What changed in this filing

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Item 9A. Controls and Procedures

2024-03-05 compared with 2023-02-28 · 43 added, 37 removed, 161 unchanged (33% of the section changed)

19 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 28, 2023 expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated March 5, 2024 expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

Houston, Texas

February 28, 2023

March 5, 2024

Other information

Rule 10b5-1 Trading Plan

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Directors, executive officers and corporate governance

29 unchanged sentences

Number DESCRIPTION

2.1* Stock Purchase Agreement, dated as of November 1, 2023, by and among Forum Energy Technologies, Inc., Forum Canada ULC, Variperm Holdings Ltd., Variperm Energy Services Partnership, Jamie Olson, Elise Robertson, Slotting RemainCo Limited Partnership and Variperm Energy Services Partnership as the Sellers’ Representative (incorporated herein by reference to Exhibit 2.1 on the Company’s Current Report on Form 8-K, filed on November 3, 2023).

3.1* Third Amended and Restated Certificate of Incorporation of Forum Energy Technologies, Inc.

2 unchanged sentences

3.2* Amendment to the Third Amended and Restated Certificate of Incorporation of Forum Energy Technologies, Inc., effective November 9, 2020 (incorporated herein by reference to Exhibit 3.1 on the Company’s Current Report on Form 8-K, filed on November 9, 2020).

3.3* Second Amended and Restated Bylaws of Forum Energy Technologies, Inc.

dated April 17, 2012 (incorporated herein by reference to Exhibit 3.1 on the Company’s Current Report on Form 8-K, filed on April 17, 2012) (File No.

3.3* Third Amended and Restated Bylaws of Forum Energy Technologies, Inc.

dated May 12, 2023 (incorporated herein by reference to Exhibit 3.1 on the Company’s Current Report on Form 8-K, filed on May 17, 2023).

4.1* Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to Amendment No.

3 to the Registration Statement, filed on December 29, 2011) (File No.

3 to the Company ’ s Registration Statement, filed on December 29, 2011) .

4.2* Indenture, dated as of August 4, 2020, among the Company, the subsidiary guarantors party thereto and the Trustee and Collateral Agent.

3 unchanged sentences

4.4* Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, filed February 25, 2020).

10.1*# Form of Nonstatutory Stock Option Agreement (Employees and Consultants)(incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2013).

10.1*# Form of Nonstatutory Stock Option Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on April 29, 2014).

2 unchanged sentences

10.4*# Indemnification Agreement dated as of August 2, 2010 between Forum Energy Technologies and C.

Christopher Gaut (incorporated herein by reference to Exhibit 10.9 to the Registration Statement, filed on August 31, 2011) (File No.

Christopher Gaut (incorporated herein by reference to Exhibit 10.9 to the Company ’ s Registration Statement, filed on August 31, 2011) .

10.5*# Form of Indemnification Agreement between Forum Energy Technologies, Inc.

and the executive officers identified on Annex A thereto (incorporated herein by reference to Exhibit 10.10 to the Registration Statement, filed on August 31, 2011) (File No.

10.7*# Form of Indemnification Agreement between Forum Energy Technologies and each of the non-SCF directors identified on Annex A thereto (incorporated herein by reference to Exhibit 10.11 to the Registration Statement, filed on August 31, 2011) (File No.

and the executive officers identified on Annex A thereto (incorporated herein by reference to Exhibit 10.10 to the Com pany ’ s Registration Statement, filed on August 31, 2011) .

10.6*# Form of Indemnification Agreement between Forum Energy Technologies and each of the directors identified on Annex A thereto (incorporated herein by reference to Exhibit 10.11 to the Company ’ s Registration Statement, filed on August 31, 2011) .

10.7**# Form of Indemnification Agreement (as of December 2023) between Forum Energy Technologies and its directors and executive officers party thereto.

10.8*# Forum Energy Technologies, Inc.

Severance Plan (incorporated herein by reference to Exhibit 10.15 to the Registration Statement, filed on August 31, 2011) (File No.

Severance Plan (incorporated herein by reference to Exhibit 10.15 to the Company ’ s Registration Statement, filed on August 31, 2011) .

10.9*# Forum Energy Technologies, Inc.

2010 Stock Incentive Plan (as amended and restated effective August 15, 2012) (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 10- Q, filed November 6, 2012) (File No.

10.10*# Severance Agreement dated as of February 16, 2018 between Forum Energy Technologies, Inc.

10 unchanged sentences

Ivascu (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2019).

10.17* Amendment No.

2 to the Registration Rights Agreement, dated as of August 25, 2017, by and among Forum Energy Technologies and the other parties thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 28, 2017).

10.17* Registration Rights Agreement, dated as of October 2, 2017, by and between Forum Energy Technologies, Inc.

3 unchanged sentences

1 to the Third Amended and Restated Credit Agreement, dated as of February 3, 2020, among Forum Energy Technologies, Inc., the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other borrowers and guarantors party thereto (incorporate herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 5, 2020).

10.21*# Form of Restricted Stock Unit Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10.Q, filed on May 8, 2020).

10.22*# Form of Performance Share Award Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 8, 2020).

10.23* Credit Agreement Amendment, dated as of September 8, 2021, among the Company, as borrower, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 8, 2021).

10.20* Master Assignment Agreement and Amendment No.

3 to Third Amended and Restated Credit Agreement, dated as of September 8, 2021, among the Company, as borrower, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 8, 2021).

10.21*# Amendment No.

4 to Third Amended and Restated Credit Agreement, dated as of March 30, 2023, by and among Forum Energy Technologies, Inc., Forum Canada ULC, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 4, 2023).

10.22*# Master Assignment Agreement and Amendment No.

5 to Third Amended and Restated Credit Agreement, dated November 1, 2023, by and among Forum Energy Technologies, Inc., Forum Canada ULC, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 on the Company’s Current Report on Form 8-K, filed on November 3, 2023).

10.23* Forum Energy Technologies, Inc.

4 unchanged sentences

(incorporated by referenced to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 5, 2020).

10.27*# Form of Form of Performance Restricted Stock Unit Agreement (Employees and Consultants).

Restricted Stock Unit Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on November 6, 2020).

10.28*# Form of Special Performance Restricted Stock Unit Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on November 6, 2020).

10.26*# Form of Special Performance Restricted Stock Unit Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 7, 2021).

14 unchanged sentences

Christopher Gaut and Forum Energy Technologies (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 22, 2022).

Gaut Letter Agreement, dated December 1, 2023 (Non-Executive Chair Transition).

10.37*# Form of 2023 Performance Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2023).

10.38*# Form of 2023 Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2023).

10.39*# Form of 2023 Employee Cash Award (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on November 3, 2023).

10.40**# Form of 2023 Non-Employee Director Restricted Stock Unit Agreement.

21.1** Subsidiaries of Forum Energy Technologies, Inc.

5 unchanged sentences

32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1** Forum Energy Technologies, Inc.

Clawback Policy.

101.INS** XBRL Instance Document.

12 unchanged sentences

Lyle Williams, Jr.

February 28, 2023 D.

March 5, 2024 D.

Lyle Williams, Jr.

1 unchanged sentence

(As Duly Authorized Officer and Principal Financial Officer)

February 28, 2023 By:

March 5, 2024 By:

/s/ Katherine C.

Vice President and Principal Accounting Officer

Senior Vice President and Chief Accounting Officer

(As Duly Authorized Officer and Principal Accounting Officer)

1 unchanged sentence

Signature Title Date

/s/ Neal Lux President and Chief Executive Officer

(Principal Executive Officer) February 28, 2023

President and Chief Executive Officer

(Principal Executive Officer) March 5, 2024

Lyle Williams, Jr.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer) February 28, 2023

(Principal Financial Officer) March 5, 2024

Lyle Williams, Jr.

/s/ Katherine C.

Keller Vice President and Chief Accounting Officer

(Principal Accounting Officer) February 28, 2023

Cristopher Gaut Chairman of the Board February 28, 2023

Keller Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer) March 5, 2024

Cristopher Gaut Chairman of the Board March 5, 2024

Cristopher Gaut

/s/ Evelyn M.

Angelle Director February 28, 2023

Carrig Director February 28, 2023

/s/ Michael McShane Director February 28, 2023

Angelle Director March 5, 2024

/s/ Leslie A.

Beyer Director March 5, 2024

Carrig Director March 5, 2024

/s/ Michael McShane Director March 5, 2024

Michael McShane

Raspino Director February 28, 2023

/s/ Emily Reichert, Ph.D.

Director February 28, 2023

Emily Reichert, Ph.D.

Rowsey III Director February 28, 2023

/s/ John Schmitz Director February 28, 2023

Raspino Director March 5, 2024

Rowsey III Director March 5, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures