Expro Ltd

PART I. FINANCIAL INFORMATION

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except share data)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Condensed Consolidated Balance Sheets (Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows (Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Condensed Consolidated Statements of Stockholders’** Equity (Unaudited)**

Condensed Consolidated Statements of Stockholders’** Equity (Unaudited)**

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

With roots dating to1938, Expro Ltd (the “Company,” “Expro,” “we,” “our” or “us”) is a global provider of energy services with operations in over 60 countries. The Company’s portfolio of capabilities includes products and services related to well construction, well flow management, subsea well access, and well intervention and integrity. The Company’s portfolio of products and services enhance production and improve recovery across the well lifecycle, from exploration through abandonment.

On* July 13, 2026,Expro Ltd, a newly-formed Cayman Islands exempted company (“Expro Ltd”), became the new parent company of the Expro subsidiaries through a series of transactions (the “Redomicile”), including a cross-border legal merger whereby Expro Group Holdings N.V. merged with and into its subsidiary, Expro Luxembourg S.A., followed thereafter on the same day by a merger of Expro Luxembourg S.A. with and into Expro Ltd. Each outstanding share of common stock of Expro Group Holdings N.V. was automatically converted intoone* ordinary share of Expro Ltd. On* July 14, 2026,*the ordinary shares began trading on the NYSE under the existing ticker symbol "XPRO."

On* October 30, 2025,the Company’s Board of Directors (the “Board”) approved a stock repurchase program, pursuant to which the Company was authorized to acquire up to $100.0 million of its outstanding common stock from October 30, 2025through December 31, 2026 (the “Stock Repurchase Program”). On July 13, 2026,the remaining authorization under the Stock Repurchase Program was approved by Expro Ltd's Board of Directors. During thenine* months ended* September 30, 2026*, the Company repurchased approximately 3.1 million shares at an average price of $15.99 per share, for a total cost of approximately $49.1 million. During thenine months ended* September 30, 2025*, the Company repurchased approximately 3.7 million shares at an average price of $10.81 per share, for a total cost of approximately $40.1 million.

On* October 26, 2026,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 ordinary shares effective on October 26, 2026and valid through December 31, 2027 (the “New Stock Repurchase Program”). The New Stock Repurchase Program replaces the Stock Repurchase Program approved by the Board on October 30, 2025.Under the New Stock Repurchase Program, the Company mayrepurchase the Company’s ordinary shares in open market purchases, in privately negotiated transactions or otherwise. The New 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 New Stock Repurchase Program along with general business and market conditions. The New Stock Repurchase Program doesnot* obligate the Company to repurchase any particular amount of ordinary shares, and it could be modified, suspended or discontinued at any time.

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Basis of presentation

The unaudited condensed consolidated financial statements reflect the accounts of the Company and its subsidiaries. All intercompany balances and transactions, including unrealized profits arising from them, have been eliminated for purposes of preparing these unaudited condensed consolidated financial statements. Investments in which we donot have a controlling interest, but over which we do exercise significant influence, are accounted for under the equity method of accounting.

The accompanying condensed consolidated financial statements havenot been audited by our independent registered public accounting firm. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim consolidated financial information. Accordingly, these unaudited condensed consolidated financial statements donot include all of the information and footnotes required by U.S. GAAP for annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended* December 31, 2025*, included in our most recent Annual Report on Form10-K for the year ended* December 31, 2025*, filed with the Securities and Exchange Commission (“SEC”) on* February 19, 2026 (*the “Annual Report”).

In the opinion of management, these unaudited condensed consolidated financial statements, which are prepared in accordance with the rules of the SEC and U.S. GAAP for interim financial reporting, included herein contain all adjustments necessary to present fairly our financial position as of* September 30, 2026*, the results of our operations for thethree andnine months ended* September 30, 2026* and2025 and our cash flows for thenine months ended* September 30, 2026and2025*. Such adjustments are of a normal recurring nature. Operating results for thethree andnine months ended* September 30, 2026* arenot necessarily indicative of the results that* maybe expected for the year ending December 31, 2026* or for any other period.

The unaudited condensed consolidated financial statements have been prepared on an historical cost basis using the United States dollar (“$” or “U.S. dollar”) as the reporting currency.

The financial statements have been recast to reflect certain adjustments and reclassifications for presentation and analytical purposes. These adjustments have been made to provide a more consistent and meaningful representation of the Company's financial position and results of operations.

Significant accounting policies

Refer to Note2 “Basis of presentation and significant accounting policies” of our consolidated financial statements as of and for the year ended* December 31, 2025*, which are included in our most recent Annual Report for a discussion of our significant accounting policies. There have beenno material changes in our significant accounting policies as compared to the significant accounting policies described in our consolidated financial statements as of and for the year ended* December 31, 2025*.

Recent accounting pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) generally in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification.

In* November 2024,the FASB issued ASU2024*-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expense” (“ASU2024-03”), 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* mayelect to apply it retrospectively. The amendments in ASU2024*-03 are effective for the Company for annual reporting periods beginning after* December 15, 2026and 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 benot applicable or are expected to have immaterial impact on our consolidated financial position, results of operations and cash flows.

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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 UK3* Limited with an effective date of* May 1, 2024.*The acquisition will enable Expro to expand its portfolio of cost-effective, technology-enabled Well Construction and Well Intervention & Integrity solutions.

We estimated the fair value of consideration for the Coretrax Acquisition to be $186.7 million, including cash consideration of $31.3 million, net of cash received, equity consideration of $142.8 million, and contingent consideration of $3.3 million, subject to a true-up for customary working capital adjustments.

The contingent consideration arrangement required the Company to pay the former owners of Coretrax additional consideration based on Expro’s stock price and foreign exchange rate movement during a period of up to150 days following the Coretrax Closing Date. The fair value of the contingent consideration arrangement of $3.3 million was estimated based on a Monte Carlo valuation model which used the historic performance of Expro’s stock price and the GBP to USD exchange rate and was reflected in “Other current liabilities” on the unaudited condensed consolidated balance sheet. That measure was based on significant inputs that arenot observable in the market, referred to as Level3 inputs in accordance with ASC820. To the extent our estimates and assumptions changed during the measurement period and such changes were based on facts and circumstances that existed as of the Coretrax Closing Date, an adjustment to the contingent consideration liability was recorded with an offsetting adjustment to goodwill. To the extent our estimates and assumptions changed based on facts and circumstances subsequent to the Coretrax Closing Date or after the measurement period, an adjustment to the contingent consideration liability was recorded with an offsetting adjustment to earnings during the applicable period.

In* July**2024,* the Company entered into a Deed of Amendment to the Stock Purchase Agreement with the sellers party thereto (the “Sellers”), pursuant to which, among other things, (i) all obligations relating to the true up payments and completion statement under the Stock Purchase Agreement were released and (ii) the escrow agent was instructed to (A) sell a sufficient number of escrow shares on behalf of the Sellers to generate proceeds of $8.0 million, (B) transfer such proceeds to the Company and (C) transfer the remaining escrow shares to the Sellers. Based on the final calculation of the contingent consideration arrangement, the Company recognized $7.5 million as the settlement of the contingent consideration arrangement and the remaining $0.5 million was a reduction to the consideration transferred related to customary working capital adjustments.

The Coretrax Acquisition is accounted for as a business combination and Expro has been identified as the acquirer for accounting purposes. As a result, the Company has in accordance with ASC805, Business Combinations, applied the acquisition method of accounting to account for Coretrax’s assets acquired and liabilities assumed.

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The following table sets forth the allocation of the Coretrax Acquisition consideration exchanged to the fair value of identifiable tangible and intangible assets acquired and liabilities assumed as of the Coretrax Closing Date, with the recording of goodwill for the excess of the consideration transferred over the net aggregate fair value of the identifiable assets acquired and liabilities assumed (in thousands):

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 Note14 “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 isnot subject to amortization but will be evaluated at least annually for impairment or more frequently if impairment indicators are present.

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Enhanced Drilling

On* July 23, 2026 (“Enhanced Drilling Closing Date”), Norway-based Enhanced Well Technologies Group AS (“Enhanced Drilling”), a technology leader in managed pressure drilling solutions, was acquired (the "Enhanced Drilling Acquisition") by our wholly owned subsidiary, Expro Holdings UK3* Limited.

We estimated the fair value of consideration for the Enhanced Drilling Acquisition to be $209.3 million, including cash consideration of $195.2 million, net of cash received and holdback. As of* September 30, 2026,the Company has accrued and classified $2.1 million in restricted cash related to this standard holdback provision, which is expected to be paid in2027.*

The Enhanced Drilling 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 ASC805, Business Combinations, applied the acquisition method of accounting to account for Enhanced Drilling’s assets acquired and liabilities assumed.

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

Due to the recency of the Enhanced Drilling Acquisition, these amounts, including the estimated fair values, are based on preliminary calculations and subject to change as our fair value estimates and assumptions are finalized during the measurement period. The final fair value determination could result in material adjustments to the values presented in the preliminary purchase price allocation table above. 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 prepayments assumed in connection with the acquisition was $27.7 million represented costs incurred in connection with customer contracts that are deferred, which is included in “Other current assets”.

The deferred revenue assumed in connection with the acquisition was $37.6 million represented amounts received or due from customers for which the related performance obligations hadnot yet been satisfied, which is included in “Other current liabilities”.

The intangible assets will be amortized on a straight-line basis over an estimated 10 to 15 years life. We expect annual amortization to be approximately $8.2 million associated with these intangible assets. An associated deferred tax liability has been recorded for these intangible assets. Refer to Note14 “Intangible assets, net” for additional information regarding the various acquired intangible assets.

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The goodwill related to the Enhanced Drilling Acquisition consists largely of the synergies and economies of scale expected from the acquired customer relationships and contracts. The goodwill isnot subject to amortization but 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 Enhanced Drilling Acquisition since the Enhanced Drilling Closing Date have been included in our unaudited condensed consolidated financial statements for thethree months andnine months ended* September 30, 2026.The amount of revenue of Enhanced Drilling included in the accompanying unaudited condensed consolidated statements of operations was approximately $54.6 million for both thethree* andnine months ended* September 30, 2026.*

Supplemental pro forma financial information

The Company has determined the estimated unaudited pro forma financial information to be immaterial for thethree months andnine months ended* September 30, 2026and2025,* assuming the Enhanced Drilling Acquisition had been completed as of* January 1, 2025.This isnot* necessarily indicative of the results that would have occurred had the Enhanced Drilling Acquisition been completed on the respective dates indicated or of future operating results.

Recurring Basis

A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of* September 30, 2026* and* December 31, 2025*, were as follows (in thousands):

We have certain contingent consideration assets and liabilities related to acquisitions which are measured at fair value using Level3 inputs. The amount of contingent consideration due from or due to the sellers is based on the achievement of agreed-upon financial performance metrics by the acquired company, as determined by the terms of the contingent consideration agreements with the sellers of each acquired company. We record a liability at the time of the acquisition based on the present value of management’s best estimates of the future results of the acquired companies compared to the agreed-upon metrics. After the date of acquisition, we update the original valuation to reflect the passage of time and current projections of future results of the acquired companies. Accretion of, and changes in the valuations of, contingent consideration are reported on the condensed consolidated statement of operations within “Severance and other expense”.

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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. During thethird quarter of2026, we changed our internal organization and reporting structure to combine our priortwo segments, Middle East and North Africa (“MENA”) and Asia-Pacific (“APAC”), intoone operating segment Asia, Middle East and North Africa (“AMENA”). Accordingly, our operations were realigned into three operating segments which also represent our reportable segments and are aligned with our geographic regions as below:

In conjunction with this change, certain prior period amounts have been recast to conform to this new segment reporting structure.

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* mayvary 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 Note2 “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 withone another and considers budget-to-actual variances on a monthly basis. Our CODM also uses Segment EBITDA to evaluate product pricing and determine the compensation of certain employees.

The following tables present our revenue, significant segment expenses and Segment EBITDA disaggregated by our operating segments and reconciliation to income before income taxes (in thousands):

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The following table presents total assets by geographic region and assets held centrally. Assets held centrally include 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 arenot included in the measure of segment assets reviewed by the CODM:

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

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Disaggregation of revenue

We disaggregate our revenue from contracts with customers by geography, as disclosed in Note5 “Business segment reporting,” as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Additionally, we disaggregate our revenue into main areas of capabilities.

The following table sets forth the total amount of revenue by main area of capabilities as follows (in thousands):

Contract balances

We perform our obligations under contracts with our customers by transferring services and products in exchange for consideration. The timing of our performance often differs from the timing of our customer’s payment, which results in the recognition of unbilled receivables and deferred revenue.

Unbilled receivables are initially recognized for revenue earned on completion of the performance obligation which arenot yet invoiced to the customer. The amounts recognized as unbilled receivables are reclassified to trade receivable upon billing. Deferred revenue represents the Company’s obligation to transfer goods or services to customers for which the Company has received consideration, in full or part, from the customer.

Contract balances consisted of the following as of* September 30, 2026*, and* December 31, 2025* (in thousands):

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 arenot considered a significant financing component, as they are intended to protect the customer in the event that we donot 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 thanone 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 during thethree andnine months ended* September 30, 2026* of $25.8 million and $31.2 million, respectively, and thethree andnine months ended* September 30, 2025* of $0.3 million and $2.5 million, respectively, out of the deferred revenue balance as of the beginning of the applicable period.

As of* September 30, 2026*, $62.0 million of our deferred revenue was classified as current and is included in “Other current liabilities” on the unaudited condensed consolidated balance sheets, with the remainder classified as non-current and included in “Other non-current liabilities” on the unaudited condensed consolidated balance sheets.

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Transaction price allocated to remaining performance obligations

Remaining performance obligations represent firm contracts for which work hasnot 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 ofone 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* September 30, 2026*.

For interim financial reporting, the annual tax rate is based on pre-tax income (loss) before equity in income of joint ventures. We have historically calculated the income tax expense/(benefit) during interim reporting periods by applying a full year estimated Annual Effective Tax Rate (“AETR”) to income (loss) before income taxes, excluding infrequent or unusual discrete items, for the reporting period. For thenine months ended* September 30, 2026*, we concluded, consistent with prior periods, that using an AETR wouldnot provide a reliable estimate of income taxes due to the forecasting methodology used to project income (loss) before income taxes, resulting in significant changes in the estimated AETR. Thus, we concluded to use a discrete effective tax rate, which treats the year-to-date period as an annual period, to calculate income taxes for thenine months ended* September 30, 2026*.

Our effective tax rates were (3,470.4)% and 270.8% for thethree andnine months ended* September 30, 2026*, respectively, and was 64.7% and 45.1% for thethree andnine months ended* September 30, 2025*, respectively.

Our effective tax rate was driven primarily by lower profitability versus2025 and the mix of taxable income across jurisdictions with different tax regimes, particularly in AMENA and ESSA and those subject to deemed profit taxes based on revenue.

Impact of the One Big Beautiful Bill Act (OBBBA)

On* July 4, 2025,the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing various changes to the U.S. federal tax law. We didnot* experience a material impact from the OBBBA for thenine months ended* September**30,* 2026 or the fiscal year ended* December 31, 2025.*

We have investments intwo joint venture companies, which together provide us access to certain Asian markets that otherwise would be challenging for us to penetrate or develop effectively on our own. COSL-Expro Testing Services (Tianjin) Co. Ltd (“CETS”), in which we have a 50% equity interest, has extensive offshore well testing and completions capabilities and a reputation for providing technology-driven solutions in China. Similarly, PV Drilling Expro International Co. Ltd. (“PVD-Expro”) in which we have a 49% equity interest, offers the full suite of Expro products and services, including well testing and completions, in Vietnam. Both of these are strategic to our activities and offer the full capabilities and technology of Expro, but each company is independently managed.

The carrying value of our investment in joint ventures as of* September 30, 2026*, and* December 31, 2025*, was as follows (in thousands):

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Accounts receivable, net consisted of the following as of* September 30, 2026*, and* December 31, 2025* (in thousands):

Inventories consisted of the following as of* September 30, 2026*, and* December 31, 2025* (in thousands):

Other assets consisted of the following as of* September 30, 2026*, and* December 31, 2025* (in thousands):

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Other liabilities consisted of the following as of* September 30, 2026*, and* December 31, 2025* (in thousands):

Accounts payable and accrued liabilities consisted of the following as of* September 30, 2026*, and* December 31, 2025* (in thousands):

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Property, plant and equipment, net consisted of the following as of* September 30, 2026*, and* December 31, 2025* (in thousands):

The carrying amount of our property, plant and equipment recognized in respect of assets held under finance leases as of* September 30, 2026* and* December 31, 2025* and included in amounts above is as follows (in thousands):

Depreciation expense relating to property, plant and equipment, including assets under finance leases, was $39.0 million and $104.6 million for thethree andnine months ended* September 30, 2026*, respectively, and $33.4 million and $99.8 million for thethree andnine months ended* September 30, 2025*, respectively.

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The following table summarizes our intangible assets comprising of Customer Relationships & Contracts (“CR&C”), Trademarks, Technology and Software as of* September 30, 2026* and* December 31, 2025* (in thousands):

Amortization expense for intangible assets was $14.3 million and $39.9 million for thethree andnine months ended* September 30, 2026*, respectively, and $12.8 million and $38.5 million for thethree andnine months ended* September 30, 2025*, respectively.

The following table summarizes the intangible assets which were acquired pursuant to the Acquisitions (in thousands):

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During thethird quarter of2026, we reorganized our reportable segments. Refer to Note5 "Business Segment Reporting" for detail. As a result, we now manage and report our operations through three reportable segments which are also our reporting units. Our reporting units are NLA, ESSA, and AMENA.

The allocation of goodwill by operating segment as of* September 30, 2026* and* December 31, 2025* is as follows (in thousands):

The following table summarizes the goodwill by operating segment which were acquired pursuant to the Acquisitions (in thousands):

No impairment charges related to goodwill have been recorded during thethree andnine months ended* September 30, 2026*.

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New Credit Facility

On* July 23, 2025,the Company and certain subsidiaries entered into a new senior secured credit facility (the “New Credit Facility”) with DNB Bank ASA, London Branch, as agent, and other lenders, in an aggregate principal amount of up to $500.0 million. This includes a $400.0 million revolving credit facility and a $100.0 million364*-day term bridge loan. The facility matures on* July 30, 2029,and replaces the Company’s previous credit agreement dated October 1, 2021,as amended on October 6, 2023 (*the “Prior Facility Agreement”).

On* May 8, 2026,the Company voluntarily cancelled the $100 million364*-day term bridge loans, and increased the New Credit Facility by $50 million, for an aggregate principal amount of up to $450 million. All material terms, including maturity, covenants, and pricing remain unchanged.

Proceeds from the revolving facility* maybe used for general corporate purposes, and proceeds from the bridge facility may*be used for acquisitions, capital expenditures related to acquisitions, and related expenses.

The facility is jointly and severally guaranteed by certain subsidiaries and secured byfirst-priority liens on equity interests, operating accounts, and other assets, subject to customary exceptions. The guarantors must represent at least 80% of consolidated EBITDA and include subsidiaries individually contributing 5.0% or more of EBITDA.

Borrowings bear interest at a floating rate (subject to a 0.00% floor) plus a net leverage-linked margin ranging from 2.00% to 3.25% loans. Utilization fees of up to0.40% apply depending on usage levels, and unused commitments are subject to a commitment fee equal to 35% of the applicable margin.

The agreement includes customary affirmative and negative covenants, including limitations on asset sales, indebtedness, investments, distributions, and affiliate transactions. Financial covenants require a minimum interest coverage ratio of 3.5x and a total net leverage ratio cap of 2.75x, tested quarterly. Events of default include payment defaults, covenant breaches, misrepresentations, insolvency events, and revocation of guarantees. The agreement also contains cross-default provisions and requires prepayment in certain events such as asset sales, change of control, or illegality. We are in compliance with all our debt covenants as of* September 30, 2026*.

On* July 13, 2026,*Expro Ltd assumed the obligations of Expro Group Holdings N.V. under the New Credit Facility in connection with the Redomicile.

As of* September 30, 2026*, we had $259.1 million of long-term borrowings outstanding under the New Credit Facility. The effective interest rate on our outstanding long-term borrowings was 7.24%. As of* December 31, 2025*, we had $79.1 million of long-term borrowings outstanding under the New Credit Facility, with effective interest rate of 7.5%. We utilized $103.9 million and $67.5 million of the New Credit Facility as of* September 30, 2026* and* December 31, 2025*, respectively, for bonds and guarantees.

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Commercial Commitments

During the normal course of business, we enter into commercial commitments in the form of letters of credit and bank guarantees to provide financial and performance assurance tothird parties. We entered into contractual commitments for the acquisition of property, plant and equipment totaling $43.6 million and $52.0 million as of* September 30, 2026* and* December 31, 2025*, respectively.

Contingencies

Certain conditions* mayexist as of the date our unaudited condensed consolidated financial statements are issued that mayresult in a loss to us, but which will only be resolved whenone* or more future events occur or fail to occur. Our management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that* may*result in proceedings, our management, with input from legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates it is probable a material loss has been incurred and the amount of liability can be reasonably estimated, then the estimated liability would be accrued in our unaudited condensed consolidated financial statements. If the assessment indicates a potentially material loss contingency isnot probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

Loss contingencies considered remote are generallynot disclosed unless they involve guarantees, in which case the guarantees would be disclosed. We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We hadno material accruals for loss contingencies, individually or in the aggregate, as of* September 30, 2026* and* December 31, 2025*. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows.

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Amounts recognized in the unaudited condensed consolidated statements of operations in respect of the defined benefit schemes were as follows (in thousands):

The Company contributed $1.6 million and $4.6 million for thethree andnine months ended* September 30, 2026*, respectively, and $1.5 million and $4.3 million for thethree andnine months ended* September 30, 2025*, respectively, to defined benefit schemes.

Amortization of prior service credit, interest cost and expected return on plan assets have been recognized in “Other income, net” in the unaudited condensed consolidated statements of operations.

Basic earnings per share attributable to Company stockholders is calculated by dividing net income attributable to the Company by the weighted-average number of common shares outstanding for the period. Diluted earnings per share attributable to Company stockholders is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued. We apply the treasury stock method to determine the dilutive weighted average common shares represented by unvested restricted stock units, stock options and Employee Stock Purchase Program (“ESPP”) shares.

The calculation of basic and diluted earnings per share attributable to Company stockholders for thethree andnine months ended* September 30, 2026and2025*, respectively, are as follows (in thousands):

For both thethree andnine months ended* September 30, 2026*, approximately$7.5 million outstanding equity awards were excluded from the computation of diluted loss per share as the effect would be anti-dilutive. For thethree andnine months ended* September 30, 2025*, approximately 4.6 million and 5.4 million outstanding equity awards were excluded, respectively, because the exercise price exceeded the average market price of the Company's common stock.

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Our related parties consist primarily of CETS and PVD-Expro, thetwo companies in which we exert significant influence. During thethree andnine months ended* September 30, 2026*, goods and services provided to related parties was $1.4 million and $3.3 million, respectively, and $1.4 million and $1.7 million, respectively, for thethree andnine months ended* September 30, 2025*. During thethree andnine months ended* September 30, 2026*, material goods and services received from related parties was less than $0.1 million and $0.1 million, respectively, and less than $0.1 million for both thethree andnine months ended* September 30, 2025*.

Additionally, we entered into various operating lease agreements to lease facilities with affiliated companies. Rent expense associated with our related party leases was immaterial forthree andnine months ended* September 30, 2026*, and less than $0.1 million for both thethree andnine months ended* September 30, 2025*.

Further, we received dividends from CETS totaling $5.9 million and $10.6 million during thethree andnine months ended* September 30, 2026*, respectively, for PVD-Expro totaling $0.7 million during thethree andnine months ended* September 30, 2026*, respectively, and dividends from CETS totaling $4.2 million during thethree andnine months ended* September 30, 2025*; for PVD-Expro totalingnil and $0.5 million for thethree andnine months ended* September 30, 2025*.

As of* September 30, 2026* and* December 31, 2025* amounts receivable from related parties were $0.4 million and $0.9 million, respectively, and amounts payable to related parties wasnil, respectively.

Stock-based compensation expense relating to the Long-Term Incentive Plan (“LTIP”), including restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”) for thethree andnine months ended* September 30, 2026* was $7.9 million and $23.8 million, respectively. Stock-based compensation expense relating to LTIP RSUs and PRSUs for thethree andnine months ended* September 30, 2025* was $7.1 million and $20.8 million, respectively.

During thenine months ended* September 30, 2026*,1,514,534 RSUs and 366,711 PRSUs were granted to employees and directors at a weighted average grant date fair value of $16.69 per RSU and $22.72 per PRSU.

During thethree andnine months ended* September 30, 2026* we recognized $0.3 million and $1.2 million, respectively, of compensation expense related to stock purchased under the ESPP and its sub-plans. The Company recognized ESPP expense for thethree andnine months ended* September 30, 2025* of $0.1 million and $0.7 million, respectively.

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