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Expro Group Holdings N.V.
XPRO
Amendment
Ownership

10.50%

Total Shares

11,961,960

Issuer CIK

1575828

Event Date

Apr 16, 2026

Accepted

Apr 21, 2026, 07:05 PM

Reporting Persons (1)
NameType% of ClassAggregateSole VotingShared Voting
Oak Hill Advisors, L.P.
Investment Adviser
10.50%11,961,96011,961,9600
Disclosure Items (5)

Security Title

Common Stock, (euro)0.06 nominal value per share

Issuer Name

Expro Group Holdings N.V.

Issuer Address

1311 Broadfield Blvd., Houston, TX, 77084

Item 4 is hereby amended and supplemented as follows: In connection with the proposed redomicile of the Issuer disclosed by the Issuer in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on April 1, 2026, on April 17, 2026, the Oak Hill Funds entered into a Voting and Support Agreement (the "Support Agreement") with the Issuer providing for, on the terms and subject to the conditions thereof, that the Oak Hill Funds will vote the shares owned by the Oak Hill Funds (the "Support Shares") in favor of the transactions contemplated by the Proposals (as defined below). The Issuer is proposing to enter into a series of transactions (the "Transactions") pursuant to which, among other things, the Issuer will change its jurisdiction of organization from the Netherlands to the Cayman Islands. In connection with the Transactions, the Issuer is also proposing to amend its articles of association to (i) include a formula on the basis of which cash compensation to the Issuer's shareholders who exercise their withdrawal right in connection with the Transaction can be readily determined and (ii) provide for the conversion of Common Stock, of the Issuer into shares of Class B common stock, nominal value (euro)0.06 per share, of the Issuer if and to the extent the Issuer's shareholders exercise their withdrawal rights (the proposals with respect to the approval of the Transaction and such amendments, collectively, the "Proposals"). The foregoing summary of the Support Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Support Agreement, a copy of which is attached as Exhibit 99.1 hereto.

Percentage of Class

See rows (11) and (13) of the cover page to the Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by the Reporting Person. The percentage used in the Schedule 13D is calculated based upon 113,509,026 shares of Common Stock, which is the sum of (i) 113,390,431 shares of Common Stock outstanding as of April 6, 2026, as reported in the Form S-4/A, filed with the SEC by Expro Ltd on April 17, 2026 (the "Expro Ltd S-4/A"), (ii) 198,154 shares of Common Stock that OHA may purchase upon exercise of options, and (iii) the vesting of the 17,104 shares of Common Stock underlying the unvested RSUs reported herein.

Number of Shares

See rows (7) through (10) of the cover page to the Schedule 13D for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

Transactions

As reported in the Form 4 filed by the Reporting Person on March 4, 2026, on March 2, 2026, certain of the Oak Hill Funds distributed 195,899 shares of Common Stock in a pro-rata in-kind distribution to their partners for no consideration. Other than as disclosed herein, no transactions in the shares of Common Stock have been effected by the Reporting Person during the past sixty (60) days.

Item 6 of the Schedule 13D is hereby amended to add the following: On June 3, 2025, Mr. Arbeter received a grant of 17,104 RSUs as annual compensation to the non-employee members of the Board. These RSUs will vest on June 1, 2026. Mr. Arbeter has previously received an additional 38,189 RSUs which have vested. Pursuant to the policies of OHA, Mr. Arbeter is deemed to hold the RSUs for the benefit of certain clients of OHA and accordingly hold no voting or investment control over the RSUs.

Exhibit 99.1: Form of Voting and Support Agreement, dated April 17, 2026, incorporated herein by reference to Exhibit 10.1 to the Expro Ltd. S-4/A.

Expro Group Holdings N.V. — Schedule 13D | 13D Filings