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

Date of Report (Date of earliest event reported): ~~May~~July 2122, 2025

CORE LABORATORIES INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41695	~~Not Applicable~~98-1164194
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6316 Windfern RoadHouston, TX		77040
6316 Windfern Road
(Address of Principal Executive Offices)		(Zip Code)
Houston, TX		77040
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 328-2673

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

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 (see General Instructions A.2. below):


☐	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))

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock (par value $0.01)

     CLB

     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 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On July 22, 2025, Core Laboratories Inc. (the ~~“Company”~~"Parent Borrower") ~~held~~and ~~its~~Core ~~Annual~~Laboratories ~~Meeting of Shareholders~~ (~~the “Annual Meeting”~~U.S.) onInterests ~~May 21~~Holdings, ~~2025 in Houston, Texas~~Inc. At (the ~~Annual~~"U.S. ~~Meeting,~~Borrower" ~~the Company’s shareholders were asked to vote on the following proposals: (1) to elect one new Class II Director~~ and totogether ~~re-elect~~with ~~two current Class II Directors to serve under~~ the ~~terms~~Parent ~~and~~Borrower, ~~conditions~~collectively ~~described within~~ the "Company’s") ~~proxy~~entered ~~statement~~into ~~until~~a ~~it’s~~Ninth ~~annual~~Amended ~~meeting in 2028~~ and ~~until~~Restated ~~their~~Credit ~~successors~~Agreement ~~shall have been duly elected and qualified;~~ (2)henceforth referred to ~~ratify~~as the ~~appointment~~"Amended ofCredit ~~KPMG LLP (“KPMG”~~Agreement") aswith ~~the~~various ~~Company’s~~financial ~~independent~~institutions ~~registered~~who ~~public~~are ~~accountant~~parties ~~for~~to the ~~year~~Amended ~~ending~~Credit ~~December~~Agreement 31(collectively, ~~2025;~~the ~~and (3~~"Lenders") ~~to approve~~, onwith anBank ~~advisory~~of ~~basis~~America, ~~the~~N.A. ~~compensation~~also ~~philosophy,~~serving ~~policies~~as ~~and~~administrative ~~procedures~~agent ~~described~~for in the ~~section~~Lenders ofand ~~the~~as ~~Company’s~~collateral ~~proxy~~agent ~~statement~~for ~~entitled~~various ~~Compensation~~secured ~~Discussion~~parties. ~~and Analysis (“CD&A”)~~Additionally, ~~and~~Bank ~~the compensation~~ of ~~the~~America ~~Company’s~~is ~~named~~serving ~~executive officers~~ as ~~disclosed~~swing ~~pursuant~~line tolender ~~the U.S. Securities~~ and ~~Exchange~~letter ~~Commission’s~~of ~~compensation~~credit ~~disclosure~~issuing ~~rules, including the compensation tables~~bank.

~~Given~~The ~~that~~Amended ~~more~~Credit ~~than~~Agreement ~~50%~~primarily ofincludes the ~~issued~~following share capital was present and represented at the Annual Meeting either in person or by proxy, proposal 1 could be approved by the affirmative vote of a plurality of votes cast, proposal 2 could be approved by the affirmative vote of an absolute majority of 50% + 1 of shares present and entitled to vote, and proposal 3 could be approved by the affirmative vote of a 66-2/3% majority of shares present and entitled to vote. All items were approved, and the certified results of the matters voted upon at the Annual Meeting are as followschanges:

•

~~Proposal~~To 1appropriately –size ~~Election~~the credit facility in line with the Company’s intended uses, the aggregate borrowing commitment has been increased from $135 million to $150 million, with a $50 million accordion option. Draws of ~~Class~~up IIto ~~Directors:~~$100 ~~The~~million ~~election~~are available in the form of ~~each~~a ~~Class~~revolving IIcredit ~~director~~facility ~~was~~through ~~approved~~the asmaturity ~~follows:~~date, and a single draw of $50 million is available in the form of a delayed draw term loan through January 12, 2026;

•

Nominee	For	Withheld	Broker Non-Votes
Martha Z. Carnes	37,510,862	2,818,729	2,182,232
Katherine Murray	39,747,197	582,394	2,182,232
Rob Martinovich	38,894,796	1,434,795	2,182,232

The maturity date has been extended for a four-year period ending on July 22, 2029, subject to springing maturity as follows: unless the Company’s liquidity equals or exceeds the principal amount of each of the respective senior notes series that remain outstanding on each of the respective springing maturity dates as follows:

~~Proposal~~if 2any –portion ~~Appointment~~ of ~~KPMG~~the asCompany’s ~~Independent~~2021 ~~Registered~~Series ~~Public~~B ~~Accountant:~~Senior ~~The~~Notes ~~ratification~~due ofJanuary 12, 2028, in the ~~appointment~~aggregate ofprincipal ~~KPMG~~amount asof ~~the~~$15 ~~Company’s~~million, ~~independent~~remains ~~registered~~outstanding ~~public~~on ~~accountant~~October ~~for~~17, 2027, the ~~fiscal~~revolving ~~year~~credit ~~ending~~facility ~~December~~will ~~31,~~mature ~~2025,~~on ~~was~~October ~~approved~~17, as2027, ~~follows:~~or

For		Against		Abstentions		Broker Non-Votes
41,812,461		685,311		14,051		—

if any portion of the Company’s 2023 Series A Senior Notes due June 28, 2028, in the aggregate principal amount of $25 million, remains outstanding on March 28, 2028, the revolving credit facility will mature on March 28, 2028.

~~Proposal~~There 3are –no ~~Approving~~material ~~the~~changes ~~Compensation~~to other terms of the ~~Company’s~~facility, ~~Named~~including ~~Executive~~assets ~~Officers:~~securing Anthe ~~advisory~~debt, ~~vote~~pricing on the ~~compensation~~debt, ofcross default provisions associated with the ~~Company’s~~senior ~~named~~notes, ~~executive~~financial ~~officers~~covenants, ~~was~~or ~~approved~~the asinterest ~~follows:~~coverage and leverage ratios.

For		Against		Abstentions		Broker Non-Votes
38,010,404		2,292,675		26,512		2,182,232

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amended Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On July 23, 2025, Core Laboratories Inc. issued a press release announcing its financial results for the second quarter of 2025.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On July 23, 2025, Core Laboratories Inc. issued a press release announcing a quarterly cash dividend of $0.01 per share of common stock for shareholders of record on August 4, 2025 and payable August 25, 2025.

The full text of the press release is set forth in Exhibit 99.1 attached hereto.

The information in this Report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.


(d)		Exhibits

10.1 Ninth Amended and Restated Credit Agreement, by and among Core Laboratories Inc., Core Laboratories (U.S.) Interests Holding, Inc., and the lenders party thereto and Bank of America, N.A. as administrative agent, dated July 22, 2025.

99.1 Press release issued on July 23, 2025 *

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

* This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Exchange Act.

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.

Core Laboratories Inc.

Dated: May 27, 2025

/s/ Christopher S. Hill

Dated: July 23, 2025

/s/ Christopher S. Hill

Christopher S. Hill

Chief Financial Officer

Filing Compare · Core Laboratories Inc. /DE/