets. Expro’s diversified service portfolio, strong international footprint, technology differentiation, and focus on margin discipline underpin a cautiously constructive outlook for 2026 and beyond, as we continue to support customers across the full life cycle of their assets.

The following provides an outlook for 2026 by our reporting segments based on data from Spears and Associates Inc:

NLA: North American drilling activity is expected to slip by 2% in 2026 to an average of 549 active rigs, accounting for a total of around 15,300 wells completed (down 1% from 2025). North American completion activity is projected to slow by 1% overall in 2026 to a total of about 11,700 frac jobs for the year. The expected slowdown in activity reflects the more volatile, short-cycle nature of shale production and is driven largely by North American commodity prices. Henry Hub spot gas prices are projected to increase over the fourth quarter 2025 to fourth quarter 2026 timeframe, driving an increase of approximately 10% in the gas focused rig count on an exit-to-exit basis. In contrast, spot West Texas Intermediate prices are expected to be little changed over the course of 2026, driving a decline of 1% in the oil-centric rig count over 2026. In Central and South America, drilling activity is projected to increase by 3% in 2026 to an average of 139 active rigs, accounting for a total of about 1,850 new wells. Onshore drilling in the region is forecast to increase 1% in 2026 to an average of 100 active land rigs drilling almost 1,625 new wells, driven by Ecuador and Mexico. Offshore activity is expected to grow by 11% in 2026, averaging 39 rigs totaling some 225 new wells, driven by large-scale deepwater plays in Brazil, Guyana and Suriname, as well as continued recovery in Pemex-funded activity. Drilling activity in Central and South America is mixed in 2026, with Argentina and Brazil remaining the main growth engines despite cost pressures, lower prices and regulatory hurdles, as shale and deepwater projects continue to advance. Guyana and Suriname also continue to expand their offshore developments. In contrast, Colombia, Mexico and Venezuela face policy, fiscal and sanction-related constraints that limit new exploration, keeping regional growth uneven and highly concentrated in a few basins.

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ESSA: The outlook calls for European drilling activity to increase 1% in 2026 to an average of 99 active rigs accounting for a total of around 780 new wells. Onshore drilling in Europe is forecast to average 72 active rigs in 2026, up by 1% accounting for about 480 new wells drilled. Offshore drilling in the region is projected to increase 4% in 2026, averaging 28 active rigs and around 300 new wells. European drilling activity in 2026 is concentrated in the Black Sea and the mature North Sea, with Romania advancing multi-well development drilling at Neptun Deep and Norway sustaining high levels of development and tie-back drilling despite sharp cost inflation. Elsewhere, exploration momentum is building in the eastern Mediterranean, while UK North Sea activity remains selective as fiscal pressure tempers investment even as projects near existing infrastructure move ahead. African drilling activity is projected to grow by 2% in 2026 to an average of 124 active rigs, accounting for a total of about 900 new wells. Onshore drilling in Africa is forecast to increase 1% in 2026 to an average of 108 active land rigs, accounting for about 740 new wells drilled. Offshore activity is projected to jump by 7% in 2026, averaging 16 active rigs while totaling around 150 new wells. In recent years several African nations have reformed their fiscal and legislative environments, making them more attractive to investment than they have been in some time. In addition, offshore discoveries having potentially multibillion-barrel reserves have attracted significant global interest. While oil exploration remains crucial, there is growing interest in natural gas to meet both domestic energy needs and international export demand, particularly from Europe. Nonetheless, the region faces several challenges including high operating costs, lack of infrastructure, and political/security issues in some key producing countries, which can slow or deter major investment.

MENA: Middle Eastern drilling activity is now expected to increase 1% in 2026 to an average of 509 active rigs accounting for a total of almost 3,000 new wells drilled. Onshore drilling is projected to increase 1% in 2026 to an average of 428 rigs and over 2,700 new wells drilled. Offshore drilling activity is also expected to grow by 1% to an average of 82 rigs drilling some 275 new wells. The main growth drivers for 2026 in the region include Abu Dhabi, Iraq, Kuwait and Oman, offsetting a slowdown in Saudi Arabian activity. For 2026, E&P activity in the Middle East is primarily focused on leveraging the region's vast, low-cost reserves to maintain and expand its oil and gas production capacity to meet global demand. Activity is characterized by massive investments and a dominant role for state-owned enterprises such as Saudi Aramco, ADNOC (UAE), and QatarEnergy. While oil remains crucial, there is an ongoing emphasis on developing the region’s natural gas reserves and associated LNG infrastructure. The region is on track to become the second largest gas-producing region globally.

APAC: Drilling activity in Asia-Pacific is forecast to average 185 active rigs in 2026 (up by 3%), accounting for 2,425 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 2% in 2026 to an average of 135 active land rigs, with over 1,675 new wells drilled. Offshore activity is projected to improve 2% in 2026 at an average of 50 active rigs drilling almost 750 new wells. Rapid economic growth, urbanization, and industrialization in India, and Southeast Asia to soaring energy demand and an increasing reliance on imports. A primary characteristic of increased activity in this region is the strong governmental push to boost domestic oil and gas production to reduce import dependency and ensure long-term energy security. The natural gas segment is a major focus of new exploration efforts and investments across the region, particularly in Malaysia, Indonesia, and Vietnam. The offshore segment is a fast growing segment of the upstream market. Investment in deepwater and ultra-deepwater drilling is rising, supported by the potential for large reserve discoveries in frontier areas

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.

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.

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Executive Overview

Year ended December 31, 2025 compared to year ended December 31, 2024

Certain highlights of our financial results and other key developments include:

Non-GAAPFinancial Measures

We include in this Form 10-K the non-GAAP financial measures Adjusted EBITDA and Adjusted EBITDA margin. We provide reconciliations of net income (loss), 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 (loss) 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 revenue.

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.

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The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for each of the periods presented (in thousands):

Year ended

December 31,

Net income (loss) margin 3.2 % 3.0 % (1.5 )%

Selected Unaudited Financial Information for the Three Months Ended December 31, 2025 and September 30, 2025

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

Operating Segment Results

The following table shows revenue by segment and revenue as a percentage of total revenue by segment for the three months ended December 31, 2025 and September 30, 2025:

Three Months Ended Percentage

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The following table shows the Segment EBITDA and Segment EBITDA as a percentage of total revenue by segment (“Segment EBITDA margin”) and a reconciliation to income before income taxes for the three months ended December 31, 2025 and September 30, 2025:

Three Months Ended Segment EBITDA Margin

Equity in income of joint ventures 3,838 5,897

Depreciation and amortization expense (53,774 ) (46,195 )

Merger and integration expense (861 ) (1,293 )

Severance and other expense (9,952 ) (5,782 )

Stock-based compensation expense (7,689 ) (7,201 )

Foreign exchange loss (463 ) (1,151 )

Interest and finance expense, net (2,445 ) (4,106 )

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Quarter endedDecember 31, 2025compared to quarter ended September 30, 2025

NLA

Revenue for NLA was $130.3 million for the three months ended December 31, 2025, a decrease of $20.6 million, or 13.6%, compared to $150.9 million for the three months ended September 30, 2025. The decrease was primarily due to lower subsea well access and well construction revenue in the U.S., offset by higher well intervention and integrity revenue in Argentina.

Segment EBITDA for NLA was $31.8 million, or 24.4% of revenue, during the three months ended December 31, 2025, compared to $36.8 million, or 24.4% of revenue, during the three months ended September 30, 2025. The decrease of $5.0 million in Segment EBITDA and Segment EBITDA margin was largely attributable to lower activity and less favorable product mix during the three months ended December 31, 2025.

ESSA

Revenue for ESSA was $116.3 million for the three months ended December 31, 2025, a decrease of $9.5 million, or 7.6%, compared to $125.8 million for the three months ended September 30, 2025. The decrease in revenue was primarily driven by lower subsea well access and well construction revenue in Angola, and central and west Africa, partially offset by higher well flow management revenue in Bulgaria.

Segment EBITDA for ESSA was $40.0 million, or 34.4% of revenue, for the three months ended December 31, 2025, a decrease of $0.5 million, or 1.1%, compared to $40.5 million, or 32.2% of revenue, for the three months ended September 30, 2025. The decrease in Segment EBITDA was primarily attributable to lower activity while the increase in Segment EBITDA margin reflects a more favorable product mix.

MENA

Revenue for MENA was $93.0 million for the three months ended December 31, 2025, an increase of $6.9 million, or 8.0%, compared to $86.1 million for the three months ended September 30, 2025. The increase in revenue was driven by higher well flow management revenue in Algeria and Saudi Arabia.

Segment EBITDA for MENA was $36.1 million, or 38.8% of revenue, for the three months ended December 31, 2025, an increase of $6.3 million, or 21.0%, compared to $29.9 million, or 34.7% of revenue, for the three months ended September 30, 2025. The increase in Segment EBITDA and Segment EBITDA margin was primarily due to higher well flow management activity and a resulting more favorable activity mix during the three months ended December 31, 2025.

APAC

Revenue for APAC was $42.5 million for the three months ended December 31, 2025, a decrease of $6.1 million, or 12.5%, compared to $48.6 million for the three months ended September 30, 2025. The decrease in revenue was primarily due to lower well flow management activity in Indonesia and India, lower well construction revenue in Australia, offset by higher subsea well access activity in Australia.

Segment EBITDA for APAC was $7.0 million, or 16.4% of revenue, for the three months ended December 31, 2025, a decrease of $3.1 million compared to $10.0 million, or 20.7% of revenue, for the three months ended September 30, 2025. The decrease in Segment EBITDA and Segment EBITDA margin was largely attributable to lower activity and less favorable product mix during the three months ended December 31, 2025.

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Results of Operations for the years ended December 31, 2025, 2024 and 2023

Operating Segment Results.

The following table shows revenue by segment and revenue as a percentage of total revenue by segment for the years ended December 31, 2025, 2024 and 2023:

Year Ended Percentage

The following table shows Segment EBITDA and Segment EBITDA margin by segment and a reconciliation to income before income taxes for the years ended December 31, 2025, 2024 and 2023:

Year Ended Segment EBITDA Margin

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Yearended December 31, 2025 compared to the year endedDecember 31, 2024

NLA

Revenue for NLA was $558.0 million for the year ended December 31, 2025, a decrease of $8.0 million, or 1.4%, compared to $566.0 million for the year ended December 31, 2024. The decrease in revenue is primarily due to lower well construction revenue in the U.S. and Mexico, lower well flow management revenue in Mexico and lower well flow intervention and integrity revenue in Brazil, partially offset by higher subsea well access revenue in the U.S. and higher well flow management revenue in the U.S. and Brazil.

Segment EBITDA for NLA was $132.9 million, or 23.8% of revenue, during the year ended December 31, 2025, compared to $142.0 million or 25.1% of revenue during the year ended December 31, 2024, a decrease of $9.0 million. The decrease in Segment EBITDA and Segment EBITDA margin was primarily attributable to the decrease in revenue and a less favorable activity mix.

ESSA

Revenue for ESSA was $486.9 million for the year ended December 31, 2025, a decrease of $77.5 million, or 13.7%, compared to $564.4 million for the year ended December 31, 2024. The decrease in revenue was primarily driven by lower well flow management revenue in Congo and lower subsea well access revenue in Angola as a result of one-time projects in 2024 that did not reoccur in 2025, partially offset by higher well construction revenue in Cyprus and higher subsea well access revenue in the U.K. and Norway.

Segment EBITDA for ESSA was $149.4 million, or 30.7% of revenue, during the year ended December 31, 2025, compared to $145.4 million, or 25.8% of revenue, during the year ended December 31, 2024, an increase of $4.0 million. The increase in Segment EBITDA and Segment EBITDA margin, despite the decrease in revenue, was primarily attributable to an increase in activities on higher margin services during the year ended December 31, 2025.

MENA

Revenue for MENA was $363.6 million for the year ended December 31, 2025, an increase of $31.4 million, or 9.5%, compared to $332.2 million for the year ended December 31, 2024. The increase in revenue was driven by higher well flow management revenue in Iraq, Saudi Arabia, Algeria and higher well construction revenue in Saudi Arabia and the UAE.

Segment EBITDA for MENA was $132.7 million, or 36.5% of revenue, during the year ended December 31, 2025, compared to $115.8 million, or 34.8% of revenue during the year ended December 31, 2024. The increase of $17.0 million was attributable to higher revenue and a more favorable activity mix.

APAC

Revenue for APAC was $198.5 million for the year ended December 31, 2025, a decrease of $51.6 million, or 20.6%, compared to $250.1 million for the year ended December 31, 2024. The decrease in revenue was primarily due to lower subsea well access activity in China and Australia, and lower well flow management activity in Australia, partially offset by higher well construction activity in Australia and Brunei.

Segment EBITDA for APAC was $42.7 million, or 21.5% of revenue, during the year ended December 31, 2025, compared to $57.7 million, or 23.1% of revenue, during the year ended December 31, 2024. The decrease in Segment EBITDA was primarily due to decreased activity and less favorable product mix.

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Depreciation and amortization expense

Depreciation and amortization expense for the year ended December 31, 2025 increased by $28.6 million, or 17.5%, to $192.1 million, as compared to $163.5 million for the year ended December 31, 2024. The increase was generally proportional to the increase in property plant and equipment year over year, including impacts of the acquisition of CTL UK Holdco Limited, a company incorporated and registered in England and Wales ("Coretrax") in May 2024.

Merger and integration expense

Merger and integration expense for the year ended December 31, 2025 decreased by $10.2 million, to $6.2 million as compared to $16.3 million for the year ended December 31, 2024. The decrease was due to costs associated with the Coretrax acquisition in 2024 that did not repeat in 2025.

Severance and other expense

Severance and other expense for the year ended December 31, 2025 increased by $11.5 million, to $28.5 million as compared to $17.0 million for the year ended December 31, 2024. The increase was predominantly due to restructuring activity across all segments.

Foreign exchange gain (loss)

Foreign exchange gain for the year ended December 31, 2025 was $0.9 million as compared to a foreign exchange loss of $13.6 million for the year ended December 31, 2024. The change was primarily due to favorable changes in various exchange rates and higher activity in jurisdictions with local currencies that appreciated relative to the U.S. dollar.

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 December 31, 2025, total available liquidity was $550.9 million, including cash and cash equivalents and restricted cash of $197.5 million and $353.4 million available for borrowings under our New Credit Facility (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 $110.0 million and $120.0 million for 2026. Our total capital expenditures were $112.4 million for the year ended December 31, 2025, out of which approximately 90% were used for the purchase or 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, 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 years ended December 31, 2025 and 2024, we repurchased approximately 3.7 million and 1.2 million shares, respectively, of our common stock under the preceding stock repurchase program active at the time for a total cost of approximately $40.1 million and $14.2 million, respectively. Approximately $100.0 million remained authorized for repurchases under the Stock Repurchase Program as of December 31, 2025, subject to the limitation set in our shareholder authorization for repurchases of our common stock.

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Credit Facility

Revolving 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 New Credit Facility may be used for general corporate and working capital purposes. Proceeds of the bridge facility under the New Credit Facility 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 New Credit Facility 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.

During the third quarter of 2025, the Company completed a $22.0 million voluntary prepayment of its New Credit Facility and during the fourth quarter of 2025 completed another $20 million voluntary prepayment. For the avoidance of doubt, any voluntary prepayment amounts remain available for future drawdowns, over the duration of the facility. The voluntary repayments reduced the outstanding drawn balance from $121.1 million under the Prior Facility Agreement as of June 30, 2025 to $79.1 million under the New Facility Agreement as of December 31, 2025.

Please see Note 16 “Interest bearing loans” in the Notes to the Consolidated Financial Statements for additional information.

Cash flow from operating, investing and financing activities

Cash flows provided by our operations, investing and financing activities are summarized below (in thousands):

Year Ended December 31,

Net cash (used in) provided by financing activities (96,722 ) 29,572 (49,339 )

Effect of exchange rate changes on cash activities 6,747 (2,411 ) (6,032 )

Analysis of cash flow changes between the years ended December 31, 2025 and 2024

Net cash provided by operating activities

Net cash provided by operating activities was $210.2 million during the year ended December 31, 2025 as compared to $169.5 million during the year ended December 31, 2024. The increase of $40.7 million in net cash provided by operating activities for the year ended December 31, 2025 was primarily driven by a lower consumption of working capital during the current year as compared to the previous year.

Net cash used in investing activities

Net cash used in investing activities was $107.4 million during the year ended December 31, 2025 as compared to $165.1 million during the year ended December 31, 2024, a decrease of $57.8 million. The decrease was primarily a result of a decrease in capital expenditures of $31.2 million and $32.0 million paid for acquired businesses in 2024 that did not repeat in 2025.

Net cash (used in) provided by financing activities

Net cash used in financing activities was $96.7 million during the year ended December 31, 2025 as compared to net cash provided by financing activities of $29.6 million during the year ended December 31, 2024. The change in net cash used in financing activities is primarily due to the repayment of long-term borrowings of $42.0 million during 2025 as compared to net proceeds received from borrowings of $72.9 million in 2024 and the increase in repurchases of common stock of $25.9 million, partially offset by payment of acquisition-related contingent consideration of $13.9 million during 2024 that did not repeat in 2025.

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Off-balancesheet arrangements

We have outstanding letters of credit/guarantees that relate to performance bonds, custom/excise tax guaranties and facility lease/rental obligations. These were entered into in the ordinary course of business and are customary practices in the various countries where we operate. It is not practicable to estimate the fair value of these financial instruments. None of the off-balance sheet arrangements either have, or are likely to have, a material effect on our consolidated financial statements. As of December 31, 2025, we had no material off-balance sheet financing arrangements other than those discussed above.

Critical accounting policies and estimates

The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires Expro to make estimates and assumptions that affect the reported amounts of revenue and associated costs as well as reported amounts of assets and liabilities and related disclosures of contingent liabilities. Certain accounting policies involve judgments and uncertainties. We evaluate estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We consider the following policies to be the most critical to understanding the judgments that are involved and the uncertainties that could impact our results of operations, financial condition and cash flows.

Revenue recognition

Service revenue is recognized over a period of time as services are performed or rendered and the customer simultaneously consumes the benefit of the service while it is being rendered, and, therefore, reflects the amount of consideration to which we have a right to invoice. We generally perform services either under direct service purchase orders or master service agreements which are supplemented by individual call-out provisions. For customers contracted under such arrangements, an accrual is recorded in unbilled receivable for revenue earned but not yet invoiced. Revenue from the sale of goods is generally recognized at the point in time when the control has passed onto the customer which generally coincides with delivery and, where applicable, installation. We also regularly assess customer credit risk inherent in the carrying amounts of receivables, contract costs and estimated earnings, including the risk that contractual penalties may not be sufficient to offset our accumulated investment in the event of customer termination.

Where contractual arrangements contain multiple performance obligations, judgment is involved to analyze each performance obligation within the sales arrangement to determine whether they are distinct. The revenue for contracts involving multiple performance obligations is allocated to each distinct performance obligation based on relative selling prices and is recognized on satisfaction of each of the distinct performance obligations.

We recognize revenue for long-term construction-type contracts, involving significant design and engineering efforts in order to satisfy custom designs for customer-specific applications, on an over a period of time basis, using an input method, which represents the ratio of actual costs incurred to date on the project in relation to total estimated project costs. The estimate of total project costs has a significant impact on both the amount of revenue recognized as well as the related profit on a project. Revenue and profits on contracts can also be significantly affected by change orders and claims. Profits are recognized based on the estimated project profit multiplied by the percentage complete. Due to the nature of these projects, adjustments to estimates of contract revenue and total contract costs are often required as work progresses. Any expected losses on a project are recorded in full in the period in which they are identified.

We are required to determine the transaction price in respect of each of our contracts with customers. In making such judgment, we assess the impact of any variable consideration in the contract, due to discounts or penalties, the existence of any significant financing component and any non-cash consideration in the contract. In determining the impact of variable consideration, we use the “most-likely amount” method whereby the transaction price is determined by reference to the single most likely amount in a range of possible consideration amounts.

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Business Combinations

We record business combinations using the acquisition method of accounting. All of the assets acquired and liabilities assumed are recorded at estimated fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill.

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The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed, in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future and what we believe to be an appropriate weighted-average cost of capital.

If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the consolidated financial statements may be exposed to potential impairment of long-lived assets, including intangible assets and goodwill. Refer to Note 3 “Business combinations and dispositions” of our consolidated financial statements for further details.

Goodwill

We record the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed as goodwill. Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. A qualitative assessment is allowed to determine if goodwill is potentially impaired. We have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. The qualitative assessment determines whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then a quantitative impairment test is performed. The quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss. The test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference.

No impairment expense was recorded for goodwill during the years ended December 31, 2025, 2024 and 2023. We used the income approach and the market approach to estimate the fair value of our reporting units. The income approach estimates the fair value by discounting the reporting unit’s estimated future cash flows using what we believe to be an appropriate risk-adjusted rate. The market approach includes the use of comparative multiples to corroborate the discounted cash flow results and involves significant judgment in the selection of the appropriate peer group companies and valuation multiples. The inputs used in the determination of fair value are generally level 3 inputs.

Income Taxes

We use the asset and liability method to account for income taxes whereby we calculate the deferred tax asset or liability account balances using tax laws and rates in effect at that time. Under this method, the balances of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Valuation allowances are recorded to reduce gross deferred tax assets when it is more likely than not that all or some portion of the gross deferred tax assets will not be realized. In determining the need for valuation allowances, we have made judgments and considered estimates regarding estimated future taxable income and available tax planning strategies. These estimates and judgments include some degree of uncertainty, therefore changes in these estimates and assumptions could require us to adjust the valuation allowances for our deferred tax assets accordingly. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions.

We operate in over 50 countries. As a result, we are subject to numerous domestic and foreign taxing jurisdictions and tax agreements and treaties among various governments. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding future events, including the amount, timing and character of income, deductions, and tax credits. Changes in tax laws, regulations or agreements in each taxing jurisdiction could have an impact on the amount of income taxes that we provide during any given year.

Our tax filings for various periods are subject to audit by the tax authorities in most jurisdictions in which we operate, and these assessments can result in additional taxes. Estimating the outcome of audits and assessments by the tax authorities involves uncertainty. We review the facts of each case and apply judgments and assumptions to determine the most likely outcome and provide for taxes, interest and penalties on this basis. In line with GAAP, we recognize the effects of a tax position in the consolidated financial statements when it is more likely than not that, based on the technical merits, some level of tax benefit related to a tax position will be sustained upon audit by tax authorities. Our experience has been that the estimates and assumptions used to provide for future tax assessments have proven to be appropriate. However, past experience is only a guide, and the potential exists that tax resulting from the resolution of current and potential future tax disputes may differ materially from the amount accrued. In such an event, we will record additional tax expense or tax benefit in the period in which such resolution occurs.

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New accounting pronouncements

See Note 2 “Basis of presentation and significant accounting policies” in our consolidated financial statements under the heading “Recent accounting pronouncements.”

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Financial risk factors

Our operations expose us to several financial risks, principally market risk (foreign currency risk and interest rate risk) and credit risk.

Foreign currency risk

Cash flow exposure

We expect many of the subsidiaries of our business to have future cash flows that will be denominated in currencies other than the United States Dollar (“USD”). Our primary cash flow exposures are revenues and expenses. Changes in the exchange rates between USD and other currencies in which our subsidiaries transact will cause fluctuations in the cash flows we expect to receive or pay when these cash flows are realized or settled. We generally attempt to minimize our currency exchange risk by seeking to naturally hedge our exposure by offsetting non-USD denominated inflows with non-USD denominated local expenses. We generally do not enter into forward hedging agreements, and our largest exposures are to the British pound and Norwegian kroner, mainly driven by facility costs and employee compensation and benefits.

Transaction exposure

Many of our subsidiaries have assets and liabilities that are denominated in currencies other than the USD. Changes in the exchange rates between USD and the other currencies in which such liabilities are denominated can create fluctuations in our reported consolidated statements of operations and cash flows.

As of December 31, 2025, we estimate that a 5% appreciation (depreciation) in USD would result in a change in our net income of approximately $0.1 million.

Interest rate risk

We are exposed to the impact of interest rate changes primarily through our borrowing activities. Borrowings under the New Credit Facility 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. As of December 31, 2025, we had outstanding borrowings of $79.0 million. A 5% change in interest rates would have an approximate impact of $5.6 million on our results of operations and cash flows.

Credit risk

Our exposure to credit risk is primarily through cash and cash equivalents, restricted cash and accounts receivable, including unbilled balances. Our liquid assets are invested in cash, with a mix of local and international banks, and highly rated, short-term money market deposits, generally with original maturities of less than 90 days. We monitor the ratings of such investments and mitigate counterparty risks as appropriate.

We extend credit to customers and other parties in the normal course of business and are thus subject to concentrations of customer credit risk. We have established various procedures to manage our credit exposure, including credit evaluations and maintaining an allowance for credit losses. We are also exposed to credit risk because our customers are concentrated in the oil and natural gas industry. This concentration of customers impacts overall exposure to credit risk because our customers may be similarly affected by changes in economic and industry conditions, including changes in oil and gas prices. We operate in over 50 countries and as such, our receivables are spread over many countries and customers. Accounts receivable in Algeria and the U.S. represented approximately 16% respectively, of our net accounts receivable balance as of December 31, 2025. No other country accounted for greater than 10% of our accounts receivable balance. Our customer base is comprised of a large number of IOC, NOC, Independents and service partners from all major oil and gas locations around the world. The majority of our accounts receivable are due for payment in less than 90 days and largely comprise amounts receivable from IOCs and NOCs. We closely monitor accounts receivable and raise provisions for expected credit losses where it is deemed appropriate.

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Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Consolidated Balance Sheets as of December 31, 2025 and 2024 50

Notes to the Consolidated Financial Statements 53

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Expro Group Holdings N.V.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Expro Group Holdings N.V. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Goodwill – All Reporting Units — Refer to Notes 2, 3, 4 and 15 to the financial statements

Critical Audit Matter Description

As described in Note 2 to the financial statements, the Company performs its annual goodwill impairment assessment as of October 31, or more frequently if indicators of impairment exist. As of March 31, 2025, the Company performed an evaluation of goodwill for impairment due to the identified indicator of impairment related to the decline in the Company’s stock price. The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using the discounted cash flow model and the market approach. The determination of the fair value using the discounted cash flow model requires management to make significant assumptions related to short-term and long-term forecasts of operating performance, including revenue growth rates and profitability margins, and discount rates. Regarding the market approach determination of fair value, management is required to make significant assumptions related to the selection of the appropriate peer companies and valuation multiples. Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment expense, or both. The goodwill balance was $348.6 million as of December 31, 2025, of which $101.4 million, $51.6 million, $162.0 million and $33.6 million was allocated to the ESSA, MENA, NLA and APAC reporting units, respectively. The fair value of all reporting units exceeded their carrying values as of March 31, 2025, and therefore, no impairment was recognized.

We identified goodwill as a critical audit matter because of the significant judgments made by management when developing the fair value of its reporting units, the high degree of auditor judgment in performing procedures and evaluating audit evidence related to management’s anticipated future cash flows and significant assumptions related to short-term and long-term forecasts of operating performance, revenue growth rates, profitability margins and discount rates, and an increased extent of audit effort, including the need to involve professionals with specialized skill and knowledge.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the short-term and long-term forecasts of operating performance, including revenue growth rates and profitability margins, and the selection of discount rates included the following, among others:

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

February 19, 2026

We have served as the Company's auditor since 2020.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Expro Group Holdings N.V.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Expro Group Holdings N.V. and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 19, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control, appearing under Part II, Item 9A. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

February 19, 2026

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EXPRO GROUP HOLDINGS N.V.

Consolidated Statements of Operations

(in thousands)

Year Ended December 31,

Operating costs and expenses:

Income before taxes and equity in income of joint ventures 69,503 81,544 8,094

Earnings (loss) per common share:

Weighted average common shares outstanding:

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EXPRO GROUP HOLDINGS N.V.

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

Year Ended December 31,

Other comprehensive income (loss):

Actuarial gain (loss) on defined benefit plans 3,814 (7,396 ) (4,529 )

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EXPRO GROUP HOLDINGS N.V.

Consolidated Balance Sheets

(in thousands)

December 31,

Assets:

Current assets

Non-current accounts receivable, net 7,432 7,432

Liabilities and stockholders’ equity:

Current liabilities

Commitments and contingencies (Note 18)

Stockholders’ equity:

Accumulated other comprehensive income 18,053 14,470

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EXPRO GROUP HOLDINGS N.V.

Consolidated Statements of Cash Flows

(in thousands)

Year Ended December 31,

Cash flows from operating activities:

Elimination of unrealized profit on sales to joint ventures 231 4 4,159

Changes in fair value of contingent consideration (283 ) (6,079 ) 576

Changes in assets and liabilities:

Cash flows from investing activities:

Payment for acquired businesses, net of cash acquired - (31,967 ) (28,707 )

Proceeds from settlement of contingent consideration - 7,500 -

Proceeds from sale / maturity of investments - - 572

Cash flows from financing activities:

(Cash pledged for) release of collateral deposits (447 ) 1,170 (217 )

Payment of contingent consideration - (13,873 ) -

Net cash (used in) provided by financing activities (96,722 ) 29,572 (49,339 )

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EXPRO GROUP HOLDINGS N.V.

Consolidated Statements of Stockholders’ Equity

(in thousands)

Accumulated

Additional other Total

Common stock Treasury paid-in comprehensive Accumulated Stockholders’

Shares Value Stock capital income deficit Equity

Other comprehensive loss - - - - (5,231 ) - (5,231 )

Stock-based compensation expense - - - 19,574 - - 19,574

Common shares issued upon vesting of share-based awards 836 46 - 1,866 - - 1,912

Treasury shares withheld (195 ) - (3,803 ) - - - (3,803 )

Other comprehensive loss - - - - (7,848 ) - (7,848 )

Stock-based compensation expense - - - 26,352 - - 26,352

Common shares issued upon vesting of share-based awards 950 53 - 1,094 - - 1,147

Treasury shares withheld (235 ) - (4,568 ) - - - (4,568 )

Other comprehensive income - - - - 3,583 - 3,583

Stock-based compensation expense - - - 29,172 - - 29,172

Treasury shares withheld (320 ) - (3,629 ) - - - (3,629 )

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

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 50 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.

2. Basis of presentation and significant accounting policies

Basis of presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The consolidated financial statements have been prepared using the U.S. dollar (“$” or “USD”) as the reporting currency.

Basis of consolidation

The 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 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.

Use of estimates

Preparation of the consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Estimates and assumptions are used for, but are not limited to, determining the following: purchase price allocation on business combinations, valuation of intangible assets, expected credit losses, inventory valuation reserves, impairment assessment of goodwill, income tax provisions, recovery of deferred taxes, actuarial assumptions to determine costs and liabilities related to employee benefit plans and revenue recognition. While we believe that the estimates and assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from these estimates.

Revenue recognition

We recognize revenue from rendering of services over a period of time as the customer simultaneously consumes the benefit of the service while it is being rendered reflecting the amount of consideration to which the Company has a right to invoice. As part of rendering of services, the Company also provides rental equipment and personnel. Using practical expedients under Accounting Standards Update (“ASU”) 2014-09, the Company has elected not to separate non-lease components from the associated lease components and account for the combined component in accordance with the ASU 2014-09 with recognition over a period of time.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Revenue from the sale of goods is generally recognized at the point in time when the control has passed onto the customer which generally coincides with delivery and installation, where applicable.

Where contractual arrangements contain multiple performance obligations, we analyze each performance obligation within the sales arrangement to determine whether they are distinct. The revenue for contracts involving multiple performance obligations is allocated to each distinct performance obligation based on relative selling prices and is recognized on satisfaction of each distinct performance obligation. Further, a small number of our contracts contain penalty provisions for late delivery and installation of equipment, downtime or other equipment functionality. These penalties are typically percentage reductions in the total arrangement consideration, capped at a certain amount, or a reduction in the on-going service fee and are assessed as variable consideration in the contract.

Expro recognizes revenue for long-term construction-type contracts, involving significant design and engineering efforts in order to satisfy custom designs for customer-specific applications, on an over a period of time basis, using an input method, which represents the ratio of actual costs incurred to date on the project in relation to total estimated project costs. The estimate of total project costs has a significant impact on both the amount of revenue recognized as well as the related profit on a project. Revenue and profits on contracts can also be significantly affected by change orders and claims. Profits are recognized based on the estimated project profit multiplied by the percentage complete. Due to the nature of these projects, adjustments to estimates of contract revenue and total contract costs are often required as work progresses. Any expected losses on a project are recorded in full in the period in which they are identified.

Revenue is recognized to depict the transfer of promised services or goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or goods. We do not include tax amounts collected from customers in sales transactions as a component of revenue.

Foreign currency transactions

The functional currency of all our subsidiaries is the USD. Gains and losses resulting from remeasurement of foreign currency denominated monetary assets and liabilities are included in the consolidated statements of operations as incurred. Gains and losses resulting from transactions denominated in a foreign currency are also included in the consolidated statements of operations as incurred.

Interest and finance expense, net

Our interest and finance expense primarily consists of interest and other costs that we incur in connection with our revolving credit facility and finance lease liabilities. Costs incurred that are directly related to the raising of debt financing, together with any original issue discount or premium, are capitalized and recognized over the term of the loan or facility, using the effective interest method other than for those debt instruments that we elect to account for under the fair value option, in which case such costs are expensed in the period incurred. All other finance costs are expensed in the period they are incurred.

Income taxes

We use the asset and liability method to account for income taxes whereby we calculate the deferred tax asset or liability account balances using tax laws and rates in effect at that time. Under this method, the balances of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Valuation allowances are recorded to reduce gross deferred tax assets when it is more likely than not that some portion or all of the gross deferred tax assets will not be realized. In determining the need for valuation allowances, we have made judgments and considered estimates regarding estimated future taxable income and ongoing achievable tax planning strategies. These estimates and judgments include some degree of uncertainty therefore changes in these estimates and assumptions could require us to adjust the valuation allowances for our deferred tax assets accordingly. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

We operate in over 50 countries and are subject to domestic and numerous foreign taxing jurisdictions. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of income, deductions, and tax credits. Changes in tax laws, regulations or agreements in each taxing jurisdiction could have an impact on the amount of income taxes that we provide during any given year.

In line with U.S. GAAP, we recognize the effects of a tax position in the consolidated financial statements when it is more likely than not that, based on the technical merits, some level of tax benefit related to a tax position will be sustained upon audit by tax authorities.

Cash, cash equivalents and restricted cash

We consider all highly liquid instruments with original maturities of three months or less at the time of purchase to be cash equivalents. Restricted cash primarily relates to bank deposits which have been pledged as cash collateral for certain guarantees issued by various banks or minimum cash balances which must be maintained in accordance with contractual arrangements.

Accounts receivable, net

Accounts receivable represents customer transactions that have been invoiced as of the balance sheet date and unbilled receivables relating to customer transactions that have not yet been invoiced as of the balance sheet date. The carrying value of our receivables, net of expected credit losses, represents the estimated net realizable value. We have an extensive global customer base comprised of a large number of international oil companies, national oil companies, independent exploration and production companies and service partners that operate in all major oil and gas locations around the world. We estimate reserves for expected credit losses using information about past events, current conditions and risk characteristics of customers, and reasonable and supportable forecasts relevant to assessing risk associated with the collectability of accounts and unbilled receivables. Past-due receivables are written off when our internal collection efforts have been unsuccessful.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost comprises direct materials and where applicable, direct labor costs and overheads that have been incurred in bringing the inventories to their current location and condition which are calculated using the average cost method.

We regularly evaluate the quantities and values of our inventories in light of current market conditions, market trends and other factors, and record inventory write-downs as appropriate. This evaluation considers historical usage, expected demand, product obsolescence and other factors. Market conditions are subject to change, and actual consumption of our inventory could differ from expected demand.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Impairment of long-lived assets

We assess long-lived assets, including our property, plant and equipment, for impairment whenever events or changes in business circumstances arise that may indicate that the carrying amount of our long-lived assets may not be recoverable. These events and changes can include significant current period operating losses or negative cash flows associated with the use of a long-lived asset, or group of assets, combined with a history of such factors, significant changes in the manner of use of the assets, and current expectations that it is more likely than not that a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, we compare undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying values are in excess of undiscounted expected future cash flows, we measure any impairment by comparing the fair value of the asset or asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted projected cash flow analysis of the asset or asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market for similar assets. If the fair value of an asset or asset group is determined to be less than the carrying amount of the asset or asset group, an impairment equal to the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment, and projections may vary from the cash flows eventually realized, which could impact our ability to accurately assess whether an asset has been impaired.

We consider a long-lived asset to be abandoned after we have ceased use of such asset and we have no intent to use or re-purpose the asset in the future.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Cost includes the price paid to acquire or construct the asset, required installation costs, interest capitalized during the construction period and any expenditure that substantially adds to the value of the asset, substantially upgrades the assets for an enhanced use or substantially extends the useful life of an existing asset. We expense costs related to the routine repair and maintenance of property, plant and equipment at the time we incur them. We capitalize interest as part of the cost of acquiring or constructing certain assets, to the extent incurred, during the period of time required to place the property, plant and equipment into service.

When properties or equipment are sold, retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the books and the resulting gain or loss is recognized on the consolidated statements of operations.

We begin depreciation for such assets, including any related capitalized interest, once an asset is placed into operational service. We consider an asset to be placed into operational service when the asset is both in the location and condition for its intended use. We compute depreciation expense, with the exception of land, using the straight-line method on a net cost basis over the estimated useful lives of the assets, as presented in the table below.

Land improvement 12 years

Buildings Up to 40 years

Plant and equipment 2 to 12 years

Useful lives and residual values are reviewed annually and where adjustments are required these are made prospectively. For property, plant and equipment that has been placed into service, but is subsequently idled, we continue to record depreciation expense during the idle period. We adjust the estimated useful lives of the idled assets if the estimated useful lives have changed.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Goodwill

Goodwill is not subject to amortization and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. A qualitative assessment is allowed to determine if goodwill is potentially impaired. We have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. The qualitative assessment determines whether it is more likely than not that a reporting unit’s fair value is less than it’s carrying amount. If it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then a quantitative impairment test is performed. The quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss. The test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference. We complete our assessment of goodwill impairment as of October 31 each year.

Intangible assets, net

Identifiable intangible assets are amortized using the straight-line method over the estimated useful lives of the assets, ranging from one year to fifteen years. We evaluate impairment of our intangible assets on an asset group basis whenever circumstances indicate that the carrying value may not be recoverable. Intangible assets deemed to be impaired are written down to their fair value using a discounted cash flow model and, if available, comparable market values. Our intangible assets are primarily associated with trademarks, customer relationships and contracts (“CR&C”), technology, and software.

Investments in joint ventures

We use the equity method of accounting for our equity investments where we hold more than 20% of the ownership interests of an investee that does not constitute a controlling interest or where we have the ability to significantly influence the operations or financial decision of the investee. Such equity investments are carried on the consolidated balance sheets at cost plus post-acquisition changes in our share of net income, less dividends received and less any impairments. Our consolidated statements of operations reflect our share of income from the joint ventures’ results after tax. Any goodwill arising on the acquisition of a joint venture, representing the excess of the cost of the investment compared to the Company’s share of the net fair value of the acquired identifiable net assets, is included in the carrying amount of the joint venture and is not amortized.

The Company evaluates its investments in joint ventures for potential impairment whenever events or changes in circumstances indicate that there may be a loss in the value of each investment that is other than temporary.

The results of the joint ventures are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies used in line with those of the Company, to take into account fair values assigned at the date of acquisition; and to reflect impairment losses where appropriate. Adjustments are also made in our consolidated financial statements to eliminate our share of unrealized gains and losses on transactions between us and our joint ventures.

Fair value measurements

We measure certain financial assets and liabilities at fair value at each balance sheet date and, for the purposes of impairment testing, use fair value to determine the recoverable amount of our non-financial assets.

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by us. Accounting standards include disclosure requirements around fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value is reported in one of three levels:

Level 1 – Valuation techniques in which all significant inputs are unadjusted quoted market prices from active markets for identical assets or liabilities being measured;

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Level 2 – Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques; and

Level 3 – Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect our own assumptions about the assumptions that market participants would use to price an asset or liability.

When available, we use quoted market prices to determine the fair value of an asset or liability. We determine the policies and procedures for both recurring fair value measurements and non-recurring fair value measurements, such as impairment tests.

At each reporting date, we analyze the movements in the values of assets and liabilities which are required to be remeasured or reassessed as per our accounting policies.

For the purpose of fair value disclosures, we have determined classes of assets and liabilities based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Leases

We have operating and finance leases primarily related to real estate, transportation and equipment. We determine if an arrangement is a lease at inception. Upon commencement of a lease, we recognize an operating lease right-of-use asset (“ROU Asset”) and corresponding operating lease liability based on the then present value of all lease payments over the lease term. ROU Assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligations to make lease payments arising from the lease. The accounting for some of our leases may require significant judgments, which includes determining the incremental borrowing rates to utilize in our net present value calculation of lease payments for lease agreements which do not provide an implicit rate, and assessing the likelihood of renewal or termination options, which are considered as part of assessing the lease term if the extension or termination is deemed to be reasonably certain.

Leases which meet the criteria of a finance lease in accordance with Accounting Standards Codification (“ASC”) 842Leases are capitalized and included in “Property, plant and equipment, net” and “Finance lease liabilities” on the consolidated balance sheets. Our lease contracts generally do not provide any guaranteed residual values. Payments related to finance leases are apportioned between the reduction of the lease liability and finance expense in the consolidated statement of operations so as to achieve a constant rate of interest on the remaining balance of the liability. Leases which do not meet the definition of a finance lease are classified as operating leases and are included in Operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets. Lease expense is recognized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term.

We do not separate lease and non-lease components for all classes of leased assets. Also, leases with an initial term of one year or less are not recorded on the consolidated balance sheets.

Post-retirement benefits

Defined Benefit Plans

The cost of providing benefits under defined benefit plans are determined separately for each plan using the projected unit credit method, which attributes entitlement to benefits to the current and prior periods. Both current and past service costs are recognized in net loss as they arise.

The interest element of the defined benefit cost represents the change in present value of plan obligations resulting from the passage of time and is determined by applying a discount rate to the opening present value of the benefit obligation, taking into account material changes in the obligation during the current period. The expected return on plan assets is based on an assessment made at the beginning of the year of long-term market returns on plan assets, adjusted for the effect on the fair value of plan assets of contributions received and benefits paid during the current period.

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Notes to the Consolidated Financial Statements

We initially recognize actuarial gains and losses as other comprehensive income in the year they arise. Where the net cumulative actuarial gains or losses for a plan exceeds 10 percent of that plan’s gross pension liability, or asset if higher, the amount of gains or losses above the 10 percent threshold are recognized in the consolidated statement of operations as a component of net pension costs (over the expected remaining working lives of the plan’s active participants or the remaining lives of plan members in the event the plan is no longer active), which is included in “Cost of revenue, excluding depreciation and amortization.”

The defined benefit pension asset or liability on the consolidated balance sheets includes the total of the present value of the defined benefit obligation computed using a discount rate based on high quality corporate bonds, less, the fair value of plan assets out of which the obligations are to be settled directly for each plan (excluding those from annuity policies as such amounts have an immaterial impact on our consolidated financial statements). Fair value is based on market price information and, in the case of quoted securities, is the published bid price.

Defined Contribution Plans

The costs of providing benefits under a defined contribution plan are expensed at the time contributions become payable to the respective plan.

Stock-based compensation

Effective May 25, 2022 the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan (the “2022 LTIP” plan) was adopted and established by the Board and approved by the Company’s stockholders and superseded existing plans. Pursuant to the 2022 LTIP, stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights and other types of equity and cash incentive awards may be granted to employees, non-employee directors and consultants.

Stock-based compensation expense is measured at the grant date of the share-based awards based on their fair value. Stock-based compensation expense is recognized on a straight-line basis over the vesting period and is included in cost of revenue and general and administrative expenses in the consolidated statements of operations. We do not estimate expected forfeitures, but recognize them as they occur.

The grant date fair value of the RSUs, which are not entitled to receive dividends until vested, is measured by reducing the Company’s closing stock price as of the day before the grant date by the present value of the dividends expected to be paid during the requisite vesting period, discounted at the appropriate risk-free interest rate. The grant date fair value and compensation expense of Performance Restricted Stock Unit (“PRSU”) grants is estimated based on a Monte Carlo simulation using the Company’s closing stock price as of the day before the grant date.

Research and development

Research and development costs are expensed as incurred and relate to spending for new product development and innovation and includes internal engineering, materials and third-party costs. We incurred $13.4 million, $17.2 million and $11.4 million of research and development costs for the years ended December 31, 2025, 2024 and 2023, respectively, which are included in “Cost of revenue, excluding depreciation and amortization” in the consolidated statements of operations.

Earnings (loss) per share

Basic earnings (loss) per share excludes dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities to issue common stock were exercised or converted to common stock.

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Notes to the Consolidated Financial Statements

Recent accounting pronouncements

Accounting guidance adopted

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 December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The Company has adopted this standard on a prospective basis which resulted in disclosure changes only. See Note 7 “Income taxes”for further detail.

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 is 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 an immaterial impact on our consolidated financial position, results of operations and cash flows.

3. Business combinations and dispositions

PRT Offshore

On October 2, 2023 (the “PRT Closing Date”), Professional Rental Tools, LLC (“PRT” or “PRT Offshore”), was acquired (the “PRT Acquisition”) from PRT Partners, LLC by our wholly owned subsidiary, EPSH. The acquisition will enable Expro to expand its portfolio of cost-effective, technology-enabled services and solutions within the subsea well access sector in the North and Latin America region and is expected to accelerate the growth of PRT Offshore’s surface equipment offering in the Europe and Sub-Saharan Africa and Asia Pacific regions. The fair value of consideration for the PRT Acquisition was $90.8 million, including cash consideration of $21.6 million, net of cash received, equity consideration of $40.9 million, and contingent consideration of $13.2 million. As of December 31, 2023, we had accrued $1.5 million of the cash consideration related to standard holdback provisions. During the second quarter of 2024, we paid $0.6 million for the settlement of the true-up for working capital adjustments.

The contingent consideration arrangement required the Company to pay the former owners of PRT additional consideration based on PRT’s financial performance during the four quarters following closing. The fair value of the contingent consideration arrangement of $13.2 million was estimated by applying the income approach and was reflected in “Other current liabilities” on the consolidated balance sheets. 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 PRT 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 PRT 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. The contingent consideration was settled for $18.4 million and was paid during the fourth quarter of 2024.

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Notes to the Consolidated Financial Statements

The PRT 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 PRT’s assets acquired and liabilities assumed.

The following table sets forth the preliminary allocation of the PRT Acquisition consideration exchanged to the fair value of identifiable tangible and intangible assets acquired and liabilities assumed as of the PRT 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):

Operating lease right-of-use assets 1,242 - 1,242

Accounts payable and accrued liabilities 8,621 - 8,621

Operating lease liabilities 505 - 505

Non-current operating lease liabilities 678 - 678

The preliminary valuation of the assets acquired and liabilities assumed, including other liabilities, in the PRT Acquisition initially resulted in a goodwill of $18.6 million. During 2024, the Company finalized the valuation and recorded measurement period adjustments to its preliminary estimates due to additional information received primarily related to a customary purchase price adjustment. The measurement period adjustments resulted in an increase in goodwill of $0.9 million, for final total goodwill associated with the PRT Acquisition of $19.5 million.

The fair values of identifiable intangible assets were prepared using an income valuation approach, which requires a forecast of expected future cash flows either using the relief-from royalty method or the multi-period excess earnings method, which are discounted to approximate their current value. The estimated useful lives are based on management’s historical experience and expectations as to the duration of time that benefits from these assets are expected to be realized. The cost approach was used to determine the fair value of property, plant and equipment.

The intangible assets will be amortized on a straight-line basis over an estimated 5 to 15 years life. We expect annual amortization to be approximately $3.3 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 PRT Acquisition consists largely of the synergies and economies of scale expected from the acquired customer relationships and contracts. The goodwill will be evaluated at least annually for impairment or more frequently if impairment indicators are present.

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Notes to the Consolidated Financial Statements

Coretrax

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.

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 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.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

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.

Cash and cash equivalents $ 9,315 $ - $ 9,315

Operating lease right-of-use assets 2,581 - 2,581

Accounts payable and accrued liabilities 25,529 - 25,529

Operating lease liabilities 825 - 825

Non-current operating lease liabilities 1,756 - 1,756

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 will be evaluated at least annually for impairment or more frequently if impairment indicators are present.

Revenue and earnings of the acquirees

The results of operations for the Coretrax Acquisition since the Coretrax Closing Date have been included in our consolidated financial statements for the year ended December 31, 2024. The amount of revenue of Coretrax included in the accompanying consolidated statements of operations was approximately $88.2 million for the year ended December 31, 2024.

Supplemental pro forma financial information

The Company has determined the estimated unaudited pro forma financial information to be immaterial for the years ended December 31, 2024 and 2023, assuming the PRT Acquisition had been completed as of January 1, 2023 and Coretrax Acquisition had been completed as of January 1, 2024. This is not necessarily indicative of the results that would have occurred had the PRT Acquisition and Coretrax Acquisition been completed on the respective dates indicated or of future operating results.

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Notes to the Consolidated Financial Statements

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 December 31, 2025 and 2024, were as follows (in thousands):

Level 1 Level 2 Level 3 Total

Assets:

Non-current accounts receivable, net $ - $ 7,432 - $ 7,432

Liabilities:

Contingent consideration liabilities - - 9,470 9,470

Level 1 Level 2 Level 3 Total

Assets:

Non-current accounts receivable, net $ - $ 7,432 - $ 7,432

Liabilities:

Contingent consideration liabilities - - 11,026 11,026

We have certain contingent consideration liabilities related to acquisitions which are measured at fair value using Level 3 inputs. The amount of contingent consideration 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 consolidated statement of operations within “Severance and other expense.”

Non-recurring Basis

We apply the provisions of the fair value measurement standard to our non-recurring, non-financial measurements including business combinations and assets identified as held for sale, as well as impairment related to goodwill and other long-lived assets. For business combinations, the purchase price is allocated to the assets acquired and liabilities assumed based on a discounted cash flow model for most intangibles as well as market assumptions for the valuation of equipment and other fixed assets.

Goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. A qualitative assessment is allowed to determine if goodwill is potentially impaired. We have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. The qualitative assessment determines whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then a quantitative impairment test is performed. The quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss. The test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference.

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Notes to the Consolidated Financial Statements

When conducting an impairment test on long-lived assets, other than goodwill, we first compare estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount. If the undiscounted cash flows are less than the asset’s carrying amount, we then determine the asset’s fair value by using a discounted cash flow analysis. These analyses are based on estimates such as management’s short-term and long-term forecast of operating performance, including revenue growth rates and expected profitability margins, estimates of the remaining useful life and service potential of the asset, and a discount rate based on our weighted average cost of capital. For assets that meet the criteria to be classified as held for sale, a market approach is used to determine fair value based on third-party appraisal reports.

The impairment assessments discussed above incorporate inherent uncertainties, including projected commodity pricing, supply and demand for our services and future market conditions, which are difficult to predict in volatile economic environments and could result in impairment expense in future periods if actual results materially differ from the estimated assumptions utilized in our forecasts. If crude oil prices decline significantly and remain at low levels for a sustained period of time, we could be required to record an impairment of the carrying value of our long-lived assets in the future which could have a material adverse impact on our operating results. Given the unobservable nature of the inputs, the discounted cash flow models are deemed to use Level 3 inputs.

Goodwill

During the year ended December 31, 2025, we identified an indicator of impairment due to the decline in our stock price during the first quarter. As such, we performed a quantitative goodwill impairment assessment as of March 31, 2025 and determined that the fair value was in excess of the carrying value for each reporting unit. Additionally, we performed a qualitative goodwill impairment assessment for our annual assessment as of October 31 and determined there were not any factors that indicated the fair value was more likely than not reduced below the carrying value of each reporting unit.

For the years ended December 31, 2024 and 2023, we performed a quantitative goodwill impairment assessment as of our annual testing date and determined that the fair value was substantially in excess of the carrying value for each reporting unit. Accordingly, no impairment expense related to goodwill was recorded during the years ended December 31, 2025, 2024 and 2023.

In performing our quantitative goodwill impairment assessments, we used the income approach and the market approach to estimate the fair value of our reporting units. The income approach estimates the fair value by discounting the reporting unit’s estimated future cash flows using an estimated discount rate, or expected return, that a marketplace participant would have required as of the valuation date. The market approach includes the use of comparative multiples to corroborate the discounted cash flow results and involves significant judgment in the selection of the appropriate peer group companies and valuation multiples. Under the income approach, we utilized third-party valuation advisors to assist us with these valuations. These analyses included significant judgment, including significant Level 3 assumptions related to management’s short-term and long-term forecast of operating performance, discount rates based on our estimated weighted average cost of capital, revenue growth rates, profitability margins and capital expenditures.

Long-lived Assets

The Company did not identify any indicators of impairment related to our long-lived assets during the years ended December 31, 2025, 2024 and 2023.

Financial Instruments

The estimated fair values of the Company’s financial instruments have been determined at discrete points in time based on relevant market information. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and accrued liabilities and interest-bearing loans. The carrying amounts of the Company’s financial instruments other than interest bearing loans approximate fair value due to the short-term nature of the items. The Company has $79.1 million of outstanding borrowings on its interest-bearing loan as of December 31, 2025.

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Notes to the Consolidated Financial Statements

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 presents 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

Equity in income of joint ventures 16,836

Depreciation and amortization expense (192,106 )

Merger and integration expense (6,161 )

Severance and other expense (28,527 )

Stock-based compensation expense (29,172 )

Foreign exchange gain 916

Other income, net 2,646

Interest and finance expense, net (14,281 )

Income before income taxes $ 86,339

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Notes to the Consolidated Financial Statements

NLA ESSA MENA APAC Consolidated

Equity in income of joint ventures 16,422

Depreciation and amortization expense (163,468 )

Merger and integration expense (16,334 )

Severance and other expense (17,048 )

Stock-based compensation expense (26,352 )

Foreign exchange losses (13,613 )

Other expenses, net (105 )

Interest and finance expense, net (12,517 )

Income before income taxes $ 97,966

NLA ESSA MENA APAC Consolidated

Equity in income of joint ventures 12,853

Depreciation and amortization expense (172,260 )

Merger and integration expense (9,764 )

Severance and other expense (14,388 )

Stock-based compensation expense (19,574 )

Foreign exchange losses (9,238 )

Other income, net 1,234

Interest and finance expense, net (3,943 )

Income before income taxes $ 20,947

We are a Netherlands based company and we derive our revenue from services and product sales to customers primarily in the oil and gas industry. No single customer accounted for more than 10% of our revenue for the year ended December 31, 2025. One customer in our ESSA segment accounted for 10.5% and 12.5% of our revenue in the years ended December 31, 2024 and 2023, respectively. The revenue generated in the Netherlands was immaterial for the years ended December 31, 2025, 2024 and 2023. The revenue generated in the U.S. was 19.3%, 17.6% and 18.4% of total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. Other than the U.S., no individual country represented more than 10% of our revenue for the years ended December 31, 2025, 2024 and 2023.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

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:

December 31,

The following table presents our capital expenditures disaggregated by our operating segments (in thousands):

Year Ended December 31,

6. Revenue

Disaggregation of revenue

We disaggregate our revenue from contracts with customers by geography, as disclosed in Note 5 above, 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 areas of capability.

The following table sets forth the total amount of revenue by areas of capability as follows (in thousands):

Year Ended December 31,

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 customers’ payments, which results in the recognition of 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 obligations to transfer goods or services to customers for which the Company has received consideration, in full or part, from the customer.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Contract balances consisted of the following as of December 31, 2025 and December 31, 2024 (in thousands):

December 31,

Contract assets (included within accounts receivable, net) $ 10,337 4,353

Deferred revenue (included within other liabilities) $ 17,132 $ 7,108

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 $2.6 million, $25.3 million and $49.8 million for the years ended December 31, 2025, 2024 and 2023, respectively, out of the deferred revenue balance as of the beginning of the applicable year.

As of December 31, 2025, $16.0 million of our deferred revenue was classified as current and is included in “Other current liabilities” on the consolidated balance sheets, with the remainder classified as non-current and included in “Other non-current liabilities” on the 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 December 31, 2025.

7. Income taxes

The components of income tax expense for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands):

Year Ended December 31,

Current tax:

Deferred tax:

Netherlands - - -

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

The Netherlands and foreign components of income from continuing operations before income taxes and equity in income of joint ventures for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands):

Year Ended December 31,

XPRO US Equity

XPRO · 10-K · period ended 2025-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Item 8. Financial Statements and Supplementary Data

XPRO US Equity☆

XPRO · 10-K · period ended 2025-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Item 8. Financial Statements and Supplementary Data

XPRO US Equity