What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-02-27 compared with 2025-03-03 · 269 added, 296 removed, 857 unchanged (40% of the section changed)

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Report of independent registered public accounting firm - Deloitte & Touche LLP

Consolidated statements of comprehensive loss for the years ended December 31, 2024 and 2023

Consolidated statements of comprehensive income (loss) for the years ended December 31, 2025 and 2024

Consolidated balance sheets as of December 31, 2025 and 2024

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We have audited the accompanying consolidated balance sheets of Forum Energy Technologies, Inc.

and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive loss, changes in stockholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 3, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Goodwill — Downhole Reporting Unit — Refer to Notes 2 and 6 to the financial statements

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We identified the Company’s goodwill impairment assessment for the Downhole reporting unit as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting unit.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions utilized in the income approach related to forecasts of future revenues and profitability margins, long-term growth rate and discount rate, among others.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s forecasts and the selection of discount rates used by management to determine the fair value of the Downhole reporting unit and included the following, among others:

• We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over management’s selection of the discount rate and forecasts of future revenue and operating margin.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate, including testing the source information underlying the determination of the discount rate, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rate selected by management.

• We evaluated management’s ability to accurately forecast future revenue and operating margin by comparing actual results to management’s historical forecasts.

• We evaluated the reasonableness of management’s revenue and operating margin forecasts by comparing the forecasts to (1) historical results and (2) internal communications to management and the Board of Directors.

Business Combination — Variperm — Refer to Note 4 to the financial statements

Critical Audit Matter Description

The Company completed the acquisition of Variperm on January 4, 2024 (the “Variperm Acquisition”).

The purchase price was allocated to the assets acquired and liabilities assumed based on their respective estimated fair values.

The largest asset classes acquired included customer relationships, trade name, and backlog (“Intangible Assets”);

and property, plant and equipment (“PP&E”).

The fair value for trade name was estimated using the income approach, customer relationships and backlog were estimated using the multi-period excess earnings method and PP&E was valued using the cost approach.

We identified the valuation of Intangible Assets and PP&E arising out of the Variperm Acquisition as a critical audit matter because of the estimates made by management to determine the fair value of these assets.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our valuation specialists when performing audit procedures to determine the fair value of acquired assets.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the fair value of Intangible Assets and PP&E acquired as part of the Variperm Acquisition included the following, among others:

• We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the assumptions used in the income approach for Intangible Assets as well as in the cost approach for PP&E.

In addition, we evaluated the work of management’s third-party specialists.

• With the assistance of our fair value specialists, and in respect to the PP&E acquired, we evaluated the reasonableness of the valuation methodology, current market data, and the cost to replace or reproduce comparable assets and developed a range of independent estimates and compared to those used by management.

• With the assistance of our fair value specialists, and in respect to the Intangible Assets acquired, we evaluated the estimates used in the relief-from-royalty method for trade name and estimates used in the multi-period excess earnings method for customer relationship and backlog and developed a range of independent estimates and compared those to those selected by management.

• We considered any events or transactions occurring after the Variperm Acquisition closing date that may indicate a different valuation for the acquired Intangible Assets and PP&E.

Long-lived Assets — Impairment of Intangibles Assets — Refer to Notes 2 and 7 to the financial statements

Critical Audit Matter Description

Long-lived assets, which consists of property and equipment, intangible assets with finite useful lives (“intangible assets”), and right-of-use assets, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

During the fiscal year ended December 31, 2024, the company determined the carrying value of intangibles assets in the Coiled Tubing product line was impaired.

As a result, the Company recorded an impairment charge on intangible assets of $119.1 million in 2024.

We identified impairment for intangibles assets in the Coiled Tubing product line as a critical audit matter because of the estimates made by management to determine the fair value of these assets.

This required a high degree of auditor judgment and an increased extent of effort including the need to involve fair value specialists when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenues and profitability margins, long term growth rate and discount rate.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions utilized in the income approach related to revenue growth rates, operating margins, weighted average costs of capital and terminal growth rate, among others.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of the Company’s impairment analysis for the coiled tubing product line included the following, among others:

• We tested the effectiveness of controls over the determination of fair value, including controls related to management’s development of forecasts of revenues and profitability margins, long-term growth rate and discount rate.

• Assessed the reasonableness of management’s estimates of future projections of revenues and cash flows within the undiscounted future net cash flows and discounted future net cash flows for the Coiled tubing asset group by:

– Compared historical results to the Company’s strategic plans.

– Made inquiries of management and corroborating inquiries with the Company’s strategic planning group.

– Read internal communications to management and the Board of Directors.

– With the assistance of our fair value specialists, we evaluated reasonableness of the discount rates and developed a range of independent estimates and compared those to the discount rates selected by management.

– Compared long-term growth rate by comparing them with projected nominal gross domestic product growth rates of the economies and the industry in which the entity operates.

• Evaluated the reasonableness of key assumptions used by management in determining the undiscounted and discounted future net cash flows.

Our audit procedures related to management’s forecasts of revenue and operating margins and the selection of discount rates used by management to determine the fair value of the Downhole reporting unit and included the following, among others:

• We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over management’s determination of the weighted average costs of capital and forecasts of future revenue and operating margin.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) weighted average costs of capital including testing the source information underlying the determination of the weighted average costs of capital, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the weighted average costs of capital selected by management.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the terminal growth rate by analyzing inflation, economic and industry growth statistics available from independent sources.

• We evaluated management’s ability to accurately forecast future revenue and operating margin by comparing actual results to management’s historical forecasts and evaluated the reasonableness of such forecasts by comparing to (1) historical results and (2) internal communications to management and the Board of Directors.

/s/ Deloitte & Touche LLP

Houston, Texas

March 3, 2025

February 27, 2026

We have served as the Company’s auditor since 2019.

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Gain on sale-leaseback transactions ( 11,182 ) ( 4,860 )

Loss on disposal of assets and other 484 156

Loss (gain) on disposal of assets and other ( 378 ) 484

Total operating expenses 188,891 341,800

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Loss on extinguishment of debt — 2,854

Foreign exchange losses and other, net 7,315 10,233

Foreign exchange losses (gains) and other, net ( 4,754 ) 7,315

Total other expense, net 13,558 41,659

Loss before income taxes ( 128,426 ) ( 7,814 )

Income (loss) before income taxes 16,587 ( 128,426 )

Income tax expense 26,247 6,900

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Diluted $ ( 0.81 ) $ ( 11.00 )

Other comprehensive income (loss), net of tax of $ 0 :

Other comprehensive income (loss), net of tax of $ 203 and $ 0 :

Net loss $ ( 9,660 ) $ ( 135,326 )

Change in foreign currency translation 7,501 ( 8,168 )

Gain (loss) on pension liability 157 ( 508 )

Gain on pension liability 294 157

Comprehensive loss $ ( 1,865 ) $ ( 143,337 )

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Commitments and contingencies

Common stock, $ 0.01 par value, 14,800,000 shares authorized, 12,999,246 and 10,901,878 shares issued

Common stock, $ 0.01 par value, 29,600,000 and 14,800,000 shares authorized, 13,192,818 and 12,999,246 shares issued

Additional paid-in capital 1,427,589 1,419,871

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Amortization of intangible assets 19,938 36,821

Impairment of property and equipment and other assets 4,291 —

Impairment of intangible assets — 119,123

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Proceeds from sale of property and equipment 1,007 703

Acquisition of businesses, net of cash acquired ( 150,408 ) —

Proceeds from sale-leaseback transactions 14,574 20,324

Net cash used in investing activities ( 137,526 ) ( 6,573 )

Acquisition of businesses, net of cash acquired — ( 150,408 )

Net cash provided by (used in) investing activities 9,566 ( 137,526 )

Cash flows from financing activities

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Stock-based compensation expense — 7,137 — — — 7,137

Treasury stock — — ( 3,497 ) — — ( 3,497 )

Conversion of debt to common stock 46 113,604 — — — 113,650

Liability awards converted to shares settled — 337 — — — 337

Stock issued related to business acquisition 20 44,200 — — — 44,220

Change in pension liability — — — — 157 157

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Stock-based compensation expense — 9,041 — — — 9,041

Stock issued related to business acquisition 20 44,200 — — — 44,220

Liability awards converted to shares settled — 337 — — — 337

Treasury stock — — ( 34,612 ) — — ( 34,612 )

Change in pension liability — — — — 294 294

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Forum Energy Technologies, Inc.

(the “Company,” “FET,” “we,” “our,” or “us”), a Delaware corporation, is a global manufacturing company serving the oil, natural gas, industrial and renewable energy industries.

With headquarters located in Houston, Texas, FET provides value added solutions that increase the safety and efficiency of energy exploration and production.

(the “Company,” “FET,” “we,” “our,” or “us”), a Delaware corporation, is a global manufacturing company serving the oil, natural gas, defense and renewable energy industries.

With headquarters located in Houston, Texas, FET provides value added solutions that increase the safety, efficiency, and environmental impact of our customers’ operations.

Summary of Significant Accounting Policies

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Additional information that enhances and refines the estimating process that is obtained after the balance sheet date, but before issuance of the consolidated financial statements, is reflected in the consolidated financial statements.

On May 9, 2025, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to increase the Company’s authorized shares of common stock from 14.8 million shares to 29.6 million shares.

Cash and cash equivalents

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Cash equivalents are based on quoted market prices, a Level 1 fair value measure.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

Accounts receivable-trade

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Any payments subsequently received on receivables previously written-off are credited to bad debt expense.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

The changes in allowance for doubtful account during the years ended December 31, 2025 and 2024 were as follows (in thousands):

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The fair value is determined either through the use of an external valuation, or by means of an analysis of discounted future cash flows based on expected utilization.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

Lease obligations

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As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments.

Our leases have

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

remaining terms of one to 15 years and may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Our leases have remaining terms of one to 18 years and may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

The operating lease assets also include any upfront lease payments made and exclude lease incentives and initial direct costs incurred.

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At October 1, 2025, we performed our annual impairment test and concluded that there had been no impairment because the estimated fair value exceeded its carrying value by approximately 40 %.

Intangible assets with definite lives are comprised of customer and distributor relationships, patents and technology, trade names, trademarks and non-compete agreements which are amortized on a straight-line basis over the life of the intangible asset, generally two to 19 years.

These assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

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The impairment loss recognized represents the excess of an asset’s carrying value as compared to its estimated fair value.

In 2024, an impairment loss of $ 119.1 million was recorded on intangible assets within the Coiled Tubing product line.

No impairments to intangible assets were recorded in 2025.

In 2024, an impairment loss of $ 119.1 million was recorded on intangible assets within the Coiled Tubing product line.

Refer to Note 6 Goodwill and Intangible Assets for further discussion.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

Recognition of provisions for contingencies

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The liability for product warranty is included in accrued liabilities in the consolidated balance sheets.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

Revenue recognition and deferred revenue

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The amount of revenue recognized for products is adjusted for expected returns, which are estimated based on historical data.

Revenue from goods transferred to customers over time accounted for 6 % of revenues for the year ended December 31, 2024, which is related to certain contracts in our Subsea and Production Equipment product lines.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

Revenue from goods transferred to customers over time accounted for 21 % of revenues for the year ended December 31, 2025, which is related to certain contracts in our Subsea, Production Equipment and Downhole product lines.

Recognition over time for these contracts is supported by our assessment of the products supplied as having no alternative use to us and by clauses in the contracts that provide us with an enforceable right to payment for performance completed to date.

We use the cost-to-cost method to measure progress for these contracts because it best depicts the transfer of assets to the customer which occurs as costs are incurred on the contract.

For performance obligations satisfied over time, we measure progress toward completion using either an input method or an output method, depending on which method best depicts the transfer of control of goods or services to the customer.

The selection of the method requires judgment and is based on the nature of the goods or services promised and the terms of the contract.

For certain contracts, we use an input method and measure progress using the cost-to-cost method because it best depicts the transfer of assets to the customer which occurs as costs are incurred on the contract.

The amount of revenue recognized is calculated based on the ratio of costs incurred to-date compared to total estimated costs which requires management to calculate reasonably dependable estimates of total contract costs.

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In such cases, no profit is recognized during the period.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

For other contracts, we use an output method to measure progress toward completion where such measures provide a more faithful depiction of performance.

Under the output method, revenue is recognized based on direct measurements of value transferred to the customer, such as milestones achieved, units delivered, or other deliverables transferred relative to the remaining goods or services to be provided under the contract.

Accounting estimates during the course of projects may change, primarily related to our remotely operated vehicles (“ROVs”) which may take longer to manufacture.

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For the years ended December 31, 2025 and 2024, no customer accounted for 10% or more of the total revenue or 10% or more of the total accounts receivable balance at the end of the respective period.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

Stock-based compensation

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If a tax position meets the “more likely than not” recognition criteria, accounting guidance requires the tax position be measured at the largest amount of benefit greater than 50% likely of being realized upon ultimate settlement.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

local currency translation

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dollar are translated into U.S.

dollars using the current rate method whereby assets and liabilities are translated at the balance sheet rate and income and expenses are translated at the average exchange rates in effect during the period.

dollar using the current rate method whereby assets and liabilities are translated at the balance sheet rate and income and expenses are translated at the average exchange rates in effect during the period.

The resultant translation adjustments are reported as a component of accumulated other comprehensive loss within equity in our consolidated balance sheets.

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Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

Recent accounting pronouncements

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Accounting Standards Adopted in 2025

Segment Reporting (Topic 280) .

In November 2023, FASB issued ASU 2023-07, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

This update is effective retrospectively for fiscal years beginning after December 15, 2023, and interim periods within fiscal years after December 15, 2024.

Early adoption is permitted.

The Company adopted this accounting standard effective January 1, 2024, and the adoption resulted in additional segment disclosures in our consolidated financial statements.

Accounting Standards Issued But Not Yet Adopted

Income Taxes (Topic 740).

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This update should be applied prospectively but retrospective application is permitted.

The Company is in the process of evaluating the impact it may have on our consolidated financial statements.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

The Company adopted this accounting standard effective January 1, 2025 on a prospective basis, and the adoption resulted in additional tax disclosures in our consolidated financial statements.

Accounting Standards Issued But Not Yet Adopted

Disaggregation of Income Statement Expenses (Subtopic 220-40).

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The following table reflects the changes in our contract assets and contract liabilities balances for the years ended December 31, 2025 and 2024:

December 31, 2024 December 31, 2023 Decrease

December 31, 2025 December 31, 2024 Increase / (Decrease)

Accrued revenue $ 21 $ 752

Costs and estimated profits in excess of billings 9,369 11,632

Contract assets - current 12,384 15,166

Contract assets - non-current — 1,828

Contract assets $ 9,390 $ 12,384 $ ( 2,994 ) ( 24 ) %

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Contract liabilities $ 34,322 $ 13,100 $ 21,222 162 %

During the year ended December 31, 2024, our contract assets decreased by $ 4.6 million and our contract liabilities decreased by $ 1.7 million primarily due to the timing of milestone billings in our Subsea product line.

The noncurrent portion of contract assets is recorded on the consolidated balance sheets as other Iong-term assets.

During the year ended December 31, 2025, our contract assets decreased by $ 3.0 million and our contract liabilities increased by $ 21.2 million primarily due to the timing of milestone billings in our Subsea product line.

During the year ended December 31, 2025, we recognized revenue of $ 12.1 million that was included in the contract liabilities balance at the beginning of the period.

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As such, we have elected to apply the practical expedient which allows an entity to exclude disclosures about its remaining performance obligations if such obligation is part of a contract that has an original expected duration of one year or less.

On January 4, 2024, the Company and its wholly owned subsidiary acquired all of the issued and outstanding common shares of Variperm in the Variperm Acquisition.

Variperm, headquartered in Canada, is a manufacturer of downhole technology solutions, providing sand and flow control products for heavy oil applications.

Total consideration for the Variperm Acquisition included approximately $ 150.0 million of cash and 2.0 million shares of the Company’s common stock, which was subject to customary purchase price adjustments.

In connection with the closing, to fund the cash portion of the purchase price, the Company borrowed $ 90.0 million under its senior secured asset-based lending facility (“Credit Facility”) on January 2, 2024 and entered into a $ 60.0 million second lien seller term loan credit agreement (“Seller Term Loan”) on January 4, 2024.

In March 2024, in connection with the finalization of working capital adjustments, the principal amount of the Seller Term Loan was reduced by $ 0.3 million.

In September 2024, the Company finalized the purchase price allocation resulting in an adjustment to goodwill of $ 2.8 million.

Adjustments primarily related to deferred income taxes.

Forum Energy Technologies, Inc.

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Notes to consolidated financial statements (continued)

During 2024, the Company recognized acquisition-related costs of $ 7.7 million, for consulting fees and other costs expensed as transaction expenses.

The acquisition of business on the statement of cash flow is presented net of the cash and cash equivalents acquired.

The following table summarizes the fair value of identified assets acquired and liabilities assumed at the date of acquisition.

The allocation of consideration transferred is based on management's estimates, judgments and assumptions.

Management estimated that consideration paid exceeded the fair value of the net assets acquired.

Therefore, goodwill of $ 66.8 million was recorded, most of which is not expected to be deductible for income tax purposes.

The Company has estimated the useful lives of customer relationships, backlog and trade names as approximately eight years , two years and eight years , respectively.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of the acquisition (in thousands):

Cash and cash equivalents $ 4,388

Accounts receivable—trade 24,036

Inventories 13,422

Property and equipment 26,213

Intangible assets 104,600

Prepaid expenses and other assets 3,718

Total assets acquired 176,377

Current liabilities 11,760

Long-term liabilities 32,379

Total liabilities assumed 44,139

Total identifiable net assets acquired 132,238

Goodwill 66,778

Total purchase consideration $ 199,016

The excess of the total equity value of Variperm based on the purchase consideration over net assets acquired was recorded as goodwill.

The goodwill is primarily attributable to revenue synergies and assembled workforce expected to be realized from the acquisition.

Intangible assets acquired as a result of the Variperm Acquisition are amortized on a straight-line basis to reflect the pattern in which the economic benefits of the intangible assets are realized.

Acquired goodwill and intangibles relate to our Downhole reporting unit and Downhole asset group.

The fair value for trade names were estimated using the income approach, specifically the relief-from-royalty method which estimates the cost savings that accrue to the owner of the intangible assets that would otherwise be payable as royalties or licenses fees on revenues earned through the use of the asset.

The fair value of customer relationships and backlog were estimated using the multi-period excess earnings method.

The excess earning method model estimates revenues and cash flows derived from the asset and then deducts portions of the cash flow that can be attributed to supporting assets.

The resulting cash flow, which is attributable solely to the asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate the present value.

Unaudited Pro Forma Financial Information

The contributed revenues and net income to the Company of the acquired Variperm business, for the period from January 4, 2024 to December 31, 2024 were $ 109.3 million and $ 19.0 million, respectively.

The following unaudited pro forma summary presents the results of operations of the Company as if the acquisition of Variperm occurred on January 1, 2023 (in thousands):

Year ended December 31,

Revenue $ 816,425 $ 868,015

Net income (loss) ( 135,326 ) ( 14,131 )

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

The amounts have been calculated after applying the Company's accounting policies and adjusting the results of Variperm to reflect additional depreciation, amortization, and other purchase accounting adjustments assuming the fair value adjustments to the property, plant and equipment and intangibles assets and other purchase accounting adjustments have been applied on January 1, 2023.

The pro forma amounts do not include any potential cost savings or other expected benefits of the acquisition and are presented for illustrative purposes only.

Further, the pro forma amounts are not necessarily indicative of results that would have been achieved if the acquisition had occurred as of January 1, 2023 or of future operating performance.

The Company’s significant components of inventories at December 31, 2025 and 2024 were as follows (in thousands):

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December 31, 2025 35,692 19,673 ( 32,345 ) 23,020

During 2025, we recognized $ 15.4 million of inventory write-downs related to the Company’s strategic decision to consolidate facilities and discontinue certain products.

Property and Equipment

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Depreciation expense was $ 13.8 million and $ 16.9 million for the years ended December 31, 2025 and 2024, respectively.

In November 2024, the Company disposed land and buildings related to sale-leaseback transactions with a net book value of approximately $ 15.5 million and received net proceeds of $ 20.3 million.

The Company recognized a gain of $ 4.9 million as a result, which is reported in operating income in the consolidated statements of comprehensive loss.

During 2025, we recognized $ 1.2 million of impairment related to the Company’s strategic decision to consolidate facilities and discontinue certain products.

June 2025, the Company disposed land and buildings related to sale-leaseback transactions with a net book value of approximately $ 1.9 million and received net proceeds of $ 8.8 million, of which $ 0.8 million is receivable with a due date of June 2027.

The Company recognized a gain of $ 6.9 million as a result, which is reported in operating income (loss) in the consolidated statements of comprehensive loss.

In August 2025, the Company disposed land and buildings related to sale-leaseback transactions with a net book value of approximately $ 2.3 million and received net proceeds of $ 6.5 million.

The Company recognized a gain of $ 4.3 million as a result, which is reported in operating income (loss) in the consolidated statements of comprehensive loss.

Forum Energy Technologies, Inc.

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Notes to consolidated financial statements (continued)

In November 2024, the Company disposed land and buildings related to sale-leaseback transactions with a net book value of approximately $ 15.5 million and received net proceeds of $ 20.3 million.

The Company recognized a gain of $ 4.9 million as a result, which is reported in operating income (loss) in the consolidated statements of comprehensive loss.

Goodwill and Intangible Assets

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Goodwill, December 31, 2024 $ 61,653

Impact on non-U.S.

local currency translation 3,014

Goodwill, December 31, 2025 $ 64,667

We perform our annual test of goodwill as of October 1 or when events and circumstances indicate that the fair value may be below its carrying value.

There was no impairment of goodwill during the year ended December 31, 2024.

There was no impairment of goodwill during the years ended December 31, 2025 and 2024.

Intangible Assets

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Trade names and other 28,913 ( 22,567 ) 6,346 8 - 19

Trademark 5,089 ( 2,120 ) 2,969 15

Total intangible assets $ 271,069 $ ( 161,839 ) $ 109,230

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As a result, the Company recorded an impairment charge of $ 119.1 million in 2024.

The fair values used in the impairment analysis were determined using the net present value of the expected future cash flows for the asset group (classified within level 3 of the fair value hierarchy).

The Company determine the fair value of the reporting unit using a discounted cash flow analysis, which requires significant assumptions and estimates about the future operations of the reporting unit.

The assumptions about future cash flows and growth rates are based on the Company’s current estimates, strategic plans and management’s estimates for future activity levels.

Forecasted cash flows in future periods were estimated using a terminal value calculation, which considered long-term earnings growth rates.

Forum Energy Technologies, Inc.

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Notes to consolidated financial statements (continued)

The Company determined the fair value of the reporting unit using a discounted cash flow analysis, which requires significant assumptions and estimates about the future operations of the reporting unit.

The assumptions about future cash flows and growth rates are based on the Company’s current estimates, strategic plans and management’s estimates for future activity levels.

Forecasted cash flows in future periods were estimated using a terminal value calculation, which considered long-term earnings growth rates.

Amortization expense was $ 19.9 million and $ 36.8 million for the years ended December 31, 2025 and 2024, respectively.

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2029 Bonds $ 100,000 $ 100,000

2025 Notes — 134,208

Credit Facility 37,282 90,392

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Long-term debt, principal amount 141,290 193,765

Unamortized debt discount — ( 5,074 )

Debt issuance cost ( 5,362 ) ( 5,374 )

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Long-term debt, net of current portion $ 134,521 $ 186,525

Our 9.00 % Convertible Senior Secured Notes due 2025 (“2025 Notes”), of which no principal amount was outstanding at December 31, 2024, paid interest at the rate of 9.00 %, of which 6.25 % was payable in cash and 2.75 % was payable in cash or additional notes, at the Company’s option.

The 2025 Notes were secured by a first lien on substantially all of the Company’s assets, except for Credit Facility priority collateral, which secured the 2025 Notes on a second lien basis.

During January 2023, $ 122.8 million or 48 % of the then-outstanding principal amount of the 2025 Notes mandatorily converted into approximately 4.5 million shares of common stock.

In June 2024, we repurchased $ 13.0 million in aggregate principal amount of our 2025 Notes for $ 13.0 million.

The net carrying value of the extinguished debt, including unamortized debt discount and debt issuance costs, was $ 12.5 million, resulting in a $ 0.5 million loss on extinguishment of debt.

In August 2024, we redeemed $ 60.0 million in aggregate principal amount of our 2025 Notes for $ 60.0 million.

The net carrying value of the extinguished debt, including unamortized debt discount and debt issuance costs, was $ 58.2 million, resulting in a $ 1.8 million loss on extinguishment of debt.

In November 2024, we redeemed the remaining $ 61.2 million outstanding principal amount of our 2025 Notes at par, and we discharged our obligations under the indenture governing the 2025 Notes.

The net carrying value of the extinguished debt, including unamortized debt discount and debt issuance costs, was $ 59.9 million, resulting in a $ 1.3 million loss on extinguishment of debt.

On November 8, 2024, we completed the offering of $ 100.0 million aggregate principal amount of 10.50 % senior secured bonds (the “2029 Bonds”).

The 2029 Bonds were privately placed, at an issue price of par.

The net proceeds of approximately $ 96.0 million from the offering, together with cash on hand of $ 10.2 million and borrowings from our Credit Facility of $ 15.0 million , were used to repay all borrowings outstanding under the Seller Term Loan issued in connection with the acquisition of Variperm in January 2024 and to redeem in full all outstanding 2025 Notes (as defined below).

The 2029 Bonds were issued pursuant to the Bond Terms, dated as of November 5, 2024 (the “Bond Terms”), between the Company and Nordic Trustee AS, as bond trustee and security agent (the “Bond Trustee”).

In May 2025, the 2029 Bonds were listed on the Euronext ABM exchange.

The 2029 Bonds are the Company’s senior secured obligations and are jointly and severally guaranteed on a senior secured basis by each of the Company’s present and future direct and indirect domestic subsidiaries that guarantees its Credit Facility and certain of the Company’s foreign subsidiaries.

The 2029 Bonds will mature on November 7, 2029.

Interest on the 2029 Bonds will accrue at a rate of 10.50 % per annum payable semi-annually in arrears on May 7 and November 7 of each year in cash, beginning May 7, 2025.

Prepayment of the 2029 Bonds prior to May 7, 2027 requires the payment of make-whole amounts, and prepayments on or after that date are subject to prepayment premiums that decline over time.

Forum Energy Technologies, Inc.

1 unchanged sentence

Notes to consolidated financial statements (continued)

Seller Term Loan

On January 4, 2024, the Company entered into the Seller Term Loan in connection with the closing of the Variperm Acquisition, which had an initial principal amount of $ 60.0 million and a maturity date in December 2026.

In March 2024, in connection with the finalization of purchase price adjustments, the principal amount of the Seller Term Loan was reduced by $ 0.3 million.

The Seller Term Loan bore interest at the rate of (i) 11.00 % per year for the period commencing on the Closing Date to (but excluding) the first anniversary of the Closing Date, (ii) 17.00 % per annum for the period commencing on the first anniversary of the Closing Date to (but excluding) the second anniversary of the Closing Date and (iii) 17.50 % per annum for the period commencing on the second anniversary of the Closing Date to (but excluding) the maturity date.

The Company had an option to prepay the Seller Term Loan anytime without premium or penalty.

Subject to customary exceptions, all obligations under the Seller Term Loan were guaranteed, jointly and severally, by our wholly owned U.S.

and Canadian subsidiaries and were secured by substantially all assets of each such entity and the Company, subject to customary exclusions pursuant to certain intercreditor arrangements.

The Seller Term Loan also contained customary representations and warranties and affirmative and negative covenants, as well as customary events of default, with corresponding grace periods, including, without limitation, payment defaults, cross-defaults to other agreements evidencing indebtedness and bankruptcy-related defaults.

In November 2024, we repaid in full our Seller Term Loan for $ 58.4 million .

The net carrying value of the extinguished debt, including unamortized debt issuance costs, was $ 59.2 million , resulting in a $ 0.8 million gain on extinguishment of debt.

The 2029 Bonds contain the following financial covenants:

(i) a maximum leverage ratio of 4.0 x;

and (ii) a minimum liquidity test equal to $ 25.0 million , in each case, for the Company and its consolidated subsidiaries.

The Bond Terms also contain certain equity cure rights with respect to such financial covenants.

The 2029 Bonds are also subject to negative covenants as set forth in the Bond Terms.

As of December 31, 2025, the Company was in compliance with all of its 2029 Bonds financial covenants.

Upon the occurrence of certain change of control events, as specified in the Bond Terms, each holder of the 2029 Bonds will have the right to require that the Company repurchase all or some of such holder’s 2029 Bonds in cash at a purchase price equal to 101 % of the aggregate principal amount thereof.

The Bond Terms contain certain customary events of default, including, among other things:

(i) default in the payment of any amount when due;

(ii) default in the performance or breach of any other covenant in the Finance Documents, as defined in the Bond Terms, which default continues uncured for a period of 20 business days after the earlier of (1) the Company’s actual knowledge of such event or (2) the Company’s receipt of notice from the Bond Trustee;

and (iii) certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of the Company.

Credit Facility

Our Credit Facility matures on the earliest of (a) September 8, 2028 and (b) the date that is 91 days prior to the maturity of 2029 Bonds (which will not apply if the 2029 Bonds are repaid prior to such 91st day).

Th e Credit Facility provides revolving credit commitments of $ 250.0 million (with a sublimit of up to $ 70.0 million available for the issuance of letters of credit for the account of the Company and certain of its domestic subsidiaries) (the “U.S.

Our senior secured asset-based lending facility (“Credit Facility”) matures on the earliest of (a) September 8, 2028 and (b) the date that is 91 days prior to the maturity of the 2029 Bonds (or any notes issued to refinance the 2029 Bonds) (which will not apply if the 2029 Bonds or such refinancing notes are repaid prior to such 91st day).

The maturity date of our Credit Facility was amended subsequent to year end.

Refer to Note 16 Subsequent Events f or further details.

The Credit Facility provides revolving credit commitments of $ 250.0 million (with a sublimit of up to $ 70.0 million available for the issuance of letters of credit for the account of the Company and certain of its domestic subsidiaries) (the “U.S.

Line”), of which up to $ 50.0 million is available to certain of our Canadian subsidiaries for loans in U.S.

or Canadian dollars (with a sublimit of up to $ 10.0 million available for the issuance of letters of credit for the account of our Canadian subsidiaries) (the “Canadian Line”).

The sublimit for the issuance of letters of credit for the account of the Company and certain of its domestic subsidiaries was amended subsequent to year end.

Refer to Note 16 Subsequent Events for further details.

Lender commitments under the Credit Facility, subject to certain limitations, may be increased by an additional $ 100.0 million .

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Line bear interest at a rate equal to, at our option, either (a) the Secured Overnight Financing Rate (“SOFR”), subject to a floor of 0.00 %, plus a margin of 2.25 % to 2.75 %, or (b) a base rate plus a margin of 1.25 % to 1.75 %, in each case based upon the Company’s quarterly total net leverage ratio.

The interest rate margins applicable to the U.S.

Line were amended subsequent to year end.

Refer to Note 16 Subsequent Events for further details.

Line base rate is determined by reference to the greatest of (i) the federal funds rate plus 0.50 % per annum, (ii) the one-month adjusted term SOFR plus 1.00 % per annum, and (iii) the “prime rate” of interest announced by Wells Fargo Bank, National Association, subject to a floor of 0.00 %.

Borrowings under the Canadian Line bear interest at a rate equal to, at our Canadian borrowers’ option, either (a) Canadian Overnight Repo Rate Average (“CORRA”), subject to a floor of 0.00 %, plus a margin of 2.25 % to 2.75 %, or (b) a base rate plus a margin of 1.25 % to 1.75 %, in each case based upon the Company’s quarterly net leverage ratio.

The interest rate margins applicable to the Canadian Line were amended subsequent to year end.

Refer to Note 16 Subsequent Events for further details.

The Canadian Line base rate is determined by reference to the greater of (i) the one-month CORRA plus 1.00 % per annum and (ii) the prime rate for Canadian dollar commercial loans made in Canada as reported by Thomson Reuters, subject to a floor of 0.00 %.

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subsidiaries and, in the case of the Canadian Line, our wholly-owned Canadian subsidiaries, and are secured by substantially all assets of each such entity and the Company, subject to customary exclusions.

Subject to customary exceptions, all obligations under the Credit Facility are further guaranteed by our subsidiaries organized or domiciled under the laws of the United Kingdom or any territory or county thereof and secured by certain assets of such subsidiaries.

In certain circumstances, obligations under the Credit Facility may be required to be guaranteed by and secured by the assets of our subsidiaries organized or domiciled under the laws of Germany or any territory or county thereof.

The Credit Facility contains various covenants that, among other things, limit our ability (none of which are absolute) to incur additional indebtedness or issue certain preferred shares, grant certain liens, make certain loans and investments, pay dividends, make distributions or make other restricted payments, enter into mergers or acquisitions unless certain conditions are satisfied, change our lines of business, prepay certain indebtedness, enter into certain affiliate transactions or engage in certain asset dispositions.

10 unchanged sentences

As of December 31, 2025, the Company was in compliance with all of its Credit Facility financial covenants.

In October 2024, we entered into an amendment (the “Credit Agreement Amendment”) to our Credit Facility.

Pursuant to the Credit Agreement Amendment, the Credit Agreement was, in November 2024, modified to (i) permit the issuance of the 2029 Bonds (as defined below), (ii) permit, subject to specified conditions and up to specified amounts, redemption of the 2029 Bonds in certain circumstances and (iii) specify the extent to which collateral will be granted to secure Credit Agreement obligations by subsidiaries of Forum organized or domiciled under the laws of the United Kingdom, Germany or any territory or county thereof.

On November 8, 2024 (the “Closing Date”), we completed the offering of $ 100.0 million aggregate principal amount of 10.50 % senior secured bonds (the “2029 Bonds”).

The 2029 Bonds were privately placed, at an issue price of par.

The net proceeds of approximately $ 96.0 million from the offering, together with cash on hand of $ 10.2 million and borrowings from our Credit Facility of $ 15.0 million , were used to repay all borrowings outstanding under the Seller Term Loan issued in connection with the acquisition of Variperm and were used to redeem in full all outstanding 2025 Notes.

An application will be made for the 2029 Bonds to be listed on the Nordic ABM or another specified exchange.

The 2029 Bonds will mature on November 7, 2029.

Interest on the 2029 Bonds will accrue at a rate of 10.50 % per annum payable semi-annually in arrears on May 7 and November 7 of each year in cash, beginning May 7, 2025.

Prepayment of the 2029 Bonds prior to May 7, 2027 requires the payment of make-whole amounts, and prepayments on or after that date are subject to prepayment premiums that decline over time.

The 2029 Bonds contain the following financial covenants:

(i) a maximum leverage ratio of 4.0 x;

and (ii) a minimum liquidity test equal to $ 25.0 million , in each case, for the Company and its consolidated subsidiaries.

The Bond Terms also contain certain equity cure rights with respect to such financial covenants.

The 2029 Bonds are also subject to negative covenants as set forth in the Bond Terms.

As of December 31, 2024, the Company was in compliance with all of its 2029 Bonds financial covenants.

Our 9.00 % Convertible Senior Secured Notes due 2025 (“2025 Notes”), of which no principal amount was outstanding at December 31, 2025, paid interest at the rate of 9.00 %, of which 6.25 % was payable in cash and 2.75 % was payable in cash or additional notes, at the Company’s option.

In June 2024, we repurchased $ 13.0 million in aggregate principal amount of our 2025 Notes for $ 13.0 million.

The net carrying value of the extinguished debt, including unamortized debt discount and debt issuance costs, was $ 12.5 million, resulting in a $ 0.5 million loss on extinguishment of debt.

In August 2024, we redeemed $ 60.0 million in aggregate principal amount of our 2025 Notes for $ 60.0 million.

The net carrying value of the extinguished debt, including unamortized debt discount and debt issuance costs, was $ 58.2 million, resulting in a $ 1.8 million loss on extinguishment of debt.

In November 2024, we redeemed the remaining $ 61.2 million outstanding principal amount of our 2025 Notes at par, and we discharged our obligations under the indenture governing the 2025 Notes.

The net carrying value of the extinguished debt, including unamortized debt discount and debt issuance costs, was $ 59.9 million, resulting in a $ 1.3 million loss on extinguishment of debt.

Seller Term Loan

On January 4, 2024, the Company entered into the Seller Term Loan in connection with the closing of the Variperm acquisition, which had an initial principal amount of $ 60.0 million and a maturity date in December 2026.

The Seller Term Loan bore interest at the rate of (i) 11.00 % per year for the period commencing on the closing date to (but excluding) the first anniversary of the closing date, (ii) 17.00 % per annum for the period commencing on the first anniversary of the closing date to (but excluding) the second anniversary of the closing date and (iii) 17.50 % per annum for the period commencing on the second anniversary of the closing date to (but excluding) the maturity date.

The Company had an option to prepay the Seller Term Loan anytime without premium or penalty.

Forum Energy Technologies, Inc.

1 unchanged sentence

Notes to consolidated financial statements (continued)

The Bond Terms contain certain customary events of default, including, among other things:

(i) default in the payment of any amount when due;

and (iii) certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of the Company.

In November 2024, we repaid in full our Seller Term Loan for $ 58.4 million .

The net carrying value of the extinguished debt, including unamortized debt issuance costs, was $ 59.2 million , resulting in a $ 0.8 million gain on extinguishment of debt.

Other debt consists of various finance leases of equipment.

1 unchanged sentence

Year ending December 31, Amount

Thereafter 317

Total future payment 141,878

13 unchanged sentences

Total lease liabilities $ 99,750 $ 87,574

During 2025, we recognized $ 1.6 million of operating lease assets impairment related to the Company’s strategic decision to consolidate facilities and discontinue certain products.

Forum Energy Technologies, Inc.

39 unchanged sentences

Sale-leaseback transactions

In June 2025, the Company sold and leased back land and buildings for net proceeds of $ 8.8 million, of which $ 0.8 million is receivable with a due date of June 2027.

The initial annual rent for the assets is $ 0.7 million with initial term of 15 years, subject to annual increase.

The transactions met the requirements of sale-leaseback accounting.

The related assets were removed from property and equipment and the appropriate operating lease assets and liabilities of approximately $ 7.6 million were recorded in the consolidated balance sheets.

In August 2025, the Company sold and leased back land and buildings for net proceeds of $ 6.5 million.

The initial annual rent for the assets is $ 0.6 million with initial term of 18 years, subject to annual increase.

The transactions met the requirements of sale-leaseback accounting.

The related assets were removed from property and equipment and the appropriate operating lease assets and liabilities of approximately $ 7.2 million were recorded in the consolidated balance sheets.

In November 2024, the Company sold and leased back land and buildings for net proceeds of $ 20.3 million.

2 unchanged sentences

The related assets were removed from property and equipment and the appropriate operating lease assets and liabilities of approximately $ 19.1 million were recorded in the consolidated balance sheets.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

The components of income (loss) before income taxes were as follows (in thousands):

5 unchanged sentences

Year ended December 31,

federal and state $ 1,545 $ 101

22,929 11,165

state and local 435

Total current 20,912

federal and state ( 752 ) 85

( 16,822 ) ( 289 )

state and local —

Total deferred 5,335

Income tax expense $ 26,247

As previously disclosed prior to the adoption of ASU 2023-09, the components of income tax expense (benefit) were as follows (in thousands):

Year ended December 31,

Total current 24,474

Total deferred ( 17,574 )

Income tax expense $ 6,900

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

The reconciliation between the actual provision for income taxes and that computed by applying the U.S.

statutory rate to loss before income taxes are outlined below (in thousands):

statutory rate to income (loss) before income taxes are outlined below based on the updated requirements of ASU 2023-09 for 2025 (in thousands, except percentages):

Year ended December 31,

Provision for income taxes at U.S.

federal statutory rate $ 3,483 21.0 %

State and local income taxes, net of federal income tax effect 449 2.7 %

Effect of cross-border tax laws

tax on foreign earnings 6,630 40.0 %

Changes in U.S.

valuation allowances 1,467 8.8 %

nontaxable or nondeductible items

Executive compensation and share-based payments 1,073 6.5 %

Return to provision ( 219 ) ( 1.3 ) %

Other 103 0.6 %

Foreign tax effects

Capital gain exclusion ( 1,410 ) ( 8.5 ) %

Provincial tax 2,418 14.6 %

Foreign tax rate differential ( 1,690 ) ( 10.2 ) %

Interest and other 437 2.6 %

Valuation allowance ( 1,754 ) ( 10.6 ) %

Tax settlement and other 3,242 19.5 %

Change in federal tax rate 637 3.8 %

Municipal tax 418 2.5 %

Foreign tax rate differential 401 2.4 %

Return to provision and other 1,114 6.7 %

United Kingdom

Foreign exchange gain (loss) 627 3.8 %

Foreign tax rate differential 522 3.1 %

Interest and other 1,471 8.9 %

Foreign tax credit adjustment 647 3.9 %

Return to provision 495 3.0 %

Tax credits ( 264 ) ( 1.6 ) %

Valuation allowance 4,363 26.3 %

Interest and other 473 2.9 %

Return to provision 395 2.4 %

Other foreign jurisdictions 519 3.1 %

Changes in global unrecognized tax benefits 200 1.2 %

Effective tax rate $ 26,247 158.2 %

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

As previously disclosed prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows (in thousands, except percentages):

Year ended December 31,

Income tax benefit at the statutory rate $ ( 26,970 ) ( 21.0 ) %

8 unchanged sentences

Income tax expense $ 6,900 5.4 %

Our effective tax rate was 5.4 % and 141.6 % for the years ended December 31, 2024 and 2023, respectively.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

The Organization for Economic Co-operation and Development introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%.

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Based on current enacted legislation, we do not expect a material impact on our future effective tax rate.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The primary components of deferred taxes include (in thousands):

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Fair value discount on 2025 Notes — 12,188

Property and equipment — 6,619

Other 7,704 10,114

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Goodwill from certain acquisitions is tax deductible due to the acquisition structure as an asset purchase or due to tax elections made by the Company and the respective sellers at the time of acquisition.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

We have deferred tax assets related to net operating loss and other tax carryforwards in the U.S., and in certain states and foreign jurisdictions.

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We do not anticipate being able to fully utilize all of the losses prior to their expiration in the following jurisdictions:

the U.S, the U.K, Singapore and China.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

the U.S, United Kingdom, Singapore and China.

During 2025, we recognized $ 4.3 million of tax expense related to the net increase in our valuation allowance provided against our deferred tax assets to write down our deferred tax assets in these jurisdictions to what is more likely than not realizable.

We increased our valuation allowance related to our U.S.

deferred tax assets by $ 29.5 million along with a $ 6.9 million increase to certain non-U.S.

deferred tax assets in the U.K.

Singapore and China.

In addition, we released $ 11.3 million of valuation allowance on our deferred tax assets generated from operations in Germany and Saudi Arabia.

In making such a determination for each of these jurisdictions, we considered all available positive and negative evidence, including our recent history of pretax losses over the prior three year period, the goodwill and intangible asset impairments for various reporting units, the future reversals of existing taxable temporary differences, the projected future taxable income or loss and tax-planning.

We intend to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances.

deferred tax assets by $ 1.5 million along with a $ 2.8 million net increase to certain non-U.S.

deferred tax assets in the United Kingdom, Singapore and Canada.

Deferred tax liabilities arising from the difference between the financial reporting and income tax bases inherent in our foreign subsidiaries, referred to as outside basis differences, have not been provided for U.S.

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Additional based on tax positions related to prior years 557

Additional based on tax positions related to current year 3,040

Lapse of statute of limitations ( 1,448 )

Settlements ( 632 )

Balance at December 31, 2025 $ 12,679

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Notes to consolidated financial statements (continued)

The following is a supplemental schedule of income taxes paid (in thousands):

Year ended December 31,

federal $ 1,882

state and local 650

Income taxes paid, net of refunds $ 25,990

Income taxes paid, net of refunds, exceeds 5 percent of total income taxes paid (net of refunds) in the following jurisdictions (in thousands):

Year ended December 31,

United States $ 1,882

United Kingdom 3,878

Barbados 3,398

Germany 2,932

Saudi Arabia 1,862

Ireland 1,396

Fair Value Measurements

The Company had $ 90.4 million and no outstanding balance under the Credit Facility at December 31, 2024 and December 31, 2023, respectively.

The Company had $ 37.3 million and $ 90.4 million outstanding balance under the Credit Facility at December 31, 2025 and December 31, 2024, respectively.

The Credit Facility incurs interest at a variable interest rate and therefore, the carrying amount approximates fair value.

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At December 31, 2025, the fair value and the carrying value of the Company’s 2029 Bonds approximated $ 103.5 million and $ 94.6 million, respectively.

At December 31, 2023, the fair value and the carrying value of the Company’s 2025 Notes approximated $ 130.9 million and $ 127.9 million, respectively.

At December 31, 2024, the fair value and the carrying value of the Company’s 2029 Bonds approximated $ 99.5 million and $ 94.6 million, respectively.

There were no other significant outstanding financial instruments as of December 31, 2025 and 2024 that required measuring the amounts at fair value on a recurring basis.

1 unchanged sentence

The carrying values of goodwill, intangible assets and other long-lived assets are tested annually or more frequently if an event occurs that indicates an impairment loss may have been incurred, using fair value measurements with unobservable inputs (Level 3).

Refer to Note 7 Goodwill and Intangible Assets for further discussion.

Refer to Note 5 Property and Equipment, Note 6 Goodwill and Intangible Assets and Note 8 Leases for further discussion.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

Commitments and Contingencies

18 unchanged sentences

There were an average of approximately 28 new cases filed against our subsidiary in each of last two years , and a significant number of existing cases were dismissed, settled or otherwise disposed of over the last year.

We currently have

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

approximately 112 lawsuits pending against this subsidiary.

We currently have approximately 105 lawsuits pending against this subsidiary.

Our subsidiary has over $ 17 million in face amount of insurance per occurrence and over $ 23 million of aggregate primary insurance coverage.

In addition, our subsidiary has over $ 950 million in face amount of excess coverage applicable to the claims.

There can be no guarantee that all of this can be collected due to policy terms and conditions and insurer insolvencies in the past or in the future.

In January 2011, we entered into an agreement with seven of our primary insurers under which they have agreed to pay 80 % of the costs of handling and settling each asbestos claim against the affected subsidiary.

There can be no guarantee that all of this can be collected due to policy terms and conditions, erosion of policy limits, and insurer insolvencies in the past or in the future.

The insurers’ portion of the settlements is funded by our primary insurance limits, which are eroded only by settlements and not legal fees.

Approximately $ 2.5 million in settlements has been paid by insurers and our subsidiary to date, with approximately $ 85,000 paid over the course of the last two years .

Our subsidiary and the subscribing insurers have the right to withdraw from this agreement, but to date, no party has exercised this right or expressed an intent to do so.

Our subsidiary and the subscribing insurers have the right to withdraw from this agreement, but to date, no party has exercised this right or expressed an intent to do so for reasons other than the exhaustion of their limits.

Tenaris litigation

4 unchanged sentences

In response, Global Tubing alleged that its products do not infringe and the Tenaris patents are invalid and unenforceable.

On March 20, 2023, the court agreed with Global Tubing, finding all patents unenforceable and dismissing all Tenaris infringement claims.

On March 20, 2023, the court

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

agreed with Global Tubing, finding all patents unenforceable and dismissing all Tenaris infringement claims.

Global Tubing intends to seek an award of its attorneys’ fees and costs incurred as a result of the litigation.

11 unchanged sentences

At December 31, 2025 and 2024, the Company had $ 36.2 million and $ 17.8 million in letters of credit outstanding, respectively.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

Earnings (Loss) Per Share

1 unchanged sentence

Year ended December 31,

Net loss attributable to common stockholders $ ( 135,326 ) $ ( 18,876 )

Net loss $ ( 9,660 ) $ ( 135,326 )

Basic - weighted average shares outstanding 11,883 12,299

Dilutive effect of stock options and restricted stock — —

Dilutive effect of convertible 2025 Notes — —

Dilutive effect of stock options and restricted shares — —

Diluted - weighted average shares outstanding 11,883 12,299

Earnings (loss) per share

Loss per share

Basic $ ( 0.81 ) $ ( 11.00 )

Diluted $ ( 0.81 ) $ ( 11.00 )

For the years ended December 31, 2024 and 2023, we excluded all potentially dilutive restricted shares and stock options in calculating diluted earnings per share as the effect was anti-dilutive due to net losses incurred for the period.

For the year ended December 31, 2025, we excluded approximately 828 thousand shares of potentially dilutive restricted shares and stock options in calculating diluted earnings per share as the effect was anti-dilutive due to net losses incurred for the period.

Diluted earnings per share was calculated using treasury stock method for the restricted shares and stock options.

4 unchanged sentences

We contribute by matching a percentage of each employee’s contributions.

Subsequent to the closing of all acquisitions, employees of those acquired entities will generally be eligible to participate in the Company’s 401(k) savings plan.

We also have the discretion to provide a profit sharing contribution to each participant depending on the Company’s performance for the applicable year.

The expense under the Company’s retirement plan was $ 5.6 million and $ 5.4 million for the years ended December 31, 2025 and 2024, respectively.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

Long-Term Incentive Compensation

2 unchanged sentences

Under the terms of the 2010 Plan, a total of 925 thousand shares were authorized for issuance pursuant to awards.

In connection with the adoption of the 2016 Plan (as described below), no further awards will be granted under the 2010 Plan, but outstanding awards under the 2010 Plan will continue to be governed by its terms.

Following the adoption of the 2016 Plan (as described below), no further awards have been or will be granted under the 2010 Plan, but outstanding awards under the 2010 Plan will continue to be governed by its terms.

In May 2016, we adopted a new 2016 Stock and Incentive Plan (the “2016 Plan”), under which we initially reserved a total of 285 thousand shares.

Our stockholders approved amendments to the 2016 Plan in May 2019, May 2020 and May 2022, increasing the shares authorized for issuance thereunder to 605 thousand shares.

Our stockholders approved amendments to the 2016 Plan in May 2019, May 2020, May 2022 and May 2024, increasing the shares authorized for issuance thereunder to 1.4 million shares.

On May 9, 2025, shareholders approved an additional 600 thousand shares added to the 2016 Plan.

3 unchanged sentences

Future grants will result in additional compensation expense.

Forum Energy Technologies, Inc.

and subsidiaries

Notes to consolidated financial statements (continued)

Stock options

The exercise price of each option is based on the fair market value of the Company’s stock at the date of grant.

Options generally have a ten-year life and vest annually in equal increments over four years .

Our policy for issuing stock upon a stock option exercise is to issue new shares.

Compensation expense is recognized on a straight line basis over the vesting period.

The following table provides additional information related to stock options:

2024 Activity Number of shares

(in thousands) Weighted average exercise price Weighted average remaining term (in years) Aggregate intrinsic value

(in millions)

Outstanding at December 31, 2023 46 $ 322.88 1.9 $ —

Granted — $ —

Exercised — $ —

Forfeited/expired ( 36 ) $ 336.72

Outstanding at December 31, 2024 10 $ 273.86 1.6 $ —

Exercisable at December 31, 2024 10 $ 273.86 1.6 $ —

The intrinsic value is the amount by which the fair value of the underlying share exceeds the exercise price of the stock option.

No stock options were exercised in 2024 or 2023.

As of December 31, 2024 and 2023, the share price of the Company was less than the exercise price for all outstanding stock options.

Therefore, the intrinsic value for stock options outstanding and exercisable was zero as of each such date.

No stock options were granted in 2024 or 2023.

Restricted stock

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Nonvested at December 31, 2024 40

Forfeited ( 7 )

Vested ( 40 )

Nonvested at December 31, 2025 42

During 2025, the Company granted 42 thousand time-based restricted stock to non-employee members of the Board of Directors that vest after one year .

The weighted average grant date fair value of restricted stock granted during the year ended December 31, 2025 and 2024 was $ 17.88 and $ 18.81 per share, respectively.

No restricted stock was vested during 2024 and 2023.

No restricted stock vested during 2024.

Restricted stock units

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Vested ( 148 )

Forfeited ( 115 )

Nonvested at December 31, 2025 380

Of the restricted stock units granted during 2024, 29 thousand and 169 thousand shares vest ratably over one year and three years , respectively.

The remaining 39 thousand shares vest after two years .

Of the restricted stock units granted during 2025, 190 thousand shares vest ratably over three years .

Also, during 2025, the Company granted 9 thousand time-based restricted stock units to a non-employee member of the Board of Directors that vest after one year .

Forum Energy Technologies, Inc.

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Performance share awards

During 2024, the Company granted 169 thousand shares of performance restricted stock units to employees (assuming target performance) that vest based upon the total shareholder return of the Company’s common stock as compared to a group of peer companies over three different performance periods.

The performance periods run from January 1, 2024 through December 31, 2024, January 1, 2024 through December 31, 2025 and January 1, 2024 through December 31, 2026, and 1/3 of each award is allocated to each performance period.

The performance restricted stock units may settle for between 0 % and 200 % of the target units granted in shares of the Company’s common stock.

The weighted average grant date fair value of the performance restricted stock units was $ 19.79 during the year ended December 31, 2024.

Related Party Transactions

The Company has sold and purchased inventory, services and fixed assets to and from affiliates of certain directors.

The dollar amounts related to these related party activities are not significant to our consolidated financial statements.

During 2025, the Company granted 95,197 performance restricted stock units (assuming target performance) to employees that vest based upon the Company's total shareholder return compared to the total shareholder return of a group of peer companies over three different performance periods.

The performance periods run from January 1, 2025 through December 31, 2025, January 1, 2025 through December 31, 2026 and January 1, 2025 through December 31, 2027, and one-third of each award is allocated to each performance period.

The performance restricted stock units may settle for between 0 % and 200 % of the target units granted.

During 2025, the Company granted 95,197 performance restricted stock units (assuming target performance) to employees that vest based upon the Company's free cash flow over three different performance periods.

The performance restricted stock units may settle for between 0 % and 200 % of the target units granted.

During 2025, the Company granted 114,000 performance restricted stock units (assuming target performance) to employees that vest based upon the Company achieving minimum stock price threshold of $ 21.91 per share, for 20 consecutive trading days during the period commencing on March 5, 2025 and ending on the third anniversary thereof.

The weighted average grant date fair value of the performance restricted stock units was $ 18.37 and $ 19.79 per share during the years ended December 31, 2025, and 2024, respectively.

The total grant date fair value of units vested was $ 1.0 million and $ 0.6 million during 2025 and 2024, respectively.

Business Segments

In the first quarter 2024, following the Variperm Acquisition, we aligned our reportable segments with business activity drivers, our customer base, and the manner in which management reviews and evaluates operating performance.

FET now operates in the following two reportable segments:

The Company operates in the following two reportable segments:

(1) Drilling and Completions and (2) Artificial Lift and Downhole.

Our historical results of operations were recast retrospectively to reflect these changes in accordance with U.S.

The Drilling and Completions segment designs, manufactures and supplies products and solutions to the drilling, subsea, coiled tubing, well stimulation and intervention markets, including applications in oil and natural gas, renewable energy, defense and communications.

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Operating segments have not been aggregated as part of a reportable segment.

The Company evaluates the performance of its reportable segments based on operating income.

This segmentation is representative of the manner in which our Chief Operating Decision Maker and our board of directors make decisions on how to allocate resources and assess performance.

We consider the Chief Operating Decision Maker to be the Chief Executive Officer.

This segmentation is representative of the manner in which our Chief Operating Decision Maker (“CODM”) and our board of directors make decisions on how to allocate resources and assess performance.

We consider the CODM to be the Chief Executive Officer.

The CODM evaluates segment performance based on operating income through monitoring actual results compared to strategic plans and forecasts on a quarterly basis.

This analysis guides our CODM's decision-making processes, particularly in evaluating segment profitability, optimizing resource allocation, and managing costs effectively.

Forum Energy Technologies, Inc.

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Revenue from external customers $ 476,689 $ 314,785 $ 791,474

$ 470,767 345,680 $ 816,447

Intersegment revenue 502 — 502

( 22 ) — ( 22 )

Total revenue 470,745 345,680 816,425

Segment revenue 477,191 314,785 791,976

Elimination of intersegment revenue ( 502 )

Total consolidated revenue 791,474

Cost of sales 375,633 197,307 572,940

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Reconciliation to income (loss) before income taxes

Elimination of intersegment expenses

Segment operating income $ 54,009

Other corporate expenses 34,878

Transaction expenses 546

Impairment of intangible assets 119,123

Gain on sale-leaseback transactions ( 11,182 )

Loss on disposal of assets and other 484

Loss (gain) on disposal of assets and other ( 378 )

Interest expense 18,312

Foreign exchange losses and other, net 7,315

Loss on extinguishment of debt 2,854

Loss before income taxes $ ( 128,426 )

Foreign exchange losses (gains) and other, net ( 4,754 )

Income (loss) before income taxes $ 16,587

Year ended December 31, 2024 Drilling and Completions Artificial Lift and Downhole Total

9 unchanged sentences

Transaction expenses 7,728

Loss on disposal of assets and other 156

Impairment of intangible assets 119,123

Gain on sale-leaseback transactions ( 4,860 )

Loss (gain) on disposal of assets and other 484

Interest expense 31,490

Foreign exchange losses and other, net 10,233

Loss before income taxes $ ( 7,814 )

Foreign exchange losses (gains) and other, net 7,315

Loss on extinguishment of debt 2,854

Income (loss) before income taxes $ ( 128,426 )

Forum Energy Technologies, Inc.

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Notes to consolidated financial statements (continued)

A summary of depreciation and amortization by reportable segment is as follows (in thousands):

Year ended December 31,

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Notes to consolidated financial statements (continued)

The following table presents our revenues disaggregated by geography based on shipping destination (in thousands):

The following table presents our revenues disaggregated by product line (in thousands):

Year ended December 31,

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Total revenue $ 791,474 100.0 % $ 816,425 100.0 %

Subsequent Events

In February 2026, the Company entered into an amendment (the “Credit Agreement Amendment”) to our Credit Facility.

The Credit Agreement Amendment (i) extended the scheduled maturity date from September 8, 2028 to February 4, 2031 , (ii) revised the interest rate margin over SOFR applicable to outstanding loans, previously ranging from 2.25 % to 2.75 % determined based on the Company’s total net leverage ratio, to instead range from 2.00 % to 2.50 %, determined based on excess availability under the Credit Facility and (iii) increase the U.S.

letter of credit sublimit from $ 70.0 million to $ 100.0 million .

The Canadian letter of credit sublimit remains at $ 10.0 million .

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 7A. Quantitative and Qualitative Disclosures About Market Risk