What changed in this filing

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Item 1. Financial Statements

2026-05-01 compared with 2025-10-31 · 112 added, 179 removed, 344 unchanged (46% of the section changed)

2 unchanged sentences

and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

Three Months Ended September 30, Nine Months Ended September 30,

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended March 31,

(in thousands, except per share information) 2026 2025

5 unchanged sentences

Transaction expenses 148 51

Gain on sale-leaseback transactions ( 4,279 ) — ( 11,182 ) —

Loss (gain) on disposal of assets and other ( 170 ) 123

Total operating expenses 49,986 49,557

Operating income (loss) ( 6,106 ) 8,916 17,381 20,050

Operating income 11,005 8,804

Other expense (income)

Interest expense 4,141 4,983

Foreign exchange losses (gains) and other, net 9 9,631 ( 5,001 ) 13,864

Loss on extinguishment of debt — 1,839 — 2,302

Foreign exchange gains and other, net ( 523 ) ( 1,068 )

Total other expense 3,618 3,915

Income (loss) before income taxes ( 10,480 ) ( 10,204 ) 8,328 ( 21,185 )

Income before taxes 7,387 4,889

Income tax expense 2,895 3,767

Net loss $ ( 20,554 ) $ ( 14,815 ) $ ( 11,732 ) $ ( 31,826 )

Net income $ 4,492 $ 1,122

Weighted average shares outstanding

1 unchanged sentence

Diluted 11,641 12,568

Loss per share

Earnings per share

Basic $ 0.40 $ 0.09

Diluted $ 0.39 $ 0.09

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

Net loss $ ( 20,554 ) $ ( 14,815 ) $ ( 11,732 ) $ ( 31,826 )

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

Net income $ 4,492 $ 1,122

Change in foreign currency translation ( 3,612 ) 484

Gain (loss) on pension liability ( 17 ) 36

Comprehensive loss $ ( 24,866 ) $ ( 536 ) $ ( 6,520 ) $ ( 17,750 )

Comprehensive income $ 863 $ 1,642

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Condensed Consolidated Balance Sheets

(in thousands, except share information) September 30, 2025 December 31, 2024

(in thousands, except share information) March 31, 2026 December 31, 2025

Current assets

29 unchanged sentences

Commitments and contingencies

Common stock, $ 0.01 par value, 29,600,000 and 14,800,000 shares authorized, 13,191,488 and 12,999,246 shares issued

Common stock, $ 0.01 par value, 29,600,000 shares authorized, 13,507,226 and 13,192,818 shares issued

Additional paid-in capital 1,420,832 1,427,589

9 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

Cash flows from operating activities

Net loss $ ( 11,732 ) $ ( 31,826 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income $ 4,492 $ 1,122

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation expense 3,186 3,689

Amortization of intangible assets 4,616 5,286

Impairment of property and equipment and other assets 4,406 —

Inventory write-down 397 390

1 unchanged sentence

Deferred income taxes ( 846 ) ( 1,559 )

Gain on sale-leaseback transactions ( 11,182 ) —

Loss on extinguishment of debt — 2,302

Other 1,438 334

10 unchanged sentences

Proceeds from sale of property and equipment 3 14

Proceeds from sale-leaseback transactions 14,574 —

Payments related to business acquisition, net of cash acquired — ( 150,408 )

Net cash provided by (used in) investing activities 10,284 ( 155,907 )

Net cash used in investing activities ( 253 ) ( 2,096 )

Cash flows from financing activities

1 unchanged sentence

Repayments on Credit Facility ( 120,163 ) ( 148,585 )

Cash paid to repurchase 2025 Notes — ( 72,996 )

Proceeds from issuance of Seller Term Loan — 59,677

Payment of Seller Term Loan — ( 1,250 )

Payment of capital lease obligations ( 417 ) ( 455 )

4 unchanged sentences

Effect of exchange rate changes on cash ( 399 ) 265

Net decrease in cash, cash equivalents and restricted cash ( 12,968 ) ( 12,852 )

Net increase (decrease) in cash, cash equivalents and restricted cash 2,827 ( 13,518 )

Cash, cash equivalents and restricted cash at beginning of period 34,661 44,661

Cash, cash equivalents and restricted cash at end of period $ 37,488 $ 31,143

Forum Energy Technologies, Inc.

and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Continued)

Nine Months Ended September 30,

(in thousands) 2025 2024

Supplemental cash flow disclosures

5 unchanged sentences

Accrued purchases of property and equipment 833 814

Stock issuance related to business acquisition — 44,220

Liability awards converted to shares settled — 337

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

(in thousands) Common stock Additional paid-in capital Treasury stock Retained

4 unchanged sentences

Stock-based compensation expense — 2,520 — — — 2,520

Restricted stock issuance, net of forfeitures 2 ( 1,323 ) — — — ( 1,321 )

Restricted stock issuance, net of shares withheld for taxes 3 ( 9,277 ) — — — ( 9,274 )

Treasury stock — — ( 4,569 ) — — ( 4,569 )

3 unchanged sentences

Balance at March 31, 2026 $ 135 $ 1,420,832 $ ( 181,238 ) $ ( 839,965 ) $ ( 119,081 ) $ 280,683

Stock-based compensation expense — 1,772 — — — 1,772

Treasury stock — — ( 4,298 ) — — ( 4,298 )

Currency translation adjustment — — — — 8,929 8,929

Change in pension liability — — — — 75 75

Net income — — — 7,700 — 7,700

Balance at June 30, 2025 $ 132 $ 1,422,138 $ ( 148,352 ) $ ( 825,975 ) $ ( 113,723 ) $ 334,220

Stock-based compensation expense — 2,781 — — — 2,781

Treasury stock — — ( 14,825 ) — — ( 14,825 )

Currency translation adjustment — — — — ( 4,308 ) ( 4,308 )

Change in pension liability — — — — ( 4 ) ( 4 )

Net loss — — — ( 20,554 ) — ( 20,554 )

Balance at September 30, 2025 $ 132 $ 1,424,919 $ ( 163,177 ) $ ( 846,529 ) $ ( 118,035 ) $ 297,310

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(in thousands) Common stock Additional paid-in capital Treasury stock Retained

4 unchanged sentences

Stock-based compensation expense — 1,818 — — — 1,818

Restricted stock issuance, net of forfeitures 1 ( 1,091 ) — — — ( 1,090 )

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

Restricted stock issuance, net of shares withheld for taxes 2 ( 1,323 ) — — — ( 1,321 )

Treasury stock — — ( 1,997 ) — — ( 1,997 )

Currency translation adjustment — — — — 484 484

Change in pension liability — — — — 36 36

Net loss — — — ( 10,315 ) — ( 10,315 )

Net income — — — 1,122 — 1,122

Balance at March 31, 2025 $ 132 $ 1,420,366 $ ( 144,054 ) $ ( 833,675 ) $ ( 122,727 ) $ 320,042

Stock-based compensation expense — 1,531 — — — 1,531

Liability awards converted to share settled — 337 — — — 337

Currency translation adjustment — — — — 621 621

Change in pension liability — — — — ( 5 ) ( 5 )

Net loss — — — ( 6,696 ) — ( 6,696 )

Balance at June 30, 2024 $ 130 $ 1,415,838 $ ( 142,057 ) $ ( 716,482 ) $ ( 115,439 ) $ 441,990

Stock-based compensation expense — 2,076 — — — 2,076

Currency translation adjustment — — — — 14,254 14,254

Change in pension liability — — — — 25 25

Net loss — — — ( 14,815 ) — ( 14,815 )

Balance at September 30, 2024 $ 130 $ 1,417,914 $ ( 142,057 ) $ ( 731,297 ) $ ( 101,160 ) $ 443,530

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Forum Energy Technologies, Inc.

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

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

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

With headquarters located in Houston, Texas, FET optimizes customer operations by improving safety, increasing efficiency, and reducing environmental impact.

Basis of Presentation

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In management's opinion, all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations and cash flows have been included.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any other interim period.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other interim period.

These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting.

Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024, which are included in the Company’s 2024 Annual Report on Form 10-K filed with the SEC on March 3, 2025.

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.

GAAP”) for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025, which are included in the Company’s 2025 Annual Report on Form 10-K filed with the SEC on February 27, 2026.

Recent Accounting Pronouncements

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Accounting Standards Issued But Not Yet Adopted

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 is currently evaluating the impact of this standard on its consolidated financial statements.

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

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Refer to Note 9 Business Segments for disaggregated revenue by product line and geography.

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Contract Balances

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Such contract liabilities typically result from billings in excess of costs incurred on construction contracts and advance payments received on product sales.

The following table reflects the changes in our contract assets and contract liabilities balances for the nine months ended September 30, 2025 (in thousands):

September 30, 2025 December 31, 2024 Increase

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

The following table reflects the changes in our contract assets and contract liabilities balances for the three months ended March 31, 2026 (in thousands):

March 31, 2026 December 31, 2025 Increase (Decrease)

Accrued revenue $ 135 $ 21

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Contract liabilities $ 28,706 $ 34,322 $ ( 5,616 ) ( 16 ) %

During the nine months ended September 30, 2025, our contract assets increased by $ 4.0 million and our contract liabilities increased $ 11.9 million primarily due to the timing of milestone billings for projects in our Subsea product line.

During the nine months ended September 30, 2025, we recognized $ 10.7 million of revenue 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.

The Company's significant components of inventory at September 30, 2025 and December 31, 2024 were as follows (in thousands):

September 30, 2025 December 31, 2024

During the three months ended March 31, 2026, our contract assets increased by $ 3.6 million and our contract liabilities decreased $ 5.6 million primarily due to the timing of milestone billings for projects in our Subsea product line.

During the three months ended March 31, 2026, we recognized $ 16.2 million of revenue that was included in the contract liabilities balance at the beginning of the period.

As of March 31, 2026, the Company’s remaining performance obligations totaled approximately $ 44.2 million related to contracts with an original expected duration of greater than one year.

The remaining performance obligations represent contracted revenue that has not yet been recognized and excludes amounts related to contracts with an original expected duration of one year or less, for which the Company has elected the practical expedient under ASC 606.

The Company expects to recognize approximately $ 17.4 million of the remaining performance obligations over the next twelve months , with the remainder recognized thereafter, generally over the remaining contract terms, which extend up to three years .

Actual timing of revenue recognition may vary due to changes in project scope, execution schedules, or other factors.

The Company's significant components of inventory at March 31, 2026 and December 31, 2025 were as follows (in thousands):

March 31, 2026 December 31, 2025

Raw materials and parts $ 90,738 $ 95,617

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Inventories, net $ 236,412 $ 239,420

During the nine months ended September 30, 2025, we recognized $ 16.5 million of inventory write-downs related to the Company’s strategic decision to consolidate facilities and discontinue certain products.

Forum Energy Technologies, Inc.

2 unchanged sentences

Goodwill and Intangible Assets

The changes in the carrying amount of goodwill from December 31, 2024 to September 30, 2025, were as follows (in thousands):

The changes in the carrying amount of goodwill from December 31, 2025 to March 31, 2026, were as follows (in thousands):

Artificial Lift and Downhole

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local currency translation ( 888 )

Goodwill, September 30, 2025 $ 63,779

Goodwill, March 31, 2026 $ 63,779

Goodwill is not amortized and is tested for impairment at least annually or when events and circumstances indicate that fair value may be below its carrying value.

Intangible Assets

Intangible assets consisted of the following as of September 30, 2025 and December 31, 2024, respectively (in thousands):

September 30, 2025

Intangible assets consisted of the following as of March 31, 2026 and December 31, 2025, respectively (in thousands):

March 31, 2026

Gross Carrying Amount Accumulated Amortization Net Intangibles Amortization Period (In Years)

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Notes to Condensed Consolidated Financial Statements (Continued)

Debt as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

September 30, 2025 December 31, 2024

Debt as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

March 31, 2026 December 31, 2025

2029 Bonds $ 100,000 $ 100,000

6 unchanged sentences

Long-term debt, net of current portion $ 152,337 $ 134,521

The 10.5 % senior secured bonds due 2029 (“2029 Bonds”) were issued pursuant to the Bond Terms, dated as of November 5, 2024 (“Bond Terms”), between the Company and Nordic Trustee AS, as bond trustee and security agent (“Bond Trustee”).

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 direct and indirect domestic subsidiaries that guarantees its Credit Facility and certain of the Company’s foreign subsidiaries.

The 10.5 % senior secured bonds due 2029 (“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.

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

As of September 30, 2025, the Company was in compliance with all of its 2029 Bonds financial covenants.

As of March 31, 2026, 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.

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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 (which will not apply if the 2029 Bonds are repaid prior to such 91st day).

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

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”).

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

In February 2026, we amended our senior secured revolving credit facility (“Credit Facility”) to (i) extend the scheduled maturity date from September 8, 2028 to February 4, 2031, (ii) revise the interest rate margin over Secured Overnight Financing Rate (“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 U.S.

Forum Energy Technologies, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Continued)

Following such amendment, the Credit Facility matures on the earliest of (a) February 4, 2031 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 any such refinancing notes are repaid prior to such 91st day).

Th e Credit Facility provides revolving credit commitments of $ 250.0 million (with a sublimit of up to $ 100.0 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 U.S.

dollar available for the issuance of letters of credit for the account of our Canadian subsidiaries) (the “Canadian Line”).

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.

Our borrowing capacity under the Credit Facility could be reduced or eliminated, depending on future fluctuations in our receivables and inventory.

As of September 30, 2025, our total borrowing base was $ 160.0 million, of which $ 42.8 million amount was drawn and $ 31.5 million was used as security for outstanding letters of credit, resulting in remaining availability of $ 85.7 million.

As of March 31, 2026, our total borrowing base was $ 149.0 million, of which amount $ 55.1 million was drawn and $ 40.3 million was used as security for outstanding letters of credit, resulting in remaining availability of $ 53.6 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.

Line bear interest at a rate equal to, at our option, either (a) SOFR, subject to a floor of 0.00 %, plus a margin of 2.00 % to 2.50 %, or (b) a base rate plus a margin of 1.00 % to 1.50 %, in each case based upon the Company's excess availability under the Credit Facility.

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.

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 2.00 % to 2.50 %, or (b) a base rate plus a margin of 1.00 % to 1.50 %, in each case based upon the Company's excess availability under the Credit Facility.

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 7.36 % and 8.37 % for the nine months ended September 30, 2025 and 2024, respectively.

The weighted average interest rate under the Credit Facility was approximately 6.39 % and 7.55 % for the three months ended March 31, 2026 and 2025, 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 %.

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

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

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

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

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.

Obligations outstanding under the Credit Facility, however, will be automatically accelerated upon an event of default arising from a

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

bankruptcy or insolvency event.

An event of default includes, among other things, nonpayment of principal, interest, fees or other amounts within certain grace periods;

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and the occurrence of a Change of Control (as defined in the Credit Facility).

As of September 30, 2025, the Company was in compliance with all of its Credit Facility financial covenants.

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

As of March 31, 2026, the Company was in compliance with all of its Credit Facility financial covenants.

Other debt consists of various finance leases of equipment.

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We execute letters of credit in the normal course of business to secure the delivery of product from specific vendors and also to guarantee our fulfillment of performance obligations relating to certain large contracts.

The Company had $ 31.5 million and $ 17.8 million in total outstanding letters of credit as of September 30, 2025 and December 31, 2024, respectively.

The Company had $ 40.3 million and $ 36.2 million in total outstanding letters of credit as of March 31, 2026 and December 31, 2025, respectively.

For interim periods, our income tax expense or benefit is computed based on our estimated annual effective tax rate and any discrete items that impact the interim periods.

For the three and nine months ended September 30, 2025, the Company recorded a tax expense of $ 10.1 million and $ 20.1 million, respectively.

For the three and nine months ended September 30, 2024, the Company recorded tax expense of $ 4.6 million and $ 10.6 million, respectively.

For the three months ended March 31, 2026 and 2025, the Company recorded a tax expense of $ 2.9 million and $ 3.8 million, respectively.

The estimated annual effective tax rates for all periods were impacted by losses in jurisdictions where the recording of a tax benefit is not available.

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In making such a determination, we consider all available positive and negative evidence, including, but not limited to, our recent history of pretax losses over the prior three year period, the goodwill and intangible asset impairments for various reporting units, the future reversals of existing taxable temporary differences, the projected future taxable income or loss and tax-planning.

During the three months ended September 30, 2025, we recorded a valuation allowance reserve of $ 5.2 million on our deferred tax assets relating to certain net operating loss carryforwards that we will more than likely not be able to realize prior to their expiration.

As of September 30, 2025, 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 ("U.K."), Singapore and China.

As a result, we have certain valuation allowances against our deferred tax assets as of September 30, 2025.

As of March 31, 2026, 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.

As a result, we have certain valuation allowances against our deferred tax assets as of March 31, 2026.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA").

The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The Company is currently evaluating the impact of this legislation on its consolidated financial statements.

The Company benefits from enhanced tax deductions related to interest, depreciation, and research and development expenses, partially offset by changes in U.S.

taxation of foreign earnings.

Fair Value Measurements

The Company had $ 42.8 million and $ 100.0 million borrowings outstanding under the Credit Facility and 2029 Bonds as of September 30, 2025, respectively.

The Company had $ 55.1 million and $ 100.0 million borrowings outstanding under the Credit Facility and 2029 Bonds as of March 31, 2026, 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 value of our 2029 Bonds is estimated using Level 2 inputs in the fair value hierarchy and is based on quoted prices for those or similar instruments.

At September 30, 2025, the fair value and the carrying value of our 2029 Bonds approximated $ 102.0 million and $ 94.4 million, respectively.

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

There were no other significant outstanding financial instruments as of September 30, 2025 and December 31, 2024 that required measuring the amounts at fair value on a recurring basis.

We did not change our 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 nine months ended September 30, 2025.

Forum Energy Technologies, Inc.

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Notes to Condensed Consolidated Financial Statements (Continued)

The fair value of our 2029 Bonds is estimated using Level 2 inputs in the fair value hierarchy and is based on quoted prices for those or similar instruments.

At March 31, 2026, the fair value and the carrying value of our 2029 Bonds approximated $ 105.2 million and $ 94.9 million, respectively.

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

There were no other significant outstanding financial instruments as of March 31, 2026 and December 31, 2025 that required measuring the amounts at fair value on a recurring basis.

Business Segments

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Summary financial data by segment follows (in thousands):

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

Drilling and Completions Artificial Lift and Downhole Total Drilling and Completions Artificial Lift and Downhole Total

Three Months Ended March 31, 2026

Drilling and Completions Artificial Lift and Downhole Total

Revenue from external customers $ 126,602 $ 82,098 $ 208,700

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Selling, general and administrative expenses 21,280 19,218 40,498

Segment operating income (loss) $ ( 13,551 ) $ 11,778 $ ( 1,773 ) $ 3,099 $ 29,466 $ 32,565

Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Drilling and Completions Artificial Lift and Downhole Total Drilling and Completions Artificial Lift and Downhole Total

Segment operating income $ 8,909 $ 11,584 $ 20,493

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Three Months Ended March 31, 2025

Drilling and Completions Artificial Lift and Downhole Total

Revenue from external customers $ 115,483 $ 77,796 $ 193,279

6 unchanged sentences

Segment operating income $ 9,379 $ 7,297 $ 16,676

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

A reconciliation of segment operating income to income (loss) before income taxes is as follows (in thousands):

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

A reconciliation of segment operating income to income before income taxes is as follows (in thousands):

Three Months Ended

Segment operating income $ 20,493 $ 16,676

Other corporate expenses

8,439 8,404 25,628 22,610

Transaction expenses 148 51

Gain on sale-leaseback transactions ( 4,279 ) — ( 11,182 ) —

Loss (gain) on disposal of assets and other ( 170 ) 123

Interest expense 4,141 4,983

Foreign exchange losses (gains) and other, net 9 9,631 ( 5,001 ) 13,864

Loss on extinguishment of debt — 1,839 — 2,302

Loss before income taxes $ ( 10,480 ) $ ( 10,204 ) $ 8,328 $ ( 21,185 )

Foreign exchange gains and other, net ( 523 ) ( 1,068 )

Income before income taxes $ 7,387 $ 4,889

A summary of consolidated assets by reportable segment is as follows (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Drilling and Completions $ 393,251 $ 385,401

7 unchanged sentences

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

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

Drilling $ 32,730 $ 32,113

8 unchanged sentences

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

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

United States $ 93,138 $ 103,903

Canada 42,918 31,437

Middle East 26,275 24,678 67,851 67,411

Europe & Africa 29,008 19,788

Middle East 19,045 19,645

Asia-Pacific 12,964 10,443

4 unchanged sentences

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 September 30, 2025 and December 31, 2024, respectively, are immaterial.

The reserves accrued at March 31, 2026 and December 31, 2025, respectively, 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.

For further disclosure regarding certain litigation matters, refer to Note 12 of the notes to the consolidated financial statements included in Item 8 of the Company’s 2024 Annual Report on Form 10-K filed with the SEC on March 3, 2025.

For further disclosure regarding certain litigation matters, refer to Note 11 of the notes to the consolidated financial statements included in Item 8 of the Company’s 2025 Annual Report on Form 10-K filed with the SEC on February 27, 2026.

Forum Energy Technologies, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Continued)

Earnings (Loss) Per Share

The calculation of basic and diluted earnings (loss) per share for each period presented was as follows (dollars and shares in thousands, except per share amounts):

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Net loss $ ( 20,554 ) $ ( 14,815 ) $ ( 11,732 ) $ ( 31,826 )

Earnings Per Share

The calculation of basic and diluted earnings per share for each period presented was as follows (dollars and shares in thousands, except per share amounts):

Three Months Ended

Net income $ 4,492 $ 1,122

Weighted average shares outstanding - basic 11,214 12,303

1 unchanged sentence

Weighted average shares outstanding - diluted 11,641 12,568

Loss per share

Earnings per share

Basic $ 0.40 $ 0.09

Diluted $ 0.39 $ 0.09

For the three and nine months ended September 30, 2025, we excluded approximately 8 thousand and 15 thousand shares, respectively, and for the three and nine months ended September 30, 2024, we excluded approximately 153 thousand and 94 thousand shares, respectively, of potentially dilutive stock options and restricted stock in calculating diluted earnings per share as the effect was anti-dilutive due to net losses incurred for these periods.

For the three months ended March 31, 2026 and 2025, the diluted earnings per share excludes approximately 67 thousand and 9 thousand shares, respectively, because they were anti-dilutive.

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

1 unchanged sentence

Restricted Stock and Time-Based Restricted Stock Units

During the nine months ended September 30, 2025, the Company granted 190,392 time-based restricted stock units to employees that vest ratably over three years .

Also, during the nine months ended September 30, 2025, the Company granted 41,938 time-based restricted stock and 8,557 time-based restricted stock units to non-employee members of the Board of Directors that vest after one year .

During the three months ended March 31, 2026, the Company granted 63,463 time-based restricted stock units to employees that vest ratably over three years .

Also, during the three months ended March 31, 2026, the Company granted 14,239 time-based restricted stock and 7,668 time-based restricted stock units to non-employee members of the Board of Directors that vest after one year .

Performance Share Awards

During the nine months ended September 30, 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.

During the three months ended March 31, 2026, the Company granted 31,735 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, 2026 through December 31, 2026, January 1, 2026 through December 31, 2027 and January 1, 2026 through December 31, 2028, 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 the nine months ended September 30, 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.

During the three months ended March 31, 2026, the Company granted 60,704 performance restricted stock units (assuming target performance) to employees that vest based upon the Company's earnings before interest, taxes, depreciation and amortization expense over the performance period between January 1, 2026 through December 31, 2028.

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

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

During the nine months ended September 30, 2025, the Company granted 114,000 performance restricted stock units (assuming target performance) to employees that vest based upon the Company's minimum stock price threshold of $ 21.91 per share, for 20 consecutive trading days during the period commencing on grant date of March 5, 2025 and ending on the third anniversary thereof.

Related Party Transactions

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

The dollar amounts of these related party activities are not significant to the Company’s unaudited condensed consolidated financial statements.

Sale-leaseback transactions

In June 2025, the Company sold and leased back land and buildings 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 initial annual rent for the assets is $ 0.7 million with an initial term of 15 years, subject to annual increases.

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 with a net book value of approximately $ 2.3 million and received net proceeds of $ 6.5 million.

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

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.

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

What changed 10-Q

Item 1. Financial Statements