REQUIRED INFORMATION
The Core Laboratories Profit Sharing and Retirement Plan (the "Plan") is subject to the requirements of the Employee Retirement Income Security Act of 1974, also known as ERISA.
ITEM 4. As permitted by the U.S. Securities and Exchange Commission Rules, Items 1, 2, and 3 of this Annual Report on Form 11-K have been omitted, and the following financial statements of the Plan, notes to such financial statements, and the Report of Independent Registered Public Accounting Firm on such financial statements are being filed in this Report in accordance with ERISA reporting requirements:
(a)Report of Independent Registered Public Accounting Firm
(b)Statements of Net Assets Available for Benefits as of December 31, 2025 and 2024
(c)Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2025
(d)Notes to Financial Statements as of December 31, 2025 and 2024
(e)Schedule H, Line 4a - Schedule of Delinquent Participant Contributions for the year ended December 31, 2025
(f)Schedule H, Line 4i - Schedule of Assets (Held at End of Year), as of December 31, 2025
The Independent Registered Public Accounting Firm's Consent to the incorporation by reference of these financial statements in the Registration Statement on Form S-8 (No. 333-248137, 333-231277, 333-73772, 333-73774), which pertains to the Core Laboratories Profit Sharing and Retirement Plan, is being filed as Exhibit 23.1 to this Annual Report on Form 11-K.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Administrative Committee and Plan Participants of the
Core Laboratories Profit Sharing and Retirement Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Core Laboratories Profit Sharing and Retirement Plan (the “Plan”) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes to the financial statements (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purposes of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Information
The supplemental information in the accompanying Schedule H, Line 4(a) Schedule of Delinquent Participant Contributions for the year ended December 31, 2025 and the Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2025, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ham, Langston & Brezina, L.L.P.
We have served as the Plan’s auditor since 2004.
Houston, Texas
June 29, 2026
CORE LABORATORIES
PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2025 AND 2024
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2025 |
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2024 |
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ASSETS |
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Investments, at fair value: |
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Core Laboratories Inc. Common Stock |
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$ |
3,734,349 |
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$ |
4,462,997 |
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Investment funds |
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153,673,264 |
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151,353,753 |
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Total investments, at fair value |
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157,407,613 |
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155,816,750 |
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Investments, at contract value: |
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Life insurance contract |
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17,431 |
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21,109 |
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Total investments |
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157,425,044 |
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155,837,859 |
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Receivables: |
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Notes receivable from participants |
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1,627,328 |
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1,507,203 |
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Total receivables |
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1,627,328 |
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1,507,203 |
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Net assets available for benefits |
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$ |
159,052,372 |
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$ |
157,345,062 |
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The accompanying notes are an integral part of these financial statements.
CORE LABORATORIES
PROFIT SHARING AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2025
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Additions to net assets attributable to: |
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Investment income: |
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Interest and dividend income |
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$ |
8,402,866 |
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Net appreciation in fair value of investments |
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11,728,893 |
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Total investment income |
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20,131,759 |
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Contributions: |
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Participant |
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4,287,242 |
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Employer |
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2,203,151 |
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Participant rollovers |
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717,860 |
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Total contributions |
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7,208,253 |
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Interest income on notes receivable from participants |
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122,068 |
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Total additions |
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27,462,080 |
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Deductions from net assets attributed to: |
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Withdrawals and retirement benefits |
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25,682,518 |
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Administrative expenses |
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72,252 |
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Total deductions |
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25,754,770 |
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Net increase in net assets available for benefits |
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1,707,310 |
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Net assets available for benefits, beginning of year |
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157,345,062 |
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Net assets available for benefits, end of year |
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$ |
159,052,372 |
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The accompanying notes are an integral part of these financial statements.
CORE LABORATORIES
PROFIT SHARING AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT PLAN PROVISIONS
The Core Laboratories Profit Sharing and Retirement Plan (the "Plan" or "Core Lab Plan") is sponsored by an entity (the "Company") wholly owned by Core Laboratories Inc. and was established, effective October 1, 1994. The following brief description of the Plan provides only general information. Participants should refer to the Summary Plan Description or Plan document for a more complete description of the Plan's provisions.
The Plan is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the Internal Revenue Code (the "Code" or “IRC”).
Plan Amendments
The Plan, from time to time, makes amendments to incorporate changes in regulations and provide clarity to its provisions. The Plan was amended and restated for this purpose, and continues to make Plan amendments, as appropriate, and any significant revisions to Plan policy are contained herein.
Plan Administrator and Trustee
An administrative committee appointed by the Company is the Plan Administrator, as defined under ERISA. Fidelity Investments (the "Record-keeper") and Fidelity Management Trust Company (the "Trustee") have been contracted to serve as the record-keeper and the trustee of the Plan, respectively. The Trustee is the custodian of the investment funds, Wilcac Insurance Company ("Wilcac") is the custodian of the life insurance contract, and Fidelity Investments is the custodian of Core Laboratories Inc. Common Stock.
Eligibility
Substantially all of the Company's employees are eligible to participate in the Plan and qualify for the employer match contribution. Participation may commence upon the eligible employee's date of hire. Employees must satisfy a service requirement of 1,000 hours of service during a Plan year to receive any "non-elective" employer contributions. New hires who are eligible to participate in the Plan are automatically enrolled in the Plan and deemed to have elected a deferral rate of 2% of their pre-tax annual compensation effective from April 1, 2025.
Contributions
The Plan allows each participant to make pre-tax contributions or after-tax Roth contributions of up to 60% of his or her compensation, as defined by the Plan, up to the statutory limit of $23,500 for 2025. The Plan also allows participants who attained age 50 before the close of the Plan year to contribute an additional "catch-up" contribution, as permitted under the Code. The Company made discretionary matching contributions of 4% for each participant's compensation totaling $2,203,151, which was made during the year ended December 31, 2025. In addition, the Company may, in its discretion, make employer "non-elective" discretionary contribution for a Plan year with respect to each participant who has completed 1,000 hours of service (as defined by the Plan) and is employed by the Company on the last day of such Plan year. During the year ended December 31, 2025, no employer non-elective discretionary contribution was made.
Form 5500, SCHEDULE H, line 4a
CORE LABORATORIES
PROFIT SHARING AND RETIREMENT PLAN
SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
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Total that Constitute Nonexempt Prohibited Transactions |
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Total Fully Corrected |
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Participant Contributions Transferred Late to the Plan |
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Contributions Not Corrected |
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Contributions Corrected Outside VFCP |
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Contributions Corrected thru VFCP |
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Under VFCP and PTE 2002-51 |
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Check here if late participant loan contributions are included. |
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Certain participant contributions for employees were not timely funded as prescribed by DOL Regulation 2510.3-102. The 2024 participant contributions were deposited in 2025. |
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$ |
— |
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$ |
1,731 |
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$ |
— |
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$ |
— |
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Form 5500, SCHEDULE H, line 4i
CORE LABORATORIES
PROFIT SHARING AND RETIREMENT PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2025
Plan Number: 001
EIN: 76-0446294
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(a) |
(b) Identity of Issuer, Borrower, Lessor or Other Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
** (e) Current Value |
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Core Laboratories Inc. |
Common Stock |
$ |
3,734,349 |
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Putnam |
Collective Trust - Putnam Stable Value |
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16,145,627 |
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* |
Fidelity |
Mutual Fund - 500 Index Fund |
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27,980,868 |
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American Funds |
Mutual Fund - 2020 Target Date Retirement Fund - Class R-6 |
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10,690,367 |
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T. Rowe Price |
Mutual Fund - Large-Cap Growth Fund I Class |
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13,788,780 |
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American Funds |
Mutual Fund - 2025 Target Date Retirement Fund - Class R-6 |
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6,666,576 |
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American Funds |
Mutual Fund - 2030 Target Date Retirement Fund - Class R-6 |
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9,079,181 |
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American Funds |
Mutual Fund - 2045 Target Date Retirement Fund - Class R-6 |
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9,903,855 |
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American Funds |
Mutual Fund - 2035 Target Date Retirement Fund - Class R-6 |
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8,157,873 |
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American Funds |
Mutual Fund - 2040 Target Date Retirement Fund - Class R-6 |
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7,296,872 |
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Touchstone |
Mutual Fund - Small Company Fund - Class R-6 |
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4,570,604 |
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Artisan |
Mutual Fund - International Value Fund Investor Class |
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4,329,473 |
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The Vanguard Group |
Mutual Fund - Selected Value Fund |
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3,998,850 |
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JP Morgan Chase Bank |
Mutual Fund - Mid Cap Growth Fund |
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2,884,224 |
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American Funds |
Mutual Fund - 2050 Target Date Retirement Fund - Class R-6 |
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4,915,806 |
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PIMCO Funds |
Mutual Fund - Total Return Fund Institutional Class |
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3,456,362 |
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The Vanguard Group |
Mutual Fund - Total Stock Market Index |
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3,702,188 |
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Cohen & Steers Funds |
Mutual Fund - Realty Shares |
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1,645,456 |
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The Vanguard Group |
Mutual Fund - Mid Capitalization Index |
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1,389,769 |
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The Vanguard Group |
Mutual Fund - Total Stock Market Index Admiral |
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1,965,655 |
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The Vanguard Group |
Mutual Fund - Small Cap Stock Index |
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1,122,051 |
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American Funds |
Mutual Fund - New World Fund - Class R-6 |
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1,755,647 |
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Calvert Investments |
Mutual Fund - Calvert Social Index |
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2,043,558 |
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American Funds |
Mutual Fund - 2055 Target Date Retirement Fund - Class R-6 |
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1,624,436 |
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Victory Capital Management |
Mutual Fund - Small Company Opportunity Fund |
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540,810 |
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JP Morgan Chase Bank |
Mutual Fund - Large Cap Value Fund |
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1,124,448 |
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American Funds |
Mutual Fund - 2060 Target Date Retirement Fund - Class R-6 |
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847,162 |
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* |
Fidelity |
Mutual Fund - US Bond Index Fund |
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1,003,502 |
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American Funds |
Mutual Fund - 2065 Target Date Retirement Fund - Class R-6 |
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280,103 |
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Fidelity |
Mutual Fund - Government Money Market Fund - Class K6 |
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763,161 |
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Wilcac Life Insurance Company |
Life Insurance Policies - Cash surrender value |
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17,431 |
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* |
Participant Loans |
Interest rates ranging from 4.25% to 9.50% with varying maturity dates |
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1,627,328 |
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$ |
159,052,372 |
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* Represents a party-in-interest transaction.
** Cost information is not presented because all investments are participant directed.
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
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CORE LABORATORIES |
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PROFIT SHARING AND RETIREMENT PLAN |
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By: |
Administrative Committee of the |
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Core Laboratories Profit Sharing and |
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Retirement Plan |
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Date: June 29, 2026 |
By: |
/s/ Christopher S. Hill |
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Christopher S. Hill |
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Administrative Committee Member, |
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Core Laboratories Profit Sharing and |
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Retirement Plan |
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