Gresham Gwendolyn 4
4 · Core Laboratories Inc. /DE/ · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Core Laboratories (CLB) SVP Gwendolyn Gresham Receives Award
What Happened
Gwendolyn Gresham, Senior Vice President of Core Laboratories (CLB), was granted 33,490 performance-based shares (reported as a derivative award, code A) on February 12, 2026. The grant was recorded at $0.00 per share for reporting purposes (no cash purchase). These shares do not vest immediately and will only convert to common stock, if at all, based on performance metrics measured at the end of the three‑year performance period (Dec 31, 2028).
Key Details
- Transaction date: 2026-02-12; Form 4 filed: 2026-02-17 (filing appears timely).
- Grant: 33,490 shares reported as acquired at $0.00 (derivative/award, transaction code A).
- Shares owned after transaction: not disclosed in the provided excerpt.
- Vesting: 3‑year performance period from Jan 1, 2026 to Dec 31, 2028; vesting occurs only on Dec 31, 2028 if performance targets met.
- Performance metrics (footnotes): vesting tied to Return on Invested Capital (ROIC) percentile vs Bloomberg Peer Group — 50% vesting at top 35th percentile, 100% at 55th percentile, and up to 175% at ≥85th percentile, with straight-line interpolation between tiers. Any vesting above 100% can be reduced by half if absolute total shareholder return (TSR) for the period is negative.
- Survival provisions: award survives death, disability, termination without cause, or retirement at/after age 62 (still vests only at end of period if conditions met).
- No 10b5-1, tax‑withholding, or immediate sale noted in provided data.
Context
This is a performance‑based restricted equity award used for executive compensation, not an open‑market purchase or sale. Such awards signal incentive alignment with long‑term performance metrics (ROIC and TSR) but do not represent an immediate insider buy/sell decision by the executive. Retail investors should view this as compensation structure information rather than a direct trading signal.
Insider Transaction Report
- Award
Performance Shares
[F1][F2]2026-02-12+33,490→ 33,490 totalExercise: $0.00→ Common Stock (33,490 underlying)
Footnotes (2)
- [F1]This award vests following the conclusion of a three-year performance period that began on January 1, 2026 and ends on December 31, 2028 (the "Performance Period"). This award survives termination of employment due to death, disability, termination by the Company without cause or retirement by the employee upon having reached 62 years of age. In all cases, the shares will vest, if at all, on December 31, 2028, following the conclusion of the Performance Period as follows: 50% of the award will vest if the Company is in the top 35th percentile of Return on Invested Capital ("ROIC") among the Bloomberg Peer Group ("BPG"), 100% of the award will vest if the Company is in the top 55th percentile of ROIC among the BPG, and 175% of the award will vest if the Company is at or above the 85th percentile of ROIC among the BPG, as measured and determined by the Compensation Committee at the end of the Performance Period.
- [F2]The number of common shares vesting pursuant to the award will be interpolated on a straight-line basis between the 35th and 55th percentile of ROIC (equivalent to 50% up to 100% of the award) and again between the 55th and 85th percentile of ROIC (equivalent to 100% up to 175% of the award). The number of common shares that could vest over 100% of the award up to the maximum of 175% of the award, if any, will be reduced by one-half if absolute total shareholder return for the Performance Period is negative, as measured and determined by the Compensation Committee at the end of the Performance Period.