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Changes in Internal Control Over Financial Reporting
−Removed: There have been no changes in internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: Except as described below, there have been no changes in internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: In January 2024, we completed the acquisition of Variperm.
+Added: We are currently integrating Variperm into our internal control over financial reporting.
+Added: Because we acquired Variperm during the current fiscal year, we excluded Variperm from the scope of our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024.
+Added: This exclusion is in accordance with the general guidance published by the Staff of the SEC that an assessment of a recent business combination may be omitted from management's report on internal control over financial reporting in the first year of consolidation.
+Added: Variperm’s total assets and total revenue represented 25% and 13%, respectively, of the Company’s consolidated financial statements as of and for the year ended December 31, 2024.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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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, 2024, of the Company and our report dated March 3, 2025 expressed an unqualified opinion on those financial statements.
+Added: As described in Management’s Report on Internal Control Over Financial Reporting, appearing in Item 9A, management excluded from its assessment the internal control over financial reporting at Variperm Holdings Ltd., which was acquired on January 4, 2024, and whose financial statements constitute 25% and 13% of total assets and revenues, respectively of the consolidated financial statement amounts as of and for the year ended December 31, 2024.
+Added: Accordingly, our audit did not include the internal control over financial reporting at Variperm Holdings Ltd.
Basis for Opinion
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Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
+Added: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
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Report of Independent Registered Public Accounting Firm
−Removed: Consolidated Statements of Comprehensive Income (Loss)
+Added: Consolidated Statements of Comprehensive Loss
Consolidated Balance Sheets
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dated March 28, 2011 (incorporated herein by reference to Exhibit 3.2 to Amendment No.
−Removed: 5 to the Registration Statement, filed on March 29, 2012) (File No.
+Added: 5 to the Registration Statement, filed on March 29, 2012).
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).
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3 to the Company’s Registration Statement, filed on December 29, 2011).
−Removed: 4.2* Indenture, dated as of August 4, 2020, among the Company, the subsidiary guarantors party thereto and the Trustee and Collateral Agent.
−Removed: (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on 8-K, filed on August 5, 2020).
−Removed: 4.3* Form of 9.000% convertible senior secured notes due 2025 (incorporated herein by reference to Exhibit 4.
−Removed: 1 to the Company’s Current Report on 8-K, filed on August 5, 2020).
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).
+Added: Bond Terms for 10.50% Senior Secured Bonds due 2029, dated November 5, 2024, by and between Forum Energy Technologies, Inc.
+Added: and Nordic Trustee AS, as bond trustee and security agent (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on November 12, 2024).
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).
4 unchanged sentences
10.5*# Form of Indemnification Agreement between Forum Energy Technologies, Inc.
−Removed: 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) .
+Added: and the executive officers identified on Annex A thereto (incorporated herein by reference to Exhibit 10.10 to the Company’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).
−Removed: 10.7**# Form of Indemnification Agreement (as of December 2023) between Forum Energy Technologies and its directors and executive officers party thereto.
+Added: 10.7*# Form of Indemnification Agreement (as of December 2023) between Forum Energy Technologies and its directors and executive officers party thereto (incorporated herein by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K, filed on March 5, 2024).
10.8*# Forum Energy Technologies, Inc.
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10.9*# Forum Energy Technologies, Inc.
−Removed: 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) .
+Added: 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 on November 6, 2012).
10.10*# Severance Agreement dated as of February 16, 2018 between Forum Energy Technologies, Inc.
4 unchanged sentences
10.12*# Severance Agreement dated as of September 1, 2018 between Forum Energy Technologies, Inc.
−Removed: Lyle Williams (Incorporate herein by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed on February 28, 2019).
+Added: Lyle Williams (incorporated herein by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed on February 28, 2019).
10.13*# 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 May 2, 2017).
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10.19* Amendment No.
−Removed: 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).
+Added: 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 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 5, 2020).
10.20* Master Assignment Agreement and Amendment No.
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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).
+Added: 10.23* Amendment No.
+Added: 6 to Third Amended and Restated Credit Agreement, dated October 14, 2024, by and among Forum Energy Technologies, Inc., Forum Canada ULC, GT Coiled Tubing of Canada ULC, the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 18, 2024).
10.24*# Forum Energy Technologies, Inc.
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Second Amended and Restated 2016 Stock and Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed on May 13, 2022).
−Removed: 10.25* Registration Rights Agreement, dated as of August 4, 2020, among the Company and holders of New Notes party thereto.
−Removed: (incorporated by referenced to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 5, 2020).
−Removed: 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).
−Removed: 10.27*# Form of 2021 Performance Restricted Stock Unit Agreement (Chief Executive Officer) (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 7, 2021).
−Removed: 10.28*# Form of 2021 Performance Phantom Unit Agreement (Executive Management).(incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on May 7, 2021).
−Removed: 10.29*# Form of 2021 Restricted Stock Unit Agreement (Executive Management) (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 7, 2021).
+Added: 10.26*# Forum Second Amended and Restated 2016 Stock and Incentive Plan (As amended through May 10, 2024) (incorporated by reference to Exhibit 10.1 to Forum's Current Report on Form 8-K filed on May 15, 2024).
10.27*# Form of 2022 Restricted Stock Unit Agreement (Executive Management) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 6, 2022).
10.28*# Form of 2022 Performance Restricted Stock Unit Agreement (Executive Management) (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 6, 2022).
−Removed: 10.32*# Forum Energy Technologies, Inc.
−Removed: Amended and Restated 2021 Phantom Unit Agreement between Mr.
−Removed: Christopher Gaut and the Company (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 6, 2022).
−Removed: 10.33*# Forum Energy Technologies, Inc.
−Removed: 2022 Phantom Unit Agreement between Mr.
−Removed: Christopher Gaut and the Company(incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on May 6, 2022).
−Removed: 10.34* Asset Purchase Agreement, dated December 31, 2020, by and among Forum US, Inc., Anvil International, LLC and, for the limited purposes set forth therein, Forum Energy Technologies, Inc.
−Removed: (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 4, 2021).
−Removed: 10.35*# Letter Agreement between Mr.
−Removed: 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).
−Removed: Gaut Letter Agreement, dated December 1, 2023 (Non-Executive Chair Transition).
10.29*# 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).
1 unchanged sentence
10.31*# 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).
−Removed: 10.40**# Form of 2023 Non-Employee Director Restricted Stock Unit Agreement.
+Added: 10.32*# Form of 2023 Non-Employee Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K, filed on March 5, 2024).
+Added: 10.33*# Form of 2024 Performance Restricted Stock Unit Agreement – Executive (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2024).
+Added: 10.34*# Form of 2024 Restricted Stock Unit Agreement – Executive (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2024).
+Added: 10.35*# Form of 2024 Performance Restricted Stock Unit Agreement (with Cash Settlement Option) – Executive (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2024).
+Added: 10.36*# Form of 2024 Restricted Stock Unit Agreement (with Cash Settlement Option) – Executive (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2024).
+Added: 10.37*# Form of 2024 Restricted Stock Unit Agreement - Non Executive Director (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2024).
+Added: 10.38*# Form of 2024 Restricted Stock Award Agreement - Non Executive Director (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2024).
+Added: 10.39*# Form of 2024 Cash Award Agreement – Executive (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2024).
+Added: Gaut Letter Agreement, dated December 1, 2023 (Non-Executive Chair Transition) (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on 10-K, filed on March 5, 2024).
+Added: 10.41* Investor Rights Agreement, dated as of January 4, 2024, by and among Forum Energy Technologies, Inc., the Sellers and James Nurcombe (incorporated by reference to Exhibit 10.2 to Forum’s Current Report on Form 8-K filed on January 8, 2024).
+Added: Forum Energy Technologies, Inc.
+Added: Insider Trading Policy
21.1** Subsidiaries of Forum Energy Technologies, Inc.
−Removed: 22.1** Subsidiary guarantors of the Company’s Convertible Secured Notes due 2025.
23.1** Consent of Deloitte & Touche LLP.
4 unchanged sentences
97.1* Forum Energy Technologies, Inc.
−Removed: Clawback Policy.
+Added: Clawback Policy (incorporated by reference to Exhibit 97.1 to Forum’s Annual Report on Form 10-K filed on March 5, 2024).
101.INS** XBRL Instance Document.
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Signature Title Date
−Removed: President and Chief Executive Officer
+Added: President, Chief Executive Officer and Director
(Principal Executive Officer) March 3, 2025
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(Principal Accounting Officer) March 3, 2025
−Removed: Cristopher Gaut Chairman of the Board March 5, 2024
−Removed: Cristopher Gaut
+Added: Christopher Gaut Chairman of the Board March 3, 2025
+Added: Christopher Gaut
/s/ Evelyn M.
8 unchanged sentences
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.