🧾 What This Document Is

This is a Form 425, a special filing companies use to publicly share information about a proposed business combination (like a merger or major restructuring). Think of it as an official press release for a big corporate change that the SEC requires to be filed.

Expro is announcing its plan to "redomicile"—which means changing its legal home country from the Netherlands to the Cayman Islands. This filing is the first formal step, alerting shareholders and the market to the plan and pointing them to the detailed legal documents to come.

🏢 What The Company Does

👉 In simple terms, Expro is a major service provider for oil and gas wells. They don't drill the wells themselves; instead, they provide the specialized technology and services to help energy companies build, manage, and maintain wells safely and efficiently.

They work across the entire lifecycle of a well—from initial construction to managing the flow of oil/gas, and later intervention. With roots going back to 1938, they have about 7,000 employees and operate in over 50 countries for major energy clients, both on land and offshore.

💰 Financial Highlights

This specific filing does not contain financial results (like revenue or profit). It's a strategic announcement, not an earnings report. The financial impact of this move would be detailed in the full proxy statement and future financial filings after the change is complete.

🚀 Key Moves: The Redomicile Plan

The Board has unanimously approved a plan to move the company's legal headquarters. Here’s how it will work:

1. Two-Step Merger: Expro (Netherlands) will merge into a new Luxembourg company, which will then merge into a new Expro Ltd, incorporated in the Cayman Islands ("Expro Cayman").
2. Share Exchange: If you own one share of the current Dutch company (XPRO on NYSE), you will automatically get one share of the new Cayman Islands company.
3. Uninterrupted Trading: The stock will keep trading on the NYSE under the same ticker symbol "XPRO" without stopping during the change.

👉 Why it matters: This is a legal and structural overhaul, not an operational one. The business, employees, and customers won't change day-to-day.

🏗️ Corporate Structure & Benefits

The company lists three main reasons for this move:

1. Simplify & Streamline: The new structure is meant to simplify the group's corporate setup and reduce reporting complexities.
2. Growth Platform: It aims to create a more favorable structure for future growth, likely through acquisitions or new investments.
3. Governance Flexibility: Cayman Islands corporate law offers more flexibility in how the company is governed compared to Dutch law.

👉 The bottom line: This is about optimizing the company's legal "plumbing" for long-term strategy and efficiency, not about changing its business of servicing wells.

🔮 What's Next & Key Dates

The plan needs approval from shareholders. This vote is expected to happen at the company's 2026 annual meeting, targeted for June 2026.

Before that, a detailed Proxy Statement/Prospectus was filed with the SEC on April 1, 2026. The company will mail this document to shareholders, who should read it carefully for all the details, risks, and voting instructions.

⚖️ Big Picture: Strengths & Risks

👍 Strengths / Why They're Doing It:

• Strategic Optionality: A Cayman structure is very common for international companies and can make future deals, partnerships, or financing simpler.
• Governance Control: It can provide more flexibility for the board to manage the company efficiently.
• Neutral Jurisdiction: For a global company like Expro, the Cayman Islands are seen as a neutral, well-established corporate hub.

⚠️ Risks / What Could Go Wrong:

• Shareholder Rejection: The entire plan fails if shareholders vote it down in June 2026.
• Complex Execution: Merging entities across three countries (Netherlands, Luxembourg, Cayman) involves legal, tax, and administrative hurdles.
• Perception: Some investors may be wary of corporate inversions or moves to jurisdictions often associated with tax optimization, even if the stated goal is strategic.

🧠 The Analogy

Imagine Expro is a large, successful restaurant chain based in the Netherlands. To expand globally and attract more international investors, the owners decide to move the corporate headquarters to a renowned international business district (the Cayman Islands). The restaurants, chefs, recipes, and customers all stay exactly the same—it's just the address on the corporate headquarters building that changes to make future business easier.

📇 Key Contacts & People

For Investor Inquiries:

• Dave Wilson - Vice President Investor Relations
• Phone: +1 (281) 384-1544
• Email: [email protected]

Company Website: www.expro.com Social Media: X @ExproGroup, LinkedIn @Expro

🧩 Final Takeaway

Expro is changing its legal citizenship from the Netherlands to the Cayman Islands to simplify its structure and gain strategic flexibility. The business operations remain unchanged, but the move requires a shareholder vote, expected in June 2026.