FORUM ENERGY TECHNOLOGIES, INC. 10-K

Item 7A. Quantitative and qualitative disclosures about market risk Not required under Regulation S-K for “smaller reporting companies.” 44 Item 8. Consolidated Financial Statements and Supplementary Data Page Report of independent registered public accounting firm - Deloitte & Touche LLP 46 Consolidated statements of comprehensive income (loss) for the years ended December 31, 2025 and 2024 48 Consolidated balance sheets as of December 31, 2025 and 2024 49 Consolidated statements of cash flows for the years ended December 31, 2025 and 2024 50 Consolidated statements of changes in stockholders’ equity for the years ended December 31, 2025 and 2024 51 Notes to consolidated financial statements 52 45 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Forum Energy Technologies, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Forum Energy Technologies, Inc. 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, 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 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters 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. 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 it relates. Goodwill — Downhole Reporting Unit — Refer to Notes 2 and 6 to the financial statements Critical Audit Matter Description The Company completed its annual impairment test for goodwill as of October 1 using the combination of discounted cash flow model (“income approach”) and guideline public company method (“market approach”). The Company performed a quantitative impairment evaluation of the $64.7 million in goodwill for the Downhole reporting unit by comparing the estimated fair value of the reporting unit to its carrying value. The fair value exceeded its carrying value as of the measurement date and, therefore, no impairment was recognized. 46 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 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 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 February 27, 2026 We have served as the Company’s auditor since 2019. 47 Forum Energy Technologies, Inc. and subsidiaries Consolidated statements of comprehensive loss Year ended December 31, (in thousands, except per share information) 2025 2024 Revenue $ 791,474 $ 816,425 Cost of sales 572,438 561,392 Gross profit 219,036 255,033 Operating expenses Selling, general and administrative expenses 199,905 219,325 Transaction expenses 546 7,728 Impairment of intangible assets — 119,123 Gain on sale-leaseback transactions ( 11,182 ) ( 4,860 ) Loss (gain) on disposal of assets and other ( 378 ) 484 Total operating expenses 188,891 341,800 Operating income (loss) 30,145 ( 86,767 ) Other expense (income) Interest expense 18,312 31,490 Loss on extinguishment of debt — 2,854 Foreign exchange losses (gains) and other, net ( 4,754 ) 7,315 Total other expense, net 13,558 41,659 Income (loss) before income taxes 16,587 ( 128,426 ) Income tax expense 26,247 6,900 Net loss $ ( 9,660 ) $ ( 135,326 ) Weighted average shares outstanding Basic 11,883 12,299 Diluted 11,883 12,299 Loss per share Basic $ ( 0.81 ) $ ( 11.00 ) Diluted $ ( 0.81 ) $ ( 11.00 ) 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 on pension liability 294 157 Comprehensive loss $ ( 1,865 ) $ ( 143,337 ) The accompanying notes are an integral part of these consolidated financial statements. 48 Forum Energy Technologies, Inc. and subsidiaries Consolidated balance sheets (in thousands, except share information) December 31, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 34,661 $ 44,661 Accounts receivable—trade, net of allowances of $ 8,953 and $ 9,529 142,396 153,926 Inventories, net 239,420 265,487 Prepaid expenses and other current assets 23,017 19,179 Costs and estimated profits in excess of billings 9,369 11,632 Accrued revenue 21 752 Total current assets 448,884 495,637 Property and equipment, net of accumulated depreciation 51,905 63,421 Operating lease assets 80,733 70,389 Deferred financing costs, net 1,580 2,154 Goodwill 64,667 61,653 Intangible assets, net 93,637 109,230 Deferred tax assets, net 7,887 11,445 Other long-term assets 3,162 2,025 Total assets $ 752,455 $ 815,954 Liabilities and equity Current liabilities Current portion of long-term debt $ 1,407 $ 1,866 Accounts payable—trade 94,561 109,651 Accrued liabilities 76,244 77,239 Deferred revenue 17,438 8,584 Billings in excess of costs and profits recognized 16,884 4,516 Total current liabilities 206,534 201,856 Long-term debt, net of current portion 134,521 186,525 Deferred tax liabilities, net 20,425 23,678 Operating lease liabilities 83,957 73,145 Other long-term liabilities 15,875 10,850 Total liabilities 461,312 496,054 Commitments and contingencies Equity Common stock, $ 0.01 par value, 29,600,000 and 14,800,000 shares authorized, 13,192,818 and 12,999,246 shares issued 132 130 Additional paid-in capital 1,427,589 1,419,871 Treasury stock at cost, 2,095,969 and 708,900 shares ( 176,669 ) ( 142,057 ) Retained deficit ( 844,457 ) ( 834,797 ) Accumulated other comprehensive loss ( 115,452 ) ( 123,247 ) Total equity 291,143 319,900 Total liabilities and equity $ 752,455 $ 815,954 The accompanying notes are an integral part of these consolidated financial statements. 49 Forum Energy Technologies, Inc. and subsidiaries Consolidated statements of cash flows Year ended December 31, (in thousands, except share information) 2025 2024 Cash flows from operating activities Net loss $ ( 9,660 ) $ ( 135,326 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation expense 13,817 16,896 Amortization of intangible assets 19,938 36,821 Impairment of property and equipment and other assets 4,291 — Impairment of intangible assets — 119,123 Stock-based compensation expense 9,041 7,137 Inventory write downs 19,673 2,716 Provision for doubtful accounts ( 193 ) 389 Deferred income taxes 5,335 ( 17,574 ) Loss on extinguishment of debt — 2,854 Gain on sale-leaseback transactions ( 11,182 ) ( 4,860 ) Other 1,506 6,441 Changes in operating assets and liabilities Accounts receivable—trade 14,694 13,590 Inventories 11,070 41,467 Prepaid expenses and other current assets ( 4,199 ) 8,132 Cost and estimated profits in excess of billings 2,514 1,615 Accounts payable, deferred revenue and other accrued liabilities ( 18,240 ) ( 7,668 ) Billings in excess of costs and profits recognized 11,997 438 Net cash provided by operating activities 70,402 92,191 Cash flows from investing activities Capital expenditures for property and equipment ( 6,015 ) ( 8,145 ) Proceeds from sale of property and equipment 1,007 703 Proceeds from sale-leaseback transactions 14,574 20,324 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 Borrowings on revolving Credit Facility 562,324 714,643 Repayments on revolving Credit Facility ( 615,434 ) ( 624,250 ) Proceeds from issuance of 2029 Bonds — 100,000 Payments of 2025 Notes — ( 134,208 ) Proceeds from issuance of Seller Term Loan — 59,677 Payments of Seller Term Loan — ( 59,677 ) Payment of capital lease obligations ( 1,609 ) ( 1,319 ) Repurchases of stock ( 34,612 ) — Payments of withheld taxes on stock-based compensation plans ( 1,321 ) ( 1,090 ) Deferred financing costs ( 914 ) ( 8,534 ) Net cash provided by (used in) financing activities ( 91,566 ) 45,242 Effect of exchange rate changes on cash 1,598 ( 1,411 ) Net decrease in cash, cash equivalents and restricted cash ( 10,000 ) ( 1,504 ) Cash, cash equivalents and restricted cash at beginning of period 44,661 46,165 Cash, cash equivalents and restricted cash at end of period $ 34,661 $ 44,661 Supplemental cash flow disclosures Cash paid for interest $ 16,937 $ 26,764 Cash paid for income taxes 25,990 23,119 Noncash investing and financing activities Operating lease assets obtained in exchange for lease obligations $ 21,309 $ 26,205 Finance lease assets obtained in exchange for lease obligations 2,187 2,098 Accrued purchases of property and equipment 85 1,345 Stock issued related to business acquisition — 44,220 Liability awards converted to shares settled — 337 The accompanying notes are an integral part of these consolidated financial statements. 50 Forum Energy Technologies, Inc. and subsidiaries Consolidated statements of changes in stockholders’ equity (in thousands) Common stock Additional paid-in capital Treasury stock Retained deficit Accumulated other comprehensive income / (loss) Total common stockholders’ equity Balance at December 31, 2023 $ 109 $ 1,369,288 $ ( 142,057 ) $ ( 699,471 ) $ ( 115,236 ) $ 412,633 Restricted stock issuance, net of forfeitures 1 ( 1,091 ) — — — ( 1,090 ) Stock-based compensation expense — 7,137 — — — 7,137 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 Currency translation adjustment — — — — ( 8,168 ) ( 8,168 ) Net loss — — — ( 135,326 ) — ( 135,326 ) Balance at December 31, 2024 $ 130 $ 1,419,871 $ ( 142,057 ) $ ( 834,797 ) $ ( 123,247 ) $ 319,900 Restricted stock issuance, net of forfeitures 2 ( 1,323 ) — — — ( 1,321 ) Stock-based compensation expense — 9,041 — — — 9,041 Treasury stock — — ( 34,612 ) — — ( 34,612 ) Change in pension liability — — — — 294 294 Currency translation adjustment — — — — 7,501 7,501 Net loss — — — ( 9,660 ) — ( 9,660 ) Balance at December 31, 2025 $ 132 $ 1,427,589 $ ( 176,669 ) $ ( 844,457 ) $ ( 115,452 ) $ 291,143 The accompanying notes are an integral part of these consolidated financial statements. 51 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements 1. Nature of Operations Forum Energy Technologies, Inc. (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. 2. Summary of Significant Accounting Policies Basis of presentation The Company’s accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain reclassifications have been made to prior year amounts to conform with the current year presentation. Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries after elimination of intercompany balances and transactions. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. In the preparation of these consolidated financial statements, estimates and assumptions have been made by management including, among others, an assessment of percentage of completion of projects based on costs to complete contracts, the selection of useful lives of tangible and intangible assets, expected future cash flows from long lived assets to support impairment tests, provisions necessary for trade receivables, amounts of deferred taxes and income tax contingencies. Actual results could differ from these estimates. The financial reporting of contracts depends on estimates, which are assessed continually during the term of those contracts. The amounts of revenues and income recognized are subject to revisions as the contract progresses to completion and changes in estimates are reflected in the period in which the facts that give rise to the revisions become known. 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. Common Stock 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 Cash and cash equivalents consist of cash on deposit and high quality, short-term money market instruments with an original maturity of three months or less. Cash equivalents are based on quoted market prices, a Level 1 fair value measure. 52 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) Accounts receivable-trade Trade accounts receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus receivables do not bear interest, although a finance charge may be applied to amounts past due. We maintain an allowance for doubtful accounts for estimated losses that may result from the inability of our customers to make required payments. Such allowances are based upon several factors including, but not limited to, credit approval practices, industry and customer historical experience as well as the current and projected financial condition of the specific customer. Accounts receivable outstanding longer than contractual terms are considered past due. We write-off accounts receivable to the allowance for doubtful accounts when they become uncollectible. Any payments subsequently received on receivables previously written-off are credited to bad debt expense. The changes in allowance for doubtful account during the years ended December 31, 2025 and 2024 were as follows (in thousands): Period ended Balance at beginning of period Charged to expense Deductions or other Balance at end of period December 31, 2024 10,850 389 ( 1,710 ) 9,529 December 31, 2025 9,529 ( 193 ) ( 383 ) 8,953 Inventories Inventories, consisting of finished goods and materials and supplies held for resale, are carried at the lower of cost or net realizable value. For certain operations, cost, which includes the cost of raw materials and labor for finished goods, is determined using standard cost which approximates a first-in first-out basis. For other operations, this cost is determined on an average cost, first-in first-out or specific identification basis. Net realizable value means estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. We continuously evaluate inventories based on an analysis of inventory levels, historical sales experience and future sales forecasts, to determine obsolete, slow-moving and excess inventory. For the years ended December 31, 2025 and 2024, we recognized inventory write downs totaling $ 19.7 million and $ 2.7 million, respectively. These charges are all included in cost of sales in the consolidated statements of comprehensive loss. See Note 4 Inventories for further information related to these charges. Property and equipment Property and equipment are stated at cost less accumulated depreciation. Finance leases of property and equipment are stated at the present value of future minimum lease payments. Expenditures for property and equipment and for items which substantially increase the useful lives of existing assets are capitalized at cost and depreciated over their estimated useful life utilizing the straight-line method. Routine expenditures for repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method based on the estimated useful lives of assets, generally two to 30 years. Property and equipment held under finance leases are amortized straight-line over the shorter of the lease term or estimated useful life of the asset. Gains or losses resulting from the disposition of assets are recognized in income with the related asset cost and accumulated depreciation removed from the balance sheet. Assets acquired in connection with business combinations are recorded at fair value. We review property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. In performing the review for impairment, future cash flows expected to result from the use of the asset and its eventual disposal are estimated. If the undiscounted future cash flows are less than the carrying amount of the assets, there is an indication that the asset may be impaired. The amount of the impairment is measured as the difference between the carrying value and the estimated fair value of the asset. 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. 53 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) Lease obligations We determine if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded in our consolidated balance sheets. Leases with an initial term greater than 12 months are recognized in our consolidated balance sheets based on lease classification as either operating or financing. Operating leases are included in operating lease assets, accrued liabilities and operating lease liabilities. Finance leases are included in property and equipment, current portion of long-term debt, and long-term debt. Some of our lease agreements include lease and non-lease components for which we have elected to not separate for all classes of underlying assets. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We sublease certain real estate to third parties when we have no future use for the property. Our lease portfolio primarily consists of operating leases for certain manufacturing facilities, warehouses, service facilities, office spaces, equipment and vehicles. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments at the commencement date. 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 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. Lease expense for operating leases is recognized on a straight-line basis over the lease term. We review operating lease assets for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. In performing the review for impairment, future cash flows expected to result from the use of the asset and its eventual disposal are estimated. If the undiscounted future cash flows are less than the carrying amount of the asset, there is an indication that the asset may be impaired. The amount of the impairment is measured as the difference between the carrying value and the estimated fair value of the asset. The fair value is determined by means of an analysis of discounted future cash flows based on expected utilization. Goodwill and intangible assets For goodwill, an assessment for impairment is performed annually or when there is an indication an impairment may have occurred. The Company completes its annual impairment test for goodwill using an assessment date of October 1. Goodwill is reviewed for impairment by comparing the carrying value of the reporting unit’s net assets (including allocated goodwill) to the fair value of the reporting unit. The fair value of the reporting unit is determined using a combination of a discounted cash flows approach and a guideline public company method. Determining the fair value of a reporting unit requires the use of estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating margins, weighted average costs of capital, a terminal growth rate, and future market conditions, among others. The Company believes that the estimates and assumptions used in impairment assessments are reasonable. We determined our Downhole product line consists of a single reporting unit and, accordingly, goodwill acquired from the Variperm acquisition was allocated to that reporting unit. The Company recognizes a goodwill impairment charge for the amount by which the carrying value of goodwill exceeds the reporting unit’s fair value. Any impairment losses are reflected in operating income. 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 three to 19 years. These assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. In performing the review for impairment, future cash flows expected to result from the use of the asset are estimated. If the undiscounted future cash flows are less than the carrying amount of the asset, there is an indication that the asset may be impaired. The amount of the impairment is measured as the difference between the carrying value and the estimated fair value of the asset. The fair value is determined either through the use of an external valuation, or by means of an analysis of discounted future cash flows. The impairment loss recognized represents the excess of an asset’s carrying value as compared to its estimated fair value. 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. 54 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) Recognition of provisions for contingencies In the ordinary course of business, we are subject to various claims, suits and complaints. We, in consultation with internal and external legal advisors, will provide for a contingent loss in the consolidated financial statements if, at the date of the consolidated financial statements, it is probable that a liability has been incurred and the amount can be reasonably estimated. If it is determined that the reasonable estimate of the loss is a range and that there is no best estimate within that range, a provision will be made for the lower amount of the range. Legal costs are expensed as incurred. An assessment is made of the areas where potential claims may arise under contract warranty clauses. Where a specific risk is identified, and the potential for a claim is assessed as probable and can be reasonably estimated, an appropriate warranty provision is recorded. Warranty provisions are eliminated at the end of the warranty period except where warranty claims are still outstanding. The liability for product warranty is included in accrued liabilities in the consolidated balance sheets. Revenue recognition and deferred revenue Revenue is recognized in accordance with Accounting Standards Codification Topic (“ASC”) 606, when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Contract Identification . We account for a contract when it is approved, both parties are committed, the rights of the parties are identified, payment terms are defined, the contract has commercial substance and collection of consideration is probable. Performance Obligations . A performance obligation is a promise in a contract to transfer a distinct good or service to the customer under ASC 606. The majority of our contracts with customers contain a single performance obligation to provide agreed-upon products or services. For contracts with multiple performance obligations, we allocate revenue to each performance obligation based on its relative standalone selling price. In accordance with ASC 606, we do not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. We have elected to apply the practical expedient to account for shipping and handling costs associated with outbound freight after control of a product has transferred to a customer as a fulfillment cost which is included in cost of sales. Furthermore, since our customer payment terms are short-term in nature, we have also elected to apply the practical expedient which allows an entity to not adjust for the effects of a significant financing component if it expects that the customer’s payment period will be less than one year in duration. Contract Value . Revenue is measured based on the amount of consideration specified in the contracts with our customers and excludes any amounts collected on behalf of third parties. We have elected the practical expedient to exclude amounts collected from customers for all sales (and other similar) taxes. The estimation of total revenue from a customer contract is subject to elements of variable consideration. Certain customers may receive rebates or discounts which are accounted for as variable consideration. We estimate variable consideration as the most likely amount to which we expect to be entitled, and we include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved. Our estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historic, current, forecast) that is reasonably available to us. Timing of Recognition . We recognize revenue when we satisfy a performance obligation by transferring control of a product or service to a customer. Our performance obligations are satisfied at a point in time or over time as work progresses. Revenue from goods transferred to customers at a point in time accounted for 79 % of revenues for the year ended December 31, 2025. The majority of this revenue is product sales, which are generally recognized when items are shipped from our facilities and title passes to the customer. The amount of revenue recognized for products is adjusted for expected returns, which are estimated based on historical data. 55 Table of Contents 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. 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. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. We recognize revenue and cost of sales each period based upon the advancement of the work-in-progress unless the stage of completion is insufficient to enable a reasonably certain forecast of profit to be established. In such cases, no profit is recognized during the period. 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. The effect of such a change, which can be upward as well as downward, is accounted for in the period of change, and the cumulative income recognized to date is adjusted to reflect the latest estimates. These revisions to estimates are accounted for on a prospective basis. Contracts are sometimes modified to account for changes in product specifications or requirements. Most of our contract modifications are for goods and services that are not distinct from the existing contract. As such, these modifications are accounted for as if they were part of the existing contract, and therefore, the effect of the modification on the transaction price and our measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue on a cumulative catch-up basis. No adjustment to any one contract was material to our consolidated financial statements for the years ended December 31, 2025 and 2024. We sell our products through a number of channels including a direct sales force, marketing representatives, and distributors. We have elected to expense sales commissions when incurred as the amortization period would be less than one year. These costs are recorded within cost of sales. Portfolio Approach . We have elected to apply ASC 606 to a portfolio of contracts with similar characteristics as we reasonably expect that the effects on the financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts within that portfolio. Disaggregated Revenue . Refer to Note 15 Business Segments for disaggregated revenue by product line and geography. Contract Balances . Contract balances are determined on a contract by contract basis. Contract assets represent revenue recognized for goods and services provided to our customers when payment is conditioned on something other than the passage of time. Similarly, when we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, we record a contract liability. Such contract liabilities typically result from billings in excess of costs incurred and advance payments received on product sales. Concentration of credit risk Trade accounts receivable are financial instruments which potentially subject the Company to credit risk. Trade accounts receivable consist of uncollateralized receivables from domestic and international customers. 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. 56 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) Stock-based compensation We measure all stock-based compensation awards at fair value on the date they are granted to employees and directors, and recognize compensation cost over the requisite service period for awards with only a service condition, and over a graded vesting period for awards with service and performance or market conditions. The fair value of stock-based compensation awards with market conditions is measured using a Monte Carlo Simulation model and, in accordance with ASC 718, is not adjusted based on actual achievement of the performance goals. The Black-Scholes option pricing model is used to measure the fair value of options. Forfeitures are accounted for as they occur. Income taxes We follow the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based upon temporary differences between the carrying amounts and tax bases of our assets and liabilities at the balance sheet date, and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period in which the change occurs. We record a valuation allowance in each reporting period when management believes that it is more likely than not that any deferred tax asset created will not be realized. See Note 9 Income Taxes for more information on valuation allowances recognized. Accounting guidance for income taxes requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. 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. Non-U.S. local currency translation We have global operations and the majority of our non-U.S. operations have designated the local currency as the functional currency. Realized and unrealized gains and losses resulting from re-measurements of monetary assets and liabilities denominated in a currency other than the local entity’s functional currency are included in the consolidated statements of comprehensive loss as incurred. Financial statements of our foreign operations where the functional currency is not the U.S. dollar are translated into U.S. 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. Fair value The carrying amounts for financial instruments classified as current assets and current liabilities approximate fair value, due to the short maturity of such instruments. The book values of other financial instruments, such as our debt related to the Credit Facility, approximates fair value because interest rates charged are similar to other financial instruments with similar terms and maturities and the rates vary in accordance with a market index. For financial assets and liabilities disclosed at fair value, fair value is determined as the exit price, or the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The established fair value hierarchy divides fair value measurement into three broad levels: • Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; • Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and • Level 3 - inputs are unobservable for the asset or liability, which reflect the best judgment of management. The financial assets and liabilities that are disclosed at fair value for disclosure purposes are categorized in one of the above three levels based on the lowest level input that is significant to the fair value measurement in its entirety. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. 57 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), which the Company adopts as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. Accounting Standards Adopted in 2025 Income Taxes (Topic 740). In December 2023, FASB issued ASU 2023-09, which improves income tax disclosures. This update is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. This update should be applied prospectively but retrospective application is permitted. 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). In November 2024, FASB issued ASU 2024-03 to improve financial reporting by requiring entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This update is effective for fiscal years beginning after December 15, 2026. Early adoption is permitted. This update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is in the process of evaluating the impact it may have on our consolidated financial statements. 3. Revenues Disaggregated revenues Refer to Note 15 Business Segments for disaggregated revenues by product line and geography. Contract balances 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, 2025 December 31, 2024 Increase / (Decrease) $ % Accrued revenue $ 21 $ 752 Costs and estimated profits in excess of billings 9,369 11,632 Contract assets $ 9,390 $ 12,384 $ ( 2,994 ) ( 24 ) % Deferred revenue $ 17,438 $ 8,584 Billings in excess of costs and profits recognized 16,884 4,516 Contract liabilities $ 34,322 $ 13,100 $ 21,222 162 % 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. Substantially all of our contracts are less than one year in duration. 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. 58 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) 4. Inventories The Company’s significant components of inventories at December 31, 2025 and 2024 were as follows (in thousands): December 31, 2025 2024 Raw materials and parts $ 95,617 $ 99,185 Work in process 26,001 27,880 Finished goods 140,822 174,114 Total Inventories 262,440 301,179 Less: inventory reserve ( 23,020 ) ( 35,692 ) Inventories, net $ 239,420 $ 265,487 The changes in inventory reserve during the two-year period ended December 31, 2025 were as follows (in thousands): Period ended Balance at beginning of period Charged to expense Deductions or other Balance at end of period December 31, 2024 $ 38,187 $ 2,716 $ ( 5,211 ) $ 35,692 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. 5. Property and Equipment Property and equipment consisted of the following (in thousands): Estimated useful lives December 31, 2025 2024 Land $ 1,696 $ 2,394 Buildings and leasehold improvements 2 - 30 18,096 26,354 Computer equipment 3 - 7 45,386 44,690 Machinery & equipment 5 - 10 132,544 136,600 Other 2 - 10 19,537 22,533 Construction in progress 5,632 5,329 222,891 237,900 Less: accumulated depreciation ( 170,986 ) ( 174,479 ) Property and equipment, net $ 51,905 $ 63,421 Depreciation expense was $ 13.8 million and $ 16.9 million for the years ended December 31, 2025 and 2024, respectively. 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. 59 Table of Contents Forum Energy Technologies, Inc. and subsidiaries 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. 6. Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill from December 31, 2024 to December 31, 2025, were as follows (in thousands): Artificial Lift and Downhole Goodwill, December 31, 2023 $ — Acquisitions 66,778 Impact on non-U.S. local currency translation ( 5,125 ) 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 years ended December 31, 2025 and 2024. Intangible Assets At December 31, 2025 and 2024, intangible assets consisted of the following (in thousands): December 31, 2025 Cost Accumulated amortization Net Amortization period (in years) Customer relationships $ 216,559 $ ( 138,510 ) $ 78,049 3 - 15 Patents and technology 30,122 ( 20,241 ) 9,881 10 - 19 Trade names and other 28,040 ( 22,333 ) 5,707 3 - 19 Total intangible assets $ 274,721 $ ( 181,084 ) $ 93,637 December 31, 2024 Cost Accumulated amortization Net Amortization period (in years) Customer relationships $ 212,990 $ ( 121,405 ) $ 91,585 2 - 15 Patents and technology 29,166 ( 17,867 ) 11,299 10 - 19 Trade names and other 28,913 ( 22,567 ) 6,346 8 - 19 Total intangible assets $ 271,069 $ ( 161,839 ) $ 109,230 Intangible assets with definite lives are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The Coiled Tubing product line has faced headwinds since 2019, including tariffs on raw materials, lower sales volumes in 2020 and 2021 due to the pandemic, and inflation-driven steel price increases since 2022. During 2024, the Coiled Tubing product line faced further cost headwinds due to increased importation duties. Given these factors, the Company performed an impairment test and determined that the carrying value of intangibles assets in the Coiled Tubing product line was impaired. As a result, the Company recorded an impairment charge of $ 119.1 million in 2024. 60 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) 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 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. The estimated future amortization expense for the next five years is as follows (in thousands): Year ending December 31, Amount 2026 $ 17,601 2027 16,216 2028 14,623 2029 14,330 2030 14,280 7. Debt Debt as of December 31, 2025 and December 31, 2024 consisted of the following (in thousands): December 31, 2025 2024 2029 Bonds $ 100,000 $ 100,000 Credit Facility 37,282 90,392 Other debt 4,008 3,373 Long-term debt, principal amount 141,290 193,765 Debt issuance cost ( 5,362 ) ( 5,374 ) Long-term debt, carrying value 135,928 188,391 Less: current portion ( 1,407 ) ( 1,866 ) Long-term debt, net of current portion $ 134,521 $ 186,525 2029 Bonds 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. 61 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) 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 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 . Availability under the Credit Facility is subject to a borrowing base calculated by reference to eligible accounts receivable in the U.S., Canada and certain other jurisdictions (subject to a cap) and eligible inventory in the U.S. and Canada. Our borrowing capacity under the Credit Facility could be reduced or eliminated, depending on future fluctuations in our receivables and inventory. As of December 31, 2025, our total borrowing base was $ 146.0 million, of which $ 37.3 million amount was drawn and $ 36.2 million was used as security for outstanding letters of credit, resulting in remaining availability of $ 72.5 million. Borrowings under the U.S. 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. The U.S. 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 %. The weighted average interest rate under the Credit Facility was approximately 7.29 % and 8.17 % for the years ended December 31, 2025 and 2024, respectively. The Credit Facility also provides for a commitment fee in the amount of (a) 0.375 % on the unused portion of revolving commitments if average usage of the Credit Facility is greater than 50 % and (b) 0.500 % on the unused portion of revolving commitments if average usage of the Credit Facility is less than or equal to 50 %. 62 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) If excess availability under the Credit Facility falls below the greater of 12.5 % of the borrowing base and $ 31.25 million, we will be required to maintain a fixed charge coverage ratio of at least 1.00 :1.00 as of the end of each fiscal quarter until excess availability under the Credit Facility exceeds such threshold for 60 consecutive days. Subject to customary exceptions, all obligations under the Credit Facility are guaranteed, jointly and severally, by our wholly-owned U.S. 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. If an event of default exists under the Credit Facility, the lenders will have the right to accelerate the maturity of the obligations outstanding under the Credit Facility and exercise other rights and remedies. Obligations outstanding under the Credit Facility, however, will be automatically accelerated upon an event of default arising from a bankruptcy or insolvency event. An event of default includes, among other things, nonpayment of principal, interest, fees or other amounts within certain grace periods; representations and warranties proving to be untrue in any material respect; failure to perform or otherwise comply with covenants in the Credit Facility or other loan documents, subject, in certain instances, to grace periods; cross-defaults to certain other indebtedness if such default occurs at the final maturity of such indebtedness or if the effect of such default is to cause, or permit the holders of such indebtedness to cause, the acceleration of such indebtedness; bankruptcy or insolvency events; material monetary judgment defaults; invalidity or unenforceability of the Credit Facility or any other loan document; and the occurrence of a Change of Control (as defined in the Credit Facility). As of December 31, 2025, the Company was in compliance with all of its Credit Facility financial covenants. 2025 Notes 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. 63 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) 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 Other debt consists of various finance leases of equipment. Future principal payments under long-term debt for each of the years ending December 31 are as follows (in thousands): Year ending December 31, Amount 2026 $ 1,641 2027 1,041 2028 37,870 2029 100,522 2030 487 Thereafter 317 Total future payment 141,878 Less: debt issuance cost ( 5,362 ) Less: present value discount on finance leases ( 588 ) Total debt $ 135,928 8. Leases Our lease portfolio primarily consists of operating leases for certain manufacturing facilities, warehouses, service facilities, office spaces, equipment and vehicles. The following table summarizes the supplemental consolidated balance sheet information related to leases as of December 31, 2025 and 2024 (in thousands): December 31, Classification 2025 2024 Assets Operating lease assets Operating lease assets $ 80,733 $ 70,389 Finance lease assets Property and equipment, net 4,676 3,579 Total lease assets $ 85,409 $ 73,968 Liabilities Current Operating Accrued liabilities $ 11,785 $ 11,056 Finance Current portion of long-term debt 1,407 1,866 Noncurrent Operating Operating lease liabilities 83,957 73,145 Finance Long-term debt, net of current portion 2,601 1,507 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. 64 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) The following table summarizes the components of lease expenses (in thousands): Year ended December 31, Lease Cost Classification 2025 2024 Operating lease cost Cost of sales and Selling, general and administrative expenses $ 19,349 $ 16,622 Finance lease cost Amortization of leased assets Selling, general and administrative expenses 1,566 1,720 Interest on lease liabilities Interest expense 241 269 Sublease income Cost of sales and Selling, general and administrative expenses ( 884 ) ( 875 ) Net lease cost $ 20,272 $ 17,736 The maturities of lease liabilities as of December 31, 2025 are as follows (in thousands): Operating Leases Finance Leases Total 2026 $ 18,206 $ 1,641 19,847 2027 17,723 1,041 18,764 2028 14,144 588 14,732 2029 12,872 522 13,394 2030 10,455 487 10,942 Thereafter 60,777 317 61,094 Total lease payments 134,177 4,596 138,773 Less: present value discount ( 38,435 ) ( 588 ) ( 39,023 ) Present value of lease liabilities $ 95,742 $ 4,008 $ 99,750 The following table summarizes the weighted-average remaining term and weighted average discount rates related to leases as of December 31, 2025 and 2024: Year ended December 31, 2025 2024 Weighted-average remaining lease term (years) Operating leases 9.4 8.8 Financing leases 3.7 1.9 Weighted-average discount rate Operating leases 6.99 % 6.85 % Financing leases 7.31 % 7.51 % The following table summarizes the supplemental cash flow information related to leases for the years ended December 31, 2025 and 2024 (in thousands): Year ended December 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 17,813 $ 15,904 Operating cash flows from finance leases 241 269 Financing cash flows from finance leases 2,032 1,725 65 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) 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. The initial annual rent for the assets is $ 1.7 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 $ 19.1 million were recorded in the consolidated balance sheets. 66 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) 9. Income Taxes The components of income (loss) before income taxes were as follows (in thousands): Year ended December 31, 2025 2024 U.S. $ ( 43,169 ) $ ( 170,901 ) Non-U.S. 59,756 42,475 Income (loss) before income taxes $ 16,587 $ ( 128,426 ) The components of income tax expense (benefit) were as follows (in thousands): Year ended December 31, 2025 Current U.S. federal $ — U.S. state and local 435 Non-U.S. 20,477 Total current 20,912 Deferred U.S. federal — U.S. state and local — Non-U.S. 5,335 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, 2024 Current U.S. $ 1,545 Non-U.S. 22,929 Total current 24,474 Deferred U.S. ( 752 ) Non-U.S. ( 16,822 ) Total deferred ( 17,574 ) Income tax expense $ 6,900 67 Table of Contents 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 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, 2025 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 U.S. tax on foreign earnings 6,630 40.0 % Changes in U.S. valuation allowances 1,467 8.8 % U.S. nontaxable or nondeductible items Executive compensation and share-based payments 1,073 6.5 % Other U.S. adjustments Return to provision ( 219 ) ( 1.3 ) % Other 103 0.6 % Foreign tax effects Canada 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 ) % Germany 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 % Ireland Interest and other 473 2.9 % Barbados 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 % 68 Table of Contents 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, 2024 Income tax benefit at the statutory rate $ ( 26,970 ) ( 21.0 ) % State taxes, net of federal tax benefit ( 115 ) ( 0.1 ) % Non-U.S. operations 3,143 2.4 % Domestic incentives ( 402 ) ( 0.3 ) % Prior year federal, non-U.S. and state tax 3,488 2.7 % Nondeductible expenses 2,124 1.7 % Valuation allowance 25,137 19.6 % Other 495 0.4 % Income tax expense $ 6,900 5.4 % 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%. As of January 1, 2024, numerous countries, including European Union member states, have enacted a global minimum tax and more countries are expected to enact similar minimum tax regimes in 2026. 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): December 31, 2025 2024 Deferred tax assets Reserves and accruals $ 3,256 $ 5,579 Operating lease liabilities 23,121 20,086 Inventories 5,588 8,894 Stock awards 1,511 935 Net operating loss and other tax carryforwards 216,428 186,118 Goodwill and intangible assets 19,786 19,513 Fair value discount on 2025 Notes — 12,188 Other 7,704 10,114 Gross deferred tax assets 277,394 263,427 Valuation allowance ( 267,516 ) ( 254,515 ) Total deferred tax assets $ 9,878 $ 8,912 Deferred tax liabilities Property and equipment ( 2,335 ) ( 3,771 ) Operating lease assets ( 19,570 ) ( 16,924 ) Prepaid expenses and other ( 511 ) ( 450 ) Total deferred tax liabilities ( 22,416 ) ( 21,145 ) Net deferred tax liabilities $ ( 12,538 ) $ ( 12,233 ) 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. 69 Table of Contents 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. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. At December 31, 2025, we had $ 417.8 million of gross U.S. net operating loss carryforwards and $ 10.6 million of state net operating losses. Of these losses, $ 33.2 million will expire no later than 2038 if they are not utilized prior to that date. The remaining $ 384.6 million will not expire. We also had $ 41.2 million of gross non-U.S. net operating loss carryforwards with indefinite expiration dates. In addition to our net operating loss carryforwards, we also had gross U.S. interest limitation carryforwards of $ 249.3 million and gross non-U.S. interest limitation carryforwards of $ 210.3 million, all with indefinite expiration dates. The ultimate realization of income tax benefits for these net operating loss and interest limitation carryforwards depends on our ability to generate sufficient taxable income in the respective taxing jurisdictions. Because of the change of ownership provisions of the Tax Reform Act of 1986, use of a portion of our domestic net operating losses may be limited in future periods depending upon future changes in ownership. Where we have unrecognized tax benefits in jurisdictions with existing net operating losses, we utilize the unrecognized tax benefits as a source of income to offset such losses. We do not anticipate being able to fully utilize all of the losses prior to their expiration in the following jurisdictions: 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 $ 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. income tax purposes because we do not intend to sell, liquidate or otherwise trigger the recognition of U.S. taxable income with regard to our investment in these foreign subsidiaries. Determining the amount of U.S. deferred tax liabilities associated with outside basis differences is not practicable at this time. We file income tax returns in the U.S. as well as in various states and non-U.S. jurisdictions. With few exceptions, we are no longer subject to income tax examination by tax authorities in these jurisdictions prior to 2018. We account for uncertain tax positions in accordance with guidance in ASC Topic 740, which prescribes the minimum recognition threshold a tax position taken or expected to be taken in a tax return is required to meet before being recognized in the financial statements. A reconciliation of the beginning and ending amount of uncertain tax positions is as follows (in thousands): 2025 Activity Amount Balance at January 1, 2025 $ 12,754 Additional based on tax positions related to prior years 557 Settlements ( 632 ) Balance at December 31, 2025 $ 12,679 The total amount of unrecognized tax benefits at December 31, 2025 was $ 12.7 million, of which it is reasonably possible that $ 0.2 million could be settled during the next twelve-month period as a result of the conclusion of various tax audits or due to the expiration of the applicable statute of limitations. We estimate that $ 6.3 million of the unrecognized tax benefits at December 31, 2025, excluding consideration of valuation allowance, would impact our future effective income tax rate, if recognized. We recognize interest and penalties related to uncertain tax positions within the provision for income taxes in the consolidated statements of comprehensive loss. As of December 31, 2025 and 2024, we had accrued approximately $ 0.8 million and $ 0.6 million in interest and penalties, respectively. During the years ended December 31, 2025 and 2024, we recognized no material change in the interest and penalties related to uncertain tax positions. 70 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) The following is a supplemental schedule of income taxes paid (in thousands): Year ended December 31, 2025 U.S. federal $ 1,882 U.S. state and local 650 Non-U.S. 23,458 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, 2025 Federal United States $ 1,882 Non-U.S. Canada 9,942 United Kingdom 3,878 Barbados 3,398 Germany 2,932 Saudi Arabia 1,862 Ireland 1,396 10. Fair Value Measurements 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. The fair value of the debt is classified as a Level 2 measurement because interest rates charged are similar to other financial instruments with similar terms and maturities. The fair values of the Company’s 2029 Bonds and 2025 Notes were estimated using Level 2 inputs in the fair value hierarchy and were based on quoted prices for those or similar instruments. 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, 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. The Company did not change its valuation techniques associated with recurring fair value measurements from prior periods and there were no transfers between levels of the fair value hierarchy during the years ended December 31, 2025 and 2024. 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 5 Property and Equipment, Note 6 Goodwill and Intangible Assets and Note 8 Leases for further discussion. 71 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) 11. Commitments and Contingencies Litigation In the ordinary course of business, the Company is, and in the future, could be involved in various pending or threatened legal actions, some of which may or may not be covered by insurance. Management has reviewed such pending judicial and legal proceedings, the reasonably anticipated costs and expenses in connection with such proceedings, and the availability and limits of insurance coverage, and has established reserves that are believed to be appropriate in light of those outcomes that are believed to be probable and can be estimated. The reserves accrued at December 31, 2025 and 2024 are immaterial. In the opinion of management, the Company’s ultimate liability, if any, with respect to these actions is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. Asbestos litigation One of our subsidiaries has been named as one of many defendants in a number of product liability claims for alleged exposure to asbestos used in valves. These lawsuits are typically filed on behalf of plaintiffs who allege exposure to asbestos, against numerous defendants, often forty or more, who are alleged to have manufactured or distributed products containing asbestos. The injuries alleged by plaintiffs in these cases range from mesothelioma and other cancers to asbestosis. The earliest claims against our subsidiary were filed in New Jersey in 1998, and our subsidiary currently has active cases in New Jersey, New York, and Illinois. These complaints do not typically include requests for a specific amount of damages. Our subsidiary acquired the trademark for the product line in question in 1985. To date, most of the claims against our subsidiary alleging illnesses due to asbestos have generally been based on products manufactured by the previous owner prior to 1985 that are alleged to have contained asbestos. Many claimants alleging illnesses due to asbestos sue on the basis of exposure prior to 1985, as by that date the hazards of asbestos exposure were well known and asbestos had begun to fall into disuse. Our subsidiary has been successful in obtaining dismissals in most lawsuits without any cash contribution including because the “successor liability” law in most states does not hold a purchaser in good faith liable for the actions of the seller prior to the acquisition date unless the purchaser contractually assumed the liabilities, which our subsidiary did not. There are exceptions to the successor liability doctrine in many states, so there are no assurances that our subsidiary will not be found liable for the actions of its predecessor. The law in other states on so called “successor liability” may be different or ambiguous in this regard, and could also expose our subsidiary to liability. Our subsidiary could also be found liable should a trier of fact reject our subsidiary’s position that it is not responsible for the alleged asbestos injuries, such as in a case where a plaintiff alleges post-1985 exposure. To date, asbestos claims had no material adverse effect on our business, financial condition, results of operations, or cash flow, as our annual out-of-pocket costs over the last five years have been less than $ 250,000 . 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 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, erosion of policy limits, 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 until the applicable primary policy limits are exhausted. 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 for reasons other than the exhaustion of their limits. Tenaris litigation In October of 2017, one of our subsidiaries, Global Tubing LLC (“Global Tubing”), filed suit against Tenaris Coiled Tubes, LLC and Tenaris, S.A. (together “Tenaris”) in the United States District Court for the Southern District of Texas seeking a declaration that its DURACOIL TM products do not infringe certain Tenaris patents related to coiled tubing. Tenaris filed counterclaims against Global Tubing alleging DURACOIL TM products infringe three patents. Tenaris sought unspecified damages and a permanent injunction. 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 72 Table of Contents 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. Tenaris has appealed the final judgment and Global Tubing has filed a cross-appeal. Portland Harbor Superfund One of the Company’s dormant subsidiaries is one of several named defendants in a suit filed by the Port of Portland, Oregon in May 2009 seeking reimbursement of costs related to an environmental study at the Port of Portland, and in March 2010, was identified as a potentially responsible party by the EPA with respect to the Portland Harbor Superfund Site. The subsidiary is indemnified for environmental contamination losses by a third party that has assumed responsibility and is providing a defense of the claims. Based on information currently available, the Company does not believe that these matters will have a material adverse effect on the financial condition, results of operations, cash flows or capital expenditures of the Company. Operating leases The Company has operating leases for warehouses, office space, manufacturing facilities and equipment. The leases generally require the Company to pay certain expenses including taxes, insurance, maintenance, and utilities. See Note 8 Leases for further information. Letters of credit and guarantees The Company executes letters of credit in the normal course of business to secure the delivery of product from specific vendors and also to guarantee the Company fulfills certain performance obligations relating to certain large contracts. At December 31, 2025 and 2024, the Company had $ 36.2 million and $ 17.8 million in letters of credit outstanding, respectively. 12. Earnings (Loss) Per Share The reconciliation of basic and diluted earnings per share for each period presented was as follows (dollars and shares in thousands, except per share amounts): Year ended December 31, 2025 2024 Net loss $ ( 9,660 ) $ ( 135,326 ) Basic - weighted average shares outstanding 11,883 12,299 Dilutive effect of stock options and restricted shares — — Diluted - weighted average shares outstanding 11,883 12,299 Loss per share Basic $ ( 0.81 ) $ ( 11.00 ) Diluted $ ( 0.81 ) $ ( 11.00 ) 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. 13. Employee Benefits We sponsor a 401(k) savings plan for U.S. employees and similar savings plans for certain non-U.S. employees. These plans benefit eligible employees by allowing them the opportunity to make contributions up to certain limits. We contribute by matching a percentage of each employee’s contributions. 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. 73 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) 14. Long-Term Incentive Compensation Stock-based compensation In August 2010, we adopted the 2010 Stock Incentive Plan (“2010 Plan”) to allow for employees, directors and consultants of the Company and its subsidiaries to share in stock ownership in the Company through the award of stock options, restricted stock, restricted stock units, performance shares or any combination thereof. Under the terms of the 2010 Plan, a total of 925 thousand shares were authorized for issuance pursuant to awards. 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, 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. Approximately 711 thousand shares remained available under the 2016 Plan for future grants as of December 31, 2025. The total amount of stock-based compensation expense recorded was $ 9.0 million and $ 7.1 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company expects to record stock based compensation expense of approximately $ 7.0 million over a weighted average remaining term of approximately two years . Future grants will result in additional compensation expense. Restricted stock Restricted stock generally vests over a period of one year from the date of grant. The following table provides additional information related to our restricted stock: 2025 Activity Restricted stock (shares in thousands) Nonvested at December 31, 2024 40 Granted 42 Vested ( 40 ) Forfeited — 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 vested during 2024. Restricted stock units Restricted stock units generally vest over a one to three year period from the date of grant. The following table provides additional information related to our restricted stock units: 2025 Activity Restricted stock units (shares in thousands) Nonvested at December 31, 2024 329 Granted 199 Vested ( 148 ) Forfeited — Nonvested at December 31, 2025 380 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 . 74 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) The weighted average grant date fair value of the restricted stock units was $ 17.53 and $ 19.73 per share during the years ended December 31, 2025, and 2024, respectively. The total grant date fair value of units vested was $ 3.2 million and $ 3.0 million during 2025 and 2024, respectively. Performance share awards 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 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 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. 15. Business Segments The Company operates in the following two reportable segments: (1) Drilling and Completions and (2) Artificial Lift and Downhole. 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. The Artificial Lift and Downhole segment designs, manufactures and supplies products and solutions for the artificial lift, production and infrastructure markets. The Company’s reportable segments are strategic units that offer distinct products and services. They are managed separately since each business segment requires different marketing strategies. Operating segments have not been aggregated as part of a reportable segment. 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. 75 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) Summary financial data by reportable segment follows (in thousands): Year ended December 31, 2025 Drilling and Completions Artificial Lift and Downhole Total Revenue from external customers $ 476,689 $ 314,785 $ 791,474 Intersegment revenue 502 — 502 Segment revenue 477,191 314,785 791,976 Elimination of intersegment revenue ( 502 ) Total consolidated revenue 791,474 Less: Cost of sales 375,633 197,307 572,940 Selling, general and administrative expenses 88,723 76,304 165,027 Segment operating income $ 12,835 $ 41,174 $ 54,009 Reconciliation to income (loss) before income taxes Segment operating income $ 54,009 Less: Other corporate expenses 34,878 Transaction expenses 546 Gain on sale-leaseback transactions ( 11,182 ) Loss (gain) on disposal of assets and other ( 378 ) Interest expense 18,312 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 Revenue from external customers $ 470,767 $ 345,680 $ 816,447 Intersegment revenue ( 22 ) — ( 22 ) Total revenue 470,745 345,680 816,425 Less: Cost of sales 348,878 212,536 561,414 Selling, general and administrative expenses 104,123 84,250 188,373 Segment operating income 17,744 48,894 66,638 Reconciliation to income (loss) before income taxes Elimination of intersegment expenses ( 22 ) Other corporate expenses 30,952 Transaction expenses 7,728 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 (gains) and other, net 7,315 Loss on extinguishment of debt 2,854 Income (loss) before income taxes $ ( 128,426 ) 76 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) A summary of depreciation and amortization by reportable segment is as follows (in thousands): Year ended December 31, 2025 2024 Depreciation and amortization Drilling and Completions $ 11,668 $ 28,181 Artificial Lift and Downhole 22,025 25,349 Corporate 62 187 Total depreciation and amortization $ 33,755 $ 53,717 A summary of capital expenditures by reportable segment is as follows (in thousands): Year ended December 31, Capital expenditures 2025 2024 Drilling and Completions $ 4,117 $ 5,974 Artificial Lift and Downhole 1,773 1,413 Corporate 125 758 Total capital expenditures $ 6,015 $ 8,145 A summary of consolidated assets by reportable segment is as follows (in thousands): Year ended December 31, Assets 2025 2024 Drilling and Completions $ 385,401 $ 418,583 Artificial Lift and Downhole 353,505 371,178 Corporate 13,549 26,193 Total assets $ 752,455 $ 815,954 Corporate assets primarily include cash, certain prepaid expenses and deferred loan costs. A summary of long-lived assets by geography is as follows (in thousands): December 31, Long-lived assets 2025 2024 United States $ 123,407 $ 125,373 Canada 149,144 172,740 Europe & Africa 26,150 19,196 Middle East 4,833 2,951 Asia-Pacific 33 53 Latin America 4 4 Total long-lived assets $ 303,571 $ 320,317 77 Table of Contents Forum Energy Technologies, Inc. and subsidiaries Notes to consolidated financial statements (continued) The following table presents our revenues disaggregated by product line (in thousands): Year ended December 31, 2025 2024 Revenue $ % $ % United States $ 402,011 50.8 % $ 415,132 50.9 % Canada 135,129 17.1 % 152,168 18.6 % Middle East 86,460 10.9 % 91,500 11.2 % Europe & Africa 84,768 10.7 % 76,712 9.4 % Asia-Pacific 47,753 6.0 % 43,971 5.4 % Latin America 35,353 4.5 % 36,942 4.5 % Total revenue $ 791,474 100.0 % $ 816,425 100.0 % The following table presents our revenues disaggregated by product line (in thousands): Year ended December 31, 2025 2024 Revenue $ % $ % Drilling $ 132,906 16.9 % $ 143,269 17.6 % Subsea 97,624 12.3 % 78,118 9.6 % Stimulation and Intervention 135,409 17.1 % 144,879 17.7 % Coiled Tubing 111,252 14.1 % 104,501 12.8 % Downhole 194,825 24.6 % 207,430 25.4 % Production Equipment 73,942 9.3 % 76,251 9.3 % Valve Solutions 46,018 5.8 % 61,999 7.6 % Eliminations ( 502 ) ( 0.1 ) % ( 22 ) — % Total revenue $ 791,474 100.0 % $ 816,425 100.0 % 16. 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 . 78 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.