Bruno Lawrence 4

What Happened

• Bruno Lawrence, Chairman and CEO of Core Laboratories (CLB), was granted 204,340 shares as a performance-based award (reported as a derivative acquisition) on February 12, 2026. The grant is reported at $0.00 per share (award/derivative), so no cash purchase was made.
• These shares are performance-vested and will only convert to common shares, if at all, at the end of the three‑year performance period on December 31, 2028, based on the company’s Return on Invested Capital (ROIC) versus a Bloomberg peer group and subject to a Total Shareholder Return (TSR) modifier.

Key Details

• Transaction date: 2026-02-12; Filing date: 2026-02-17 (Form 4 accession 0001193125-26-053588).
• Award size: 204,340 underlying shares; reported acquisition price: $0.00 (derivative award).
• Vesting: Dec 31, 2028, following performance period Jan 1, 2026–Dec 31, 2028.
• Performance vesting schedule (per footnote): 50% vests at top 35th percentile ROIC vs Bloomberg Peer Group; 100% vests at top 55th percentile; 175% vests at ≥85th percentile. Vesting is interpolated between these points.
• TSR modifier: Any portion of the award that would vest above 100% (up to the 175% max) will be reduced by half if absolute TSR for the period is negative.
• Survival/termination: Award survives termination for death, disability, termination without cause, or retirement at age ≥62; vesting (if any) occurs on 12/31/2028.
• Shares owned after transaction: Not specified in the publicly provided filing details.
• Transaction code: A = Award/Grant (derivative). No 10b5-1, tax‑withholding or late‑filing flag noted in the summary information provided.

Context

• This is a performance-based equity grant, not an open‑market purchase or sale; it represents potential future ownership contingent on multi-year performance goals. Such awards align executive compensation with long-term company performance rather than signaling immediate insider buying/selling.