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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-03 · 34 added, 49 removed, 156 unchanged (35% of the section changed)

12 unchanged sentences

Changes in Internal Control Over Financial Reporting

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.

In January 2024, we completed the acquisition of Variperm.

We are currently integrating Variperm into our internal control over financial reporting.

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.

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.

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.

There have been no changes in internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

4 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 3, 2025 expressed an unqualified opinion on those financial statements.

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.

Accordingly, our audit did not include the internal control over financial reporting at Variperm Holdings Ltd.

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, 2025, of the Company and our report dated February 27, 2026 expressed an unqualified opinion on those financial statements.

Basis for Opinion

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Houston, Texas

March 3, 2025

February 27, 2026

Other information

9 unchanged sentences

Any change to, or waiver from, the Code of Ethics will be promptly disclosed as required by applicable U.S.

federal securities laws and the corporate governance rules of the NYSE.

federal securities laws and the corporate governance rules of the NYSE and NYSE Texas.

Executive compensation

Information required by this item is incorporated herein by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders.

Certain information required by this item is incorporated herein by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders.

Security ownership of certain beneficial owners and management and related stockholder matters

9 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income ( Loss )

Consolidated Balance Sheets

13 unchanged sentences

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

3.4* Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Forum Energy Technologies, Inc.

filed on May 12, 2025 (incorporated herein by reference to Exhibit 3.1 on the Company’s Current Report on Form 8-K, filed on May 13, 2025).

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

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

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).

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, filed August 8, 2025).

Bond Terms for 10.50% Senior Secured Bonds due 2029, dated November 5, 2024, by and between Forum Energy Technologies, Inc.

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).

10.2*# Form of Nonstatutory Stock Option Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2015).

10.3*# Form of Nonstatutory Stock Option Agreement - Three Year Cliff Vesting (Employees and Consultants) (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on October 30, 2015).

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

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

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

4 unchanged sentences

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

10.9*# Forum Energy Technologies, Inc.

2010 Stock Incentive Plan (as amended and restated effective August 15, 2012) (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 10- Q, filed on November 6, 2012).

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

1 unchanged sentence

Danford (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on February 21, 2018).

10.11*# Severance Agreement dated as of December 19, 2018 between Forum Energy Technologies, Inc.

Christopher Gaut (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, filed on December 21, 2018).

10.6*# Severance Agreement dated as of September 1, 2018 between Forum Energy Technologies, Inc.

1 unchanged sentence

10.7*# 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).

10.14*# Amended and Restated Employee Stock Purchase Plan, dated as of July 1, 2017 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 1, 2017).

10.8*# Form of Nonstatutory Stock Option Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2018).

1 unchanged sentence

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

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

and Q-GT (V) Investment Partners, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 3, 2017).

10.10* Third Amended and Restated Credit Agreement, dated as of October 30, 2017, by and among Forum Energy Technologies, Inc., Forum Canada ULC, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2017).

9 unchanged sentences

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.

Second Amended and Restated 2016 Stock and Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement on Schedule 14A filed on April 2, 2020).

10.25*# First Amendment to Forum Energy Technologies, Inc.

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).

10.16*# 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).

10.17*# 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).

9 unchanged sentences

10.27*# 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).

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).

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).

10.28* 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 the Company's Current Report on Form 8-K filed on January 8, 2024).

10.29*# Form of 2025 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 2, 2025).

10.30*# Form of 2025 Performance Restricted Stock Unit Agreement (Relative TSR) – Executive (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2025).

10.31*# Form of 2025 Performance Restricted Stock Unit Agreement (Free Cash Flow) – Executive (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2025).

10.32*# Form of 2025 Performance Restricted Stock Unit Agreement (Stock Price Hurdle) – Executive (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2025).

10.33*# Form of 2025 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 2, 2025).

10.34*# Form of 2025 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 2, 2025).

10.35*# Second Amended and Restated 2016 Stock and Incentive Plan, as amended through May 9, 2025 (incorporated by reference to Exhibit 10.1 to Forum's Current Report on Form 8-K filed on May 13, 2025).

19.1* Forum Energy Technologies, Inc.

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Company's Annual Report on Form 10-K filed on March 3, 2025).

21.1** Subsidiaries of Forum Energy Technologies, Inc.

15 unchanged sentences

** Filed herewith.

*** Furnished herewith.

# Identifies management contracts and compensatory plans or arrangements.

3 unchanged sentences

Lyle Williams, Jr.

March 3, 2025 D.

February 27, 2026 D.

Lyle Williams, Jr.

1 unchanged sentence

(As Duly Authorized Officer and Principal Financial Officer)

March 3, 2025 By:

February 27, 2026 By:

/s/ Katherine C.

4 unchanged sentences

President, Chief Executive Officer and Director

(Principal Executive Officer) March 3, 2025

(Principal Executive Officer) February 27, 2026

Lyle Williams, Jr.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer) March 3, 2025

(Principal Financial Officer) February 27, 2026

Lyle Williams, Jr.

1 unchanged sentence

Keller Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer) March 3, 2025

Christopher Gaut Chairman of the Board March 3, 2025

Christopher Gaut

(Principal Accounting Officer) February 27, 2026

/s/ Michael McShane

Chairman of the Board February 27, 2026

Michael McShane

/s/ Evelyn M.

Angelle Director March 3, 2025

Angelle Director February 27, 2026

/s/ Leslie A.

Beyer Director March 3, 2025

Carrig Director March 3, 2025

/s/ Michael McShane Director March 3, 2025

Michael McShane

Raspino Director March 3, 2025

Rowsey III Director March 3, 2025

Beyer Director February 27, 2026

Director February 27, 2026

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

What changed 10-K

Item 9A. Controls and Procedures