Form 8-K

8-K — Expro Ltd

Accession: 0001437749-26-024555

Filed: 2026-07-28

Period: 2026-07-28

CIK: 0002126198

SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — xprol20260701_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_983828.htm)

GRAPHIC (exprologo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: xprol20260701_8k.htm · Sequence: 1

xprol20260701_8k.htm

false

0002126198

2026-07-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

July 28, 2026

Date of Report (Date of earliest event reported)

Expro Ltd

(Exact name of Registrant as specified in its charter)

Cayman Islands

001-43399

98-1929155

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1311 Broadfield Boulevard, Suite 400

Houston, TX

77084

(Address of principal executive offices)

(Zip Code)

(713) 463-9776

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, par value $0.0001 per share

XPRO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 28, 2026, Expro Ltd (the “Company”) announced its results for the quarter ended June 30, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01 Regulation FD Disclosure.

In addition, on July 28, 2026, the Company posted a presentation on the Company’s website, www.expro.com, under “Investor Relations”.

Also, management of the Company anticipates participating in, and presenting at, upcoming meetings with certain investors. A copy of the second quarter 2026 investor presentation materials to be generally used in connection with such presentations and meetings has been posted on the Investors section of the Company’s website.

Further, the Company updated its Interactive Analyst Center on its website to include second quarter 2026 financial results. The Interactive Analyst Center is designed to enable investors and analysts to view, chart and download the Company’s actual and historical pro forma financial and operating information. The Company routinely posts announcements, updates, presentations and other investor information on its website, including downloadable financial data and/or operating metrics that may be posted from time to time in the future.

The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 (the “Securities Act”).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description of the Exhibit

99.1

Press Release dated July 28, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXPRO LTD

Date: July 28, 2026

By:

/s/ Sergio L. Maiworm Jr.

Sergio L. Maiworm, Jr.

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_983828.htm · Sequence: 2

ex_983828.htm

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

Expro Announces Second Quarter 2026 Results

HOUSTON - July 28, 2026 – Expro Ltd (NYSE: XPRO) (the “Company” or “Expro”) today reported financial and operational results for the three months ended June 30, 2026.

Second Quarter 2026 Highlights

•

Revenue was $393 million

•

Net income of $2 million

•

Adjusted EBITDA1 of $$76 million with an Adjusted EBITDA margin1 of 19.3%

•

Cash flow from operations of $81 million, or 20.7% of revenues

•

Adjusted free cash flow1 of $56 million

•

Share repurchases of approximately $20 million (1.3 million shares at an average $15.42 per share)

•

Liquidity at the end of the quarter stood at $492 million

Michael Jardon, Chief Executive Officer, commented, “Our second quarter results reflect a good sequential increase coming out of a seasonally low first quarter. This is despite the impacts caused by the Middle East conflict that tempered our second quarter results.

"During the quarter we continued to execute across our disciplined capital allocation framework. The Company’s capital allocation centers around investing in the business, maintaining a solid financial position, M&A, and returning cash to shareholders through share repurchases. All of these were achieved during the second quarter of 2026. The Company invested roughly $30 million in capital expenditures funding accretive and high-return projects, announced the acquisition of Enhanced Drilling, and maintained a strong balance sheet. Specifically, on returning cash to shareholders, the Company repurchased approximately $20 million or 1.3 million shares during the second quarter. This brings the year-to-date repurchases to approximately 2.5 million shares, representing approximately $40 million of cash returned to shareholders. The significance is that Expro is already very close to achieving its annual goal of returning at least one-third of free cash flow to shareholders.

“With regards to the Middle East, the conflict and its impacts on our operations have persisted longer than we had previously anticipated. That said, we have been more positive on the developing medium-to-long-term outlook for our business. Increasing subsea trees orders and offshore rig utilization reinforce the view of a strengthening offshore market. We believe this will result in a more robust activity set for Expro in the coming years. Furthermore, operators are placing greater emphasis on technology-enabled efficiency gains, which I believe is one of our strengths and a reason why they chose Expro as their service provider. Along those lines, we recently closed on the Enhanced Drilling acquisition which adds a differentiated technological capability to our service portfolio. Finally, our commitment to driving efficiency gains does not stop with our customers. We are continually evaluating what we can do to drive further efficiency gains of our own, through cost control and other various internal initiatives.”

1. A non-GAAP measure.

Free Cash Flow

Expro generated $81 million in net cash provided by operating activities in the second quarter of 2026. After capital expenditures of $31 million, Expro generated $50 million of free cash flow and $56 million of Adjusted free cash flow in the second quarter of 2026.

Management believes that Adjusted free cash flow better reflects the Company’s performance by excluding one-time items, in line with corporate finance principles.

Three Months Ended

Six Months Ended

June 30,

2026

Total revenue

$393,182

$760,755

Net cash provided by operating activities

81,462

106,746

Less: Capital expenditures

(31,184

)

(56,948

)

Free cash flow

50,278

49,798

Add: Merger and integration expense (*)

3,634

3,922

Add: Severance and other expense (*)

2,572

5,798

Adjusted free cash flow

56,484

59,518

(*)

Expenses directly referenced on the condensed consolidated statements of operations.

Shareholder Return

During the second quarter of 2026, the Company repurchased approximately 1.3 million shares at an average price of $15.42 per share, resulting in approximately $20 million of share repurchases. After the share repurchases during the first and second quarters of 2026, the Company has approximately $60 million remaining under its current Board of Directors share repurchase authorization to acquire up to $100 million of outstanding shares. For the full year 2026, Expro remains committed to utilizing at least 33% of the annual Adjusted free cash flow generated for capital returns to shareholders.

Drive25 and Additional Cost Efficiency Programs

Expro has successfully completed all internal projects as part of the Company’s Drive 25 self-help program. As expected, Expro expects to fully realize more than $40 million of structural cost removals in 2026.

Additionally, Expro remains focused on driving ongoing efficiency improvements and further optimizing its cost base. As part of its continuous portfolio review process, the Company is assessing targeted actions across selected geographies and product lines to improve returns, enhance operating leverage, and support sustained margin expansion and free cash flow growth.

Short-Term Outlook

While the geopolitical situation in the Middle East remains uncertain, volatile, and has temporarily moderated the pace of the projected activity growth for Expro in high-margin businesses in the region, we have been encouraged by the resilience of our MENA operations, which has performed strongly despite the ongoing disruption.

Importantly, the fundamental thesis underpinning our outlook for 2026 remains firmly intact. We continue to see a significant step-change in Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted free cash flow performance during the second half of the year. We expect these will be driven by the continued execution of our strategic initiatives, strong operating leverage across the business, and five months of contribution from the recently completed Enhanced Drilling acquisition.

While our outlook conservatively reflects the near-term impacts of the regional conflict and a gradual recovery in activity levels, we expect second-half of 2026 Adjusted EBITDA margins to exceed 24%, with fourth-quarter margins exceeding 26%, representing a substantial improvement versus the first half of the year. We remain focused on the factors within our control, including disciplined execution, portfolio optimization, and operational efficiency initiatives, all of which support our long-term objective of delivering sustainable earnings growth, expanding margins, and increasing free cash flow generation.

Financial Guidance

Based upon the prevailing conflict in the Middle East and the recent closing of the Enhanced Drilling acquisition we have updated our financial guidance. With regards to the disruptions from the Middle East conflict, we expect there will be quarterly impacts throughout the remainder of 2026, however, not to the same extent as experienced during the second quarter. With regards to the Enhanced Drilling acquisition, we will include five months of operations in our 2026 results.

For the second half of 2026, we still see tangible sequential increases in our quarterly results driven by:

1) our NLA segment in the fourth quarter with subsea well access and well flow management work and tubular sales in the Gulf of America, and well intervention and integrity work in Colombia,

2) our MENA segment with a sizeable production solutions project scheduled in the fourth quarter in North Africa, as well as some equipment sales in the region,

3) our APAC region with well construction and well flow management projects, accompanied by subsea equipment sales in China, and

4) the inclusion of five months of Enhanced Drilling’s operations during the second half of 2026.

Previously, we had expected our operations in the Middle East countries to normalize during the back half of the year, which would have been additive to the results in the second half of 2026. As mentioned above, those expectations have changed with some of the impacts now expected through year end. Additionally, we had anticipated our Coretrax product line to generate incremental contributions across our geographic segments, particularly in Middle East where that product line has its largest exposure. Now however, the amount of the expected incremental contributions coming from Coretrax is lower than previously anticipated. Both of these factors serve to moderate our previous annual expectations.

To account for these uncertainties, we are taking a conservative approach to our revised guidance; however, we do expect to be able to capture some upside above these estimates in the second half of the year, particularly in the fourth quarter.

Three Months Ended

Full Year Ended

Prior Guidance Full Year Ended

September 30,

December 31,

(in millions)

2026

Revenue

$435 - $455

$1,650 - $1,700

$1,600 - $1,650

Adjusted EBITDA

$90 - $100

$355 - $365

$355 - $375

Capital expenditure

$110 - $120

Adjusted free cash flow

$135 - $145

$125 - $145

Other Financial Information

As of June 30, 2026, Expro’s consolidated cash and cash equivalents, including restricted cash, totaled $200 million, and the Company’s total liquidity stood at $492 million. Total liquidity includes $292 million available for drawdowns as loans under the Company’s revolving credit facility. The Company had outstanding long-term borrowings of $79 million as of June 30, 2026.

On April 1, 2026, Expro’s Board of Directors unanimously approved a plan to change the Company’s corporate domicile from the Netherlands to the Cayman Islands (the “Redomicile”). The proposals related to the Redomicile were approved by a shareholder vote during the Company’s Annual Shareholder Meeting on June 10, 2026. The Redomicile was completed on July 13, 2026.

On July 23, 2026, Expro closed on the acquisition of Enhanced Drilling. Under the terms of the agreement Expro purchased Enhanced Drilling for approximately 2 billion Norwegian kroner (“NOK”) in cash (approximately $215 million) plus customary closing and working capital adjustments.

The financial measures provided that are not presented in accordance with GAAP are defined and reconciled to their most directly comparable GAAP measures. Please see “Use of Non-GAAP Financial Measures” and the reconciliations to the nearest comparable GAAP measures.

Additionally, downloadable financials are available in the Investor section of www.expro.com.

Notable Awards and Achievements

Middle East and North Africa (MENA)

•

In Iraq, the Company secured a contract for its SONAR Flow Sur1rveillance. The SONAR solution enables a comprehensive field wide production surveillance and evaluation, providing timely data to support operational optimization and reservoir management.

•

In Oman, Expro secured a QPulseTM campaign on a gas condensate field to provide production testing on existing infrastructure. QPulseTM delivers well performance data without the operational disruption of conventional production testing methods. This technology lowers the costs and risks of production testing for customers.

North and Latin America (NLA)

•

In Canada, Expro was awarded a multi-product line contract for a 14-well campaign with options for additional wells by a customer operating offshore Eastern Canada. The contract is expected to commence during the first half of 2027.

•

In Brazil, the Company entered into two three-year contracts to provide subsea landing string and tubular running services as well as cementing accessories.

Europe and Sub-Saharan Africa (ESSA)

•

the second quarter of 2026, this region secured over $250 million of contract awards – some for the extension of existing work, some for incremental work in the future.

•

In Azerbaijan, Expro extended existing contracts for subsea landing string and tubular running services.

Asia Pacific (APAC)

•

In Malaysia, the Company secured a three-year contract to continue to support a customer’s deepwater subsea program.

Technologies

•

Expro’s 1,250-ton XRDTM (Extended Range Drilling) Spider successfully completed all field trials with a major Gulf of America operator, culminating in a final wellbore cleanout run. The trials demonstrated reliable performance in demanding offshore conditions and confirmed the system’s operational readiness for broader deployment.

•

The Company utilized its subsea systems to complete a well abandonment campaign in the UK where Expro achieved 2,490 hours (104 days) with zero non-productive time; highlighting the Company’s equipment reliability and service discipline.

•

Expro has extended its capabilities in Namibia with the commissioning of a visual PVT system, which recently completed a major analysis campaign, providing in-country data, allowing the operator to accelerate the evaluation of their discovery.

Segment Results

Unless otherwise noted, the following discussion compares the quarterly results for the second quarter of 2026 to the results for the first quarter of 2026.

North and Latin America (NLA)

Revenue for the NLA segment was $129 million for the three months ended June 30, 2026, an increase of $1 million, or 1%, compared to $128 million for the three months ended March 31, 2026. The increase was primarily driven by higher well intervention revenue in Argentina and increased well construction activity in Brazil, partially offset by lower well intervention revenue in Colombia.

Segment EBITDA for the NLA segment was $26 million, or 20% of revenues, during the three months ended June 30, 2026, an increase of $0.1 million, or 1%, compared to $26 million, or 20%, of revenues during the three months ended March 31, 2026.

Europe and Sub-Saharan Africa (ESSA)

Revenue for the ESSA segment was $127 million for the three months ended June 30, 2026, an increase of $13 million, or 11%, compared to $114 million for the three months ended March 31, 2026. The increase in revenue was primarily attributable to higher well flow management activities in the United Kingdom and Norway, partially offset by lower well flow management revenue in Republic of the Congo.

Segment EBITDA for the ESSA segment was $34 million, or 27% of revenues, for the three months ended June 30, 2026, an increase of $3 million, or 8%, compared to $32 million, or 28% of revenues, for the three months ended March 31, 2026. The increase in Segment EBITDA was primarily attributable to higher revenue, partially offset by a decrease in segment EBITDA margin due to reduced work on higher margin projects.

Middle East and North Africa (MENA)

Revenue for the MENA segment was $90 million for the three months ended June 30, 2026, an increase of $8 million, or 10%, compared to $82 million for the three months ended March 31, 2026. The increase in revenue was primarily attributable to higher well construction revenue in Egypt.

Segment EBITDA for the MENA segment was $33 million, or 36% of revenues, for the three months ended June 30, 2026, an increase of $9 million, or 39%, compared to $24 million, or 29% of revenues, for the three months ended March 31, 2026. The increase in Segment EBITDA and Segment EBITDA margin is consistent with the increase in revenue and favorable activity mix.

Asia Pacific (APAC)

Revenue for the APAC segment was $47 million for the three months ended June 30, 2026, an increase of $3 million, or 7%, compared to $44 million for the three months ended March 31, 2026. The increase in revenue was primarily attributable to higher well intervention activities in Brunei and Malaysia and higher subsea well access revenue in Malaysia, partially offset by lower subsea well access activities in Australia.

Segment EBITDA for the APAC segment was $9 million, or 18% of revenues, for the three months ended June 30, 2026, an increase of $1 million compared to $7 million, or 16% of revenues, for the three months ended March 31, 2026.

Conference Call

The Company will host a conference call to discuss second quarter 2026 results on Tuesday, July 28, 2026, at 10:00 a.m. Central Time (11:00 a.m. Eastern Time).

Participants may also join the conference call by dialing:

U.S. Toll-Free: +1 (800) 715-9871

U.S./International: +1 (646) 307-1963

Access ID: 46235

To listen via live webcast, please visit the Investor section of www.expro.com.

The second quarter 2026 Investor Presentation is available in the Investor section of www.expro.com.

An audio replay of the webcast will be available on the Investor section of the Company’s website approximately three hours after the conclusion of the call and will remain available for a period of two weeks.

To access the audio replay telephonically:

Dial-In: U.S. Toll-Free:+1 (800) 770-2030 or U.S./International +1 (609) 800-9909

Access ID: 46235

Start Date: July 28, 2026, approximately 3:00 p.m. CT

End Date: August 11, 2026, 11:59 p.m. CT

A transcript of the conference call will be posted to the Investor relations section of the Company’s website as soon as practicable after the conclusion of the call.

About Expro

Working for clients across the entire well life cycle, Expro is a leading provider of energy services, offering cost-effective, innovative solutions and what the Company considers to be best-in-class safety and service quality. The Company’s extensive portfolio of capabilities spans well construction, well flow management, subsea well access, and well intervention and integrity.

With roots dating to 1938, Expro has approximately 7,000 employees and provides services and solutions to leading energy companies in both onshore and offshore environments in more than 60 countries.

For more information, please visit: www.expro.com and connect with Expro on X @ExproGroup and LinkedIn @Expro.

Contact

Dave Wilson - Vice President Investor Relations

+1 (281) 384-1544

InvestorRelations@expro.com

Forward Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this release include statements, estimates and projections regarding the outcome and benefits of the Enhanced Drilling acquisition, the Company’s ability to achieve the anticipated synergies as a result of the Enhanced Drilling acquisition, the Company’s ability to realize the potential strategic opportunities provided by, and realize the potential benefits of the Redomicile, and the Company’s future business strategy and prospects for growth, cash flows and liquidity, financial strategy, budget, projections, guidance and operating results. These statements are based on certain assumptions made by the Company based on management’s experience, expectations and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Forward-looking statements are not guarantees of performance. Although the Company believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. Moreover, such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Such assumptions, risks and uncertainties include the amount, nature and timing of capital expenditures, the availability and terms of capital, the level of activity in the oil and gas industry, volatility of oil and gas prices, unique risks associated with offshore operations (including the ability to recover, and to the extent necessary, service and/or economically repair any equipment located on the seabed), political, economic and regulatory uncertainties in international operations, the ability to develop new technologies and products, the ability to protect intellectual property rights, the ability to employ and retain skilled and qualified workers, the level of competition in the Company’s industry, global or national health concerns, including health epidemics, the possibility of a swift and material decline in global crude oil demand and crude oil prices for an uncertain period of time, future actions of foreign oil producers such as Saudi Arabia and Russia, inflationary pressures, international trade laws, tariffs, the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations, and other guidance

Such assumptions, risks and uncertainties also include the factors discussed or referenced in the “Risk Factors” section of the definitive Proxy Statement/Prospectus, dated April 21, 2026, and the Annual Report on Form 10-K of Expro Group Holdings N.V. (“Expro NV”) for the year ended December 31, 2025, in each case filed with the SEC, as well as other risks and uncertainties set forth in other filings with the SEC by the Company and Expro NV. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events, historical practice or otherwise, except as required by applicable law, and we caution you not to rely on them unduly.

Use of Non-GAAP Financial Measures

This press release and the accompanying schedules include the non-GAAP financial measures of Adjusted EBITDA, Adjusted EBITDA margin, contribution, contribution margin, free cash flow, free cash flow margin, adjusted free cash flow, adjusted free cash flow margin, adjusted net income (loss), and adjusted net income (loss) per diluted share, which may be used periodically by management when discussing financial results with investors and analysts. The accompanying schedules of this press release provide a reconciliation of these non-GAAP financial measures to their most directly comparable financial measure calculated and presented in accordance with GAAP. These non-GAAP financial measures are presented because management believes these metrics provide additional information relative to the performance of the business. These metrics are commonly employed by financial analysts and investors to evaluate the operating and financial performance of Expro from period to period and to compare such performance with the performance of other publicly traded companies within the industry. You should not consider Adjusted EBITDA, Adjusted EBITDA margin, contribution, contribution margin, free cash flow, free cash flow margin, adjusted free cash flow, adjusted free cash flow margin, adjusted net income (loss) and adjusted net income (loss) per diluted share in isolation or as a substitute for analysis of Expro’s results as reported under GAAP. Because Adjusted EBITDA, Adjusted EBITDA margin, contribution, contribution margin, free cash flow, free cash flow margin, adjusted free cash flow, adjusted free cash flow margin, adjusted net income (loss) and adjusted net income (loss) per diluted share may be defined differently by other companies in the industry, the presentation of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

(1) Expro defines Adjusted EBITDA as net income (loss) adjusted for (a) income tax expense, (b) depreciation and amortization expense, (c) severance and other expense, (d) merger and integration expense, (e) gain on disposal of assets, (f) other (income) expense, net, (g) stock-based compensation expense, (h) foreign exchange (gains) losses and (i) interest and finance (income) expense, net. Adjusted EBITDA margin reflects Adjusted EBITDA expressed as a percentage of total revenue.

(2) Free cash flow is defined as cash provided by (used in) operating activities less capital expenditures. Free cash flow margin is defined as free cash flow divided by total revenue, expressed as a percentage. Adjusted free cash flow is defined as cash provided by (used in) operating activities less capital expenditures, adjusted for merger and integration expense, severance and other expense (income) and other adjustments. Adjusted free cash flow margin reflects adjusted free cash flow expressed as a percentage of total revenue.

Please see the accompanying financial tables for a reconciliation of these non-GAAP measures to their most directly comparable GAAP measures.

Expro Group Holdings N.V.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data)

(Unaudited)

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

Total revenue

$393,182

$367,573

$422,740

$760,755

$813,612

Operating costs and expenses:

Cost of revenue, excluding depreciation and amortization expense

(311,158

)

(297,614

)

(319,981

)

(608,772

)

(625,473

)

General and administrative expense, excluding depreciation and amortization expense

(19,655

)

(17,894

)

(14,499

)

(37,549

)

(36,313

)

Depreciation and amortization expense

(45,792

)

(45,395

)

(46,716

)

(91,187

)

(92,137

)

Merger and integration expense

(3,634

)

(288

)

(2,267

)

(3,922

)

(4,007

)

Severance and other expense

(2,572

)

(3,226

)

(6,711

)

(5,798

)

(12,793

)

Total operating cost and expenses

(382,811

)

(364,417

)

(390,174

)

(747,228

)

(770,723

)

Operating income

10,371

3,156

32,566

13,527

42,889

Other (expense) income, net

(242

)

347

280

105

1,934

Interest and finance expense, net

(2,712

)

(1,551

)

(4,279

)

(4,263

)

(7,730

)

Income before taxes and equity in income of joint ventures

7,417

1,952

28,567

9,369

37,093

Equity in income of joint ventures

2,763

3,231

3,395

5,994

7,101

Income before income taxes

10,180

5,183

31,962

15,363

44,194

Income tax expense

(8,152

)

(6,217

)

(13,959

)

(14,369

)

(12,243

)

Net income (loss)

2,028

(1,034

)

18,003

994

31,951

Earnings (loss) per common share:

Basic

0.02

(0.01

)

0.16

0.01

0.28

Diluted

0.02

(0.01

)

0.16

0.01

0.27

Weighted average common shares outstanding:

Basic

113,098,653

113,624,307

115,444,915

113,360,028

115,829,219

Diluted

114,446,970

113,624,307

115,508,918

115,049,304

116,216,865

Expro Group Holdings N.V.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

June 30,

December 31,

2026

2025

Assets

Current assets

Cash and cash equivalents

199,531

196,093

Restricted cash

1,380

Accounts receivable, net

477,237

477,026

Inventories

170,586

167,895

Income tax receivables

38,181

31,654

Other current assets

98,202

86,287

Total current assets

983,772

960,335

Property, plant and equipment, net

514,613

523,157

Investments in joint ventures

79,779

78,706

Intangible assets, net

227,974

251,329

Goodwill

348,558

Operating lease right-of-use assets

77,796

72,777

Non-current accounts receivable, net

7,432

Post-retirement benefits

3,396

Other non-current assets

17,018

17,141

Total assets

2,260,338

2,259,435

Liabilities and stockholders’ equity

Current liabilities

Accounts payable and accrued liabilities

304,808

268,588

Income tax liabilities

54,131

51,111

Finance lease liabilities

1,540

2,359

Operating lease liabilities

20,317

18,225

Other current liabilities

99,835

103,379

Total current liabilities

480,631

443,662

Long-term borrowings

79,065

Deferred tax liabilities, net

15,154

19,513

Post-retirement benefits

314

Non-current finance lease liabilities

12,124

12,762

Non-current operating lease liabilities

58,259

56,103

Uncertain tax positions

73,355

77,890

Other non-current liabilities

36,198

36,003

Total liabilities

754,786

725,312

Common stock

8,570

8,559

Treasury stock

(154,153

)

(127,137

)

Additional paid-in capital

2,107,739

2,110,177

Accumulated other comprehensive income

17,931

18,053

Accumulated deficit

(474,535

)

(475,529

)

Total stockholders’ equity

1,505,552

1,534,123

Total liabilities and stockholders’ equity

2,260,338

2,259,435

Expro Group Holdings N.V.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Six Months Ended June 30,

2026

2025

Cash flows from operating activities:

Net income

994

31,951

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

91,187

92,137

Equity in income of joint ventures

(5,994

)

(7,101

)

Stock-based compensation expense

15,554

14,282

Elimination of unrealized loss on sales to joint ventures

260

Deferred taxes

(4,360

)

(16,049

)

Unrealized foreign exchange loss (gain)

3,127

(6,047

)

Changes in assets and liabilities:

Accounts receivable, net

(1,995

)

15,118

Inventories

(2,691

)

(9,020

)

Other assets

(11,921

)

(11,557

)

Accounts payable and accrued liabilities

34,852

(17,289

)

Other liabilities

(4,614

)

12,931

Income taxes, net

(8,042

)

(6,599

)

Dividends received from joint ventures

4,662

498

Other

(4,273

)

(3,333

)

Net cash provided by operating activities

106,746

89,922

Cash flows from investing activities:

Capital expenditures

(56,948

)

(54,316

)

Proceeds from disposal of assets

5,000

Net cash used in investing activities

(56,948

)

(49,316

)

Cash flows from financing activities:

Release of (cash pledged for) collateral deposits, net

113

(415

)

Proceeds from borrowings

1,794

Repurchase of common stock

(39,998

)

(15,033

)

Payment of withholding taxes on stock-based compensation plans

(5,003

)

(2,588

)

Repayment of financed insurance premium

(526

)

(4,955

)

Repayments of finance leases

(1,525

)

(887

)

Net cash used in financing activities

(45,145

)

(23,878

)

Effect of exchange rate changes on cash and cash equivalents

(2,560

)

6,095

Net increase to cash and cash equivalents and restricted cash

2,093

22,823

Cash and cash equivalents and restricted cash at beginning of period

197,473

184,663

Cash and cash equivalents and restricted cash at end of period

199,566

207,486

Supplemental disclosure of cash flow information:

Cash paid for income taxes, net of refunds

27,234

34,692

Cash paid for interest, net

4,598

5,243

Change in accounts payable and accrued expenses related to capital expenditures

2,341

6,967

Expro Group Holdings N.V.

SELECTED OPERATING SEGMENT DATA

(In thousands)

(Unaudited)

Segment Revenue and Segment Revenue as Percentage of Total Revenue:

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

NLA

129,287

128,183

142,582

257,470

276,860

ESSA

126,687

113,919

132,367

240,606

244,740

MENA

90,135

81,663

91,016

171,798

184,570

APAC

47,073

43,808

56,775

90,881

107,442

Total

393,182

100

367,573

100

422,740

100

760,755

100

813,612

100

Segment EBITDA(1), Segment EBITDA Margin(2), Adjusted EBITDA and Adjusted EBITDA Margin(3):

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

NLA

26,082

25,937

33,909

52,019

64,294

ESSA

34,071

31,505

39,635

65,576

68,823

MENA

32,716

23,567

32,571

56,283

66,739

APAC

8,541

7,196

14,794

15,737

25,656

Total Segment EBITDA

101,410

88,205

120,909

189,615

225,512

Corporate costs(4)

(28,130

)

(28,527

)

(29,853

)

(56,657

)

(61,934

)

Equity in income of joint ventures

2,763

3,231

3,395

5,994

7,101

Adjusted EBITDA

76,043

62,909

94,451

138,952

170,679

(1)

Expro evaluates its business segment operating performance using Segment Revenue, Segment EBITDA and Segment EBITDA margin. Expro’s management believes Segment EBITDA and Segment EBITDA margin are useful operating performance measures as they exclude transactions not related to its core operating activities, corporate costs and certain non-cash items and allows Expro to meaningfully analyze the trends and performance of its core operations by segment as well as to make decisions regarding the allocation of resources to segments.

(2)

Expro defines Segment EBITDA margin as Segment EBITDA divided by Segment Revenue, expressed as a percentage.

(3)

Expro defines Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue, expressed as a percentage.

(4)

Corporate costs include the costs of running our corporate head office and other central functions that support the operating segments but are not attributable to a particular operating segment, including central product line management, research, engineering and development, logistics, sales and marketing, and health and safety.

Revenue by areas of capabilities:

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

Well Construction

132,483

122,605

141,623

255,088

272,036

Well Management (1)

260,699

244,968

281,117

505,667

541,576

Total

393,182

100

367,573

100

422,740

100

760,755

100

813,612

100

(1)

Well Management consists of well flow management, subsea well access, and well intervention and integrity.

Expro Group Holdings N.V.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION

(In thousands)

(Unaudited)

Gross Profit, Contribution(1), Gross Margin and Contribution Margin(2):

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

Total revenue

393,182

367,573

422,740

760,755

813,612

Less: Cost of revenue, excluding depreciation and amortization

(311,158

)

(297,614

)

(319,981

)

(608,772

)

(625,473

)

Less: Depreciation and amortization related to cost of revenue

(45,624

)

(45,232

)

(46,580

)

(90,856

)

(91,890

)

Gross profit

36,400

24,727

56,179

61,127

96,249

Add: Indirect costs (included in cost of revenue)

66,226

67,477

68,834

133,703

138,860

Add: Stock-based compensation expenses

4,508

2,896

2,633

7,404

4,827

Add: Depreciation and amortization related to cost of revenue

45,624

45,232

46,580

90,856

91,890

Contribution

152,758

140,332

174,226

293,090

331,826

Gross margin

Contribution margin

(1)

Contribution is a non-GAAP measure and is defined as Total Revenue less Cost of Revenue, excluding depreciation and amortization expense, adjusted for indirect costs and stock-based compensation expense included in Cost of Revenue.

(2)

Contribution margin is a non-GAAP measure and is defined as Contribution as a percentage of Revenue.

Expro Group Holdings N.V.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION

(In thousands)

(Unaudited)

Adjusted EBITDA Reconciliation and Adjusted EBITDA Margin:

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

Total revenue

393,182

367,573

422,740

760,755

813,612

Net income (loss)

2,028

(1,034

)

18,003

994

31,951

Income tax expense

8,152

6,217

13,959

14,369

12,243

Depreciation and amortization expense

45,792

45,395

46,716

91,187

92,137

Severance and other expense

2,572

3,226

6,711

5,798

12,793

Merger and integration expense

3,634

288

2,267

3,922

4,007

Other expense (income), net

242

(347

)

(280

)

(105

)

(1,934

)

Stock-based compensation expense

9,560

7,274

7,314

16,834

14,282

Foreign exchange loss (gain)

1,351

339

(4,518

)

1,690

(2,530

)

Interest and finance expense, net

2,712

1,551

4,279

4,263

7,730

Adjusted EBITDA

76,043

62,909

94,451

138,952

170,679

Net income (loss) margin

Adjusted EBITDA margin

Free Cash Flow Reconciliation, Free Cash Flow Margin, Adjusted Free Cash Flow Reconciliation and Adjusted Free Cash Flow Margin:

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

Total revenue

393,182

367,573

422,740

760,755

813,612

Net cash provided by operating activities

81,462

25,284

48,413

106,746

89,922

Less: Capital expenditures

(31,184

)

(25,764

)

(21,204

)

(56,948

)

(54,316

)

Free cash flow

50,278

(480

)

27,209

49,798

35,606

Operating cashflow margin

Free cash flow margin

Add: Merger and integration expense (1)

3,634

288

2,267

3,922

4,007

Add: Severance and other expense (1)

2,572

3,226

6,711

5,798

12,793

Adjusted free cash flow

56,484

3,034

36,187

59,518

52,406

Adjusted free cash flow margin

(1)

Expenses directly referenced on the condensed consolidated statements of operations.

Expro Group Holdings N.V.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION

(In thousands, except per share amounts)

(Unaudited)

Reconciliation of Adjusted Net Income:

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

Net income (loss)

2,028

(1,034

)

18,003

994

31,951

Adjustments:

Merger and integration expense

3,634

288

2,267

3,922

4,007

Severance and other expense

2,572

3,226

6,711

5,798

12,793

Stock-based compensation expense

9,560

7,274

7,314

16,834

14,282

Total adjustments, before taxes

15,766

10,788

16,292

26,554

31,082

Tax benefit

(81

)

(58

)

(44

)

(139

)

(109

)

Total adjustments, net of taxes

15,685

10,730

16,248

26,415

30,973

Adjusted net income

17,713

9,696

34,251

27,409

62,924

Reconciliation of Adjusted Net Income per Diluted Share:

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

2026

2025

2026

2025

Net income (loss)

0.02

(0.01

)

0.16

0.01

0.27

Adjustments:

Merger and integration expense

0.03

0.00

0.02

0.03

Severance and other expense

0.02

0.03

0.06

0.05

0.11

Stock-based compensation expense

0.08

0.06

0.15

0.12

Total adjustments, before taxes

0.14

0.09

0.14

0.23

0.27

Tax benefit

(0.00

)

(0.00

)

(0.00

)

(0.00

)

(0.00

)

Total adjustments, net of taxes

0.14

0.09

0.14

0.23

0.27

Adjusted net income

0.15

0.09

0.30

0.24

0.54

As reported diluted weighted average common shares outstanding

114,446,970

113,624,307

115,508,918

115,049,304

116,216,865

GRAPHIC

Filename: exprologo.jpg · Sequence: 7

Binary file (3464 bytes)

Download exprologo.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Document And Entity Information

Jul. 28, 2026

Document Information [Line Items]

Entity, Registrant Name

Expro Ltd

Document, Type

8-K

Document, Period End Date

Jul. 28, 2026

Entity, Incorporation, State or Country Code

Entity, File Number

001-43399

Entity, Tax Identification Number

98-1929155

Entity, Address, Address Line One

1311 Broadfield Boulevard, Suite 400

Entity, Address, City or Town

Houston

Entity, Address, State or Province

Entity, Address, Postal Zip Code

77084

City Area Code

713

Local Phone Number

463-9776

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Ordinary Shares

Trading Symbol

XPRO

Security Exchange Name

NYSE

Entity, Emerging Growth Company

false

Amendment Flag

false

Entity, Central Index Key

0002126198

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_DocumentInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration