FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Russell Steven J
  2. Issuer Name and Ticker or Trading Symbol
EXPRO GROUP HOLDINGS N.V. [XPRO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last)
(First)
(Middle)
C/O EXPRO GROUP HOLDINGS N.V., 1311 BROADFIELD BLVD., SUITE 400		 3. Date of Earliest Transaction (Month/Day/Year)
02/22/2024
(Street)

HOUSTON, TX 77084		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, nominal value Euro0.06 02/22/2024   A   21,612 (1) A $ 0 101,021 D  
Common Stock, nominal value Euro0.06 02/22/2024   M   6,779 A (2) 107,800 D  
Common Stock, nominal value Euro0.06 02/22/2024   A   4,810 (3) A $ 0 112,610 D  
Common Stock, nominal value Euro0.06 02/22/2024   F   10,423 (4) D $ 19.32 102,187 D  
Common Stock, nominal value Euro0.06 02/24/2024   F   2,314 (5) D $ 18.7 99,873 (6) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (2) 02/22/2024   M     6,779   (7)   (7) Common Stock 6,779 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Russell Steven J
C/O EXPRO GROUP HOLDINGS N.V.
1311 BROADFIELD BLVD., SUITE 400
HOUSTON, TX 77084		       Chief Technology Officer  

Signatures

 /s/ Josh Hancock, as Attorney-in-Fact   02/26/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents restricted stock units ("RSUs") granted under the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan. Each RSU represents a contingent right to receive, upon vesting, one share of common stock, nominal value Euro0.06 per share, of the Issuer ("Common Stock"). The 21,612 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on February 22, 2025.
(2) RSUs convert into Common Stock on a one-for-one basis.
(3) Represents shares of Common Stock received upon the vesting and settlement of the performance-based restricted stock units ("PRSUs") granted on February 22, 2021, under the Expro Group Holdings N.V. 2013 Long-Term Incentive Plan, As Amended and Restated. The PRSUs reported in this filing vested at 39.0% achievement.
(4) In connection with the vesting of shares of RSUs and PRSUs, the Issuer withheld 7,301 vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on February 21, 2024. The withholding of vested shares pursuant to this award was approved by the Board of Directors of the Issuer, and the number of shares indicated in this Form 4 was acquired as treasury stock by the Issuer
(5) In connection with the vesting of shares of RSUs, the Issuer withheld 2,314 vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on February 23, 2024. The withholding of vested shares pursuant to this award was approved by the Board of Directors of the Issuer, and the number of shares indicated in this Form 4 was acquired as treasury stock by the Issuer.
(6) Also includes (i) 11,079 RSUs that will vest on February 22, 2025 and (ii) 11,756 RSUs that will vest 50% on February 24, 2025 and 50% on February 24, 2026.
(7) On February 22, 2021, the reporting person was granted 122,024 RSUs vesting ratably in three annual installments beginning on February 22, 2022, prior to giving effect to the 1 for 6 reverse stock split of the Issuer, which became effective on October 1, 2021.

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