Gresham Gwendolyn 4

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.